CALERES INC 10-K

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). 36 Table of Contents Based on our evaluation, our principal executive officer and principal financial officer have concluded that the Company’s internal control over financial reporting was effective as of February 3, 2024. The effectiveness of our internal control over financial reporting as of February 3, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report, which is included herein. ​ ​ 37 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Caleres, Inc. Opinion on Internal Control Over Financial Reporting We have audited Caleres, Inc.’s internal control over financial reporting as of February 3, 2024, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Caleres, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of February 3, 2024, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of February 3, 2024 and January 28, 2023, the related consolidated statements of earnings, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended February 3, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a), and our report dated April 2, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP St. Louis, Missouri April 2, 2024 38 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Caleres, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Caleres, Inc. (the Company) as of February 3, 2024 and January 28, 2023, the related consolidated statements of earnings, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended February 3, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at February 3, 2024 and January 28, 2023, and the results of its operations and its cash flows for each of the three years in the period ended February 3, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of February 3, 2024, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated April 2, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates. 39 Table of Contents ​ Inventory Markdown Reserves Description of the Matter ​ As described in Note 1 and Note 8, the Company had inventories of $540.7 million as of February 3, 2024 which included finished goods of $525.8 million, net of related markdown reserves of $20.9 million. The Company provides markdown reserves to reduce the carrying values of inventories. In determining markdown reserves, the Company considers recent and forecasted sales prices, the length of time the product is held in inventory, quantities of various product styles contained in inventory as well as demand, among other factors. ​ Auditing the Company’s Brand Portfolio markdown reserves was complex and involved a high degree of subjectivity, as it included assessing the significant assumptions, including forecasted sales prices and demand, considering the length of time the product is held in inventory and quantities of various product styles contained in inventory. ​ ​ ​ ​ ​ ​ How We Addressed the Matter in Our Audit ​ We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company's markdown reserves determination process. This included controls over the Company’s review of the significant assumptions underlying the markdown reserves estimate, as outlined above. ​ ​ ​ ​ ​ We performed audit procedures which included, among other procedures, testing the accuracy and completeness of the underlying data used in the estimation calculations and evaluating significant assumptions, including forecasted sales prices, and demand, considering the length of time the product is held in inventory and quantities of various product styles contained in inventory. For example, we compared recent sales of inventory items on-hand at year-end, performed a retrospective review analysis comparing sales activity in the current year to the inventory markdown reserves estimated by the Company in the prior year to evaluate management’s ability to accurately estimate the markdown reserves, and developed an independent expectation of the markdown reserves using historical activity and compared our independent expectation to the markdown reserves recorded. In addition, we performed inquiries of the Company’s management to evaluate the Company’s estimate of the markdown reserves. ​ ​ /s/ Ernst & Young LLP We have served as the Company’s auditor since 1917. St. Louis, Missouri April 2, 2024 ​ ​ ​ ​ ​ ​ ​ 40 Table of Contents Consolidated Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) February 3, 2024 January 28, 2023 Assets ​ ​ Current assets: ​ ​ Cash and cash equivalents $ 21,358 ​ $ 33,700 Receivables, net of allowances of $ 30,317 in 2023 and $ 30,820 in 2022 140,400 ​ 132,802 Inventories, net of adjustment to last-in, first-out cost of $ 10,254 in 2023 and $ 6,301 in 2022 540,674 ​ 580,215 Income taxes 14,215 ​ 17,527 Property and equipment, held for sale ​ 16,777 ​ ​ 16,777 Prepaid expenses and other current assets 55,485 ​ 50,434 Total current assets 788,909 ​ 831,455 ​ ​ ​ ​ ​ ​ Prepaid pension costs 74,951 ​ 83,396 Lease right-of-use assets 528,029 ​ 518,196 Property and equipment, net 167,583 ​ 160,883 Deferred income taxes 4,401 ​ — Goodwill and intangible assets, net 203,310 ​ 215,392 Other assets 37,563 ​ 27,150 Total assets $ 1,804,746 ​ $ 1,836,472 ​ ​ ​ ​ ​ ​ Liabilities and Equity ​ Current liabilities: ​ Borrowings under revolving credit agreement $ 182,000 ​ $ 307,500 Trade accounts payable 251,912 ​ 229,908 Employee compensation and benefits 70,316 ​ 87,041 Income taxes 11,222 ​ 7,650 Lease obligations 112,764 ​ 136,051 Other accrued expenses 114,742 ​ 143,046 Total current liabilities 742,956 ​ 911,196 Other liabilities: ​ Noncurrent lease obligations 453,097 ​ 444,074 Income taxes 2,464 ​ 7,786 Deferred income taxes 11,536 ​ 19,001 Other liabilities 27,123 ​ 28,302 Total other liabilities 494,220 ​ 499,163 Equity: ​ Common stock, $ 0.01 par value, 35,490,019 and 35,715,752 shares outstanding in 2023 and 2022, respectively 355 ​ 357 Additional paid-in capital 184,451 ​ 180,747 Accumulated other comprehensive loss ( 34,504 ) ​ ( 26,750 ) Retained earnings 410,329 ​ 266,329 Total Caleres, Inc. shareholders’ equity 560,631 ​ 420,683 Noncontrolling interests 6,939 ​ 5,430 Total equity 567,570 ​ 426,113 Total liabilities and equity $ 1,804,746 ​ $ 1,836,472 ​ See notes to consolidated financial statements. ​ 41 Table of Contents Consolidated Statements of Earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands, except per share amounts) 2023 2022 2021 Net sales ​ $ 2,817,294 ​ $ 2,968,138 ​ $ 2,777,604 Cost of goods sold ​ 1,554,337 ​ 1,683,265 ​ 1,550,287 Gross profit ​ 1,262,957 ​ 1,284,873 ​ 1,227,317 Selling and administrative expenses ​ 1,062,399 ​ 1,067,636 ​ 1,008,028 Restructuring and other special charges, net ​ 6,103 ​ 2,910 ​ 13,482 Operating earnings ​ 194,455 ​ 214,327 ​ 205,807 Interest expense, net ​ ( 19,343 ) ​ ( 14,264 ) ​ ( 30,930 ) Loss on early extinguishment of debt ​ — ​ — ​ ( 1,011 ) Other income, net ​ 6,210 ​ 12,971 ​ 15,378 Earnings before income taxes ​ 181,322 ​ 213,034 ​ 189,244 Income tax provision ​ ( 9,490 ) ​ ( 33,339 ) ​ ( 51,081 ) Net earnings ​ 171,832 ​ 179,695 ​ 138,163 Net earnings (loss) attributable to noncontrolling interests ​ 441 ​ ( 2,047 ) ​ 1,144 Net earnings attributable to Caleres, Inc. ​ 171,391 ​ 181,742 ​ 137,019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic earnings per common share attributable to Caleres, Inc. shareholders ​ $ 4.80 ​ $ 4.98 ​ $ 3.59 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted earnings per common share attributable to Caleres, Inc. shareholders ​ $ 4.80 ​ $ 4.92 ​ $ 3.56 ​ See notes to consolidated financial statements. ​ ​ 42 Table of Contents Consolidated Statements of Comprehensive Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) 2023 2022 2021 Net earnings ​ $ 171,832 ​ $ 179,695 ​ $ 138,163 Other comprehensive income (loss) ("OCI"), net of tax: ​ ​ ​ Foreign currency translation adjustment ​ 183 ​ ( 907 ) ​ ( 611 ) Pension and other postretirement benefits adjustments ​ ( 7,869 ) ​ ( 17,719 ) ​ 1,207 Other comprehensive (loss) income, net of tax ​ ( 7,686 ) ​ ( 18,626 ) ​ 596 Comprehensive income ​ 164,146 ​ 161,069 ​ 138,759 Comprehensive income (loss) attributable to noncontrolling interests ​ 509 ​ ( 2,529 ) ​ 1,210 Comprehensive income attributable to Caleres, Inc. ​ $ 163,637 ​ $ 163,598 ​ $ 137,549 ​ See notes to consolidated financial statements. ​ ​ 43 Table of Contents Consolidated Statements of Cash Flows ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) 2023 2022 2021 Operating Activities ​ ​ ​ Net earnings ​ $ 171,832 ​ $ 179,695 ​ $ 138,163 Adjustments to reconcile net earnings to net cash provided by operating activities: ​ ​ ​ Depreciation ​ 36,172 ​ 32,449 ​ 34,069 Amortization of capitalized software ​ 5,026 ​ 4,451 ​ 5,693 Amortization of intangible assets ​ 12,082 ​ 12,111 ​ 12,568 Amortization of debt issuance costs and debt discount ​ 407 ​ 407 ​ 874 Share-based compensation expense ​ 14,804 ​ 17,311 ​ 12,297 Loss on disposal of property and equipment ​ 1,353 ​ 1,369 ​ 472 Impairment charges for property, equipment, and lease right-of-use assets ​ 749 ​ 1,803 ​ 4,135 Adjustment to expected credit losses ​ ​ 1,018 ​ ​ ( 262 ) ​ ​ ( 2,242 ) Deferred income taxes ​ ( 11,866 ) ​ 4,270 ​ 6,487 Fair value adjustments to Blowfish mandatory purchase obligation ​ ​ — ​ ​ — ​ ​ 15,424 Blowfish mandatory purchase obligation ​ ​ — ​ ​ — ​ ​ ( 45,562 ) Loss on early extinguishment of debt ​ — ​ — ​ 1,011 Changes in operating assets and liabilities: ​ ​ ​ Receivables ​ ( 8,494 ) ​ ( 10,302 ) ​ 7,002 Inventories ​ 39,495 ​ 16,242 ​ ( 108,772 ) Prepaid expenses and other current and noncurrent assets ​ ( 15,285 ) ​ ( 1,971 ) ​ ( 11,843 ) Trade accounts payable ​ 22,038 ​ ( 101,450 ) ​ 50,936 Accrued expenses and other liabilities ​ ( 70,974 ) ​ ( 34,590 ) ​ 32,656 Income taxes, net ​ 1,562 ​ 5,896 ​ 15,831 Other, net ​ 232 ​ ( 1,550 ) ​ ( 758 ) Net cash provided by operating activities ​ 200,151 ​ 125,879 ​ 168,441 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investing Activities ​ ​ ​ Purchases of property and equipment ​ ( 44,584 ) ​ ( 55,913 ) ​ ( 18,393 ) Capitalized software ​ ( 5,034 ) ​ ( 8,124 ) ​ ( 5,752 ) Net cash used for investing activities ​ ( 49,618 ) ​ ( 64,037 ) ​ ( 24,145 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financing Activities ​ ​ ​ Borrowings under revolving credit agreement ​ 532,500 ​ 859,500 ​ 632,000 Repayments under revolving credit agreement ​ ( 658,000 ) ​ ( 842,000 ) ​ ( 592,000 ) Redemption of senior notes ​ ​ — ​ ​ — ​ ​ ( 200,000 ) Dividends paid ​ ( 9,954 ) ​ ( 10,184 ) ​ ( 10,648 ) Acquisition of treasury stock ​ ( 17,445 ) ​ ( 63,225 ) ​ ( 16,965 ) Issuance of common stock under share-based plans, net ​ ( 11,094 ) ​ ( 5,387 ) ​ ( 3,910 ) Contributions by noncontrolling interests ​ 1,000 ​ 3,142 ​ — Blowfish Malibu mandatory purchase obligation ​ ​ — ​ ​ — ​ ​ ( 8,996 ) Debt issuance costs ​ — ​ — ​ ( 1,190 ) Other ​ — ​ — ​ ( 676 ) Net cash used for financing activities ​ ( 162,993 ) ​ ( 58,154 ) ​ ( 202,385 ) Effect of exchange rate changes on cash and cash equivalents ​ 118 ​ ( 103 ) ​ ( 91 ) (Decrease) increase in cash and cash equivalents ​ ( 12,342 ) ​ 3,585 ​ ( 58,180 ) Cash and cash equivalents at beginning of period ​ 33,700 ​ 30,115 ​ 88,295 Cash and cash equivalents at end of period ​ $ 21,358 ​ $ 33,700 ​ $ 30,115 ​ See notes to consolidated financial statements, including the supplemental disclosures on cash flows in Note 1. ​ 44 Table of Contents Consolidated Statements of Shareholders’ Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive ​ ​ ​ ​ Caleres, Inc. ​ Non- ​ ​ ​ ($ thousands, except number of shares ​ Common Stock ​ Additional ​ (Loss) ​ Retained ​ Shareholders’ ​ controlling ​ ​ ​ and per share amounts) ​ Shares ​ Dollars ​ Paid-In Capital ​ Income ​ Earnings ​ Equity ​ Interests ​ Total Equity BALANCE JANUARY 30, 2021 37,966,204 ​ $ 380 ​ $ 160,446 ​ $ ( 9,136 ) ​ $ 48,557 ​ $ 200,247 ​ $ 3,607 ​ $ 203,854 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ 137,019 ​ 137,019 ​ 1,144 ​ 138,163 Foreign currency translation adjustment ​ ​ ​ ​ ​ ​ ​ ( 677 ) ​ ​ ​ ( 677 ) ​ 66 ​ ( 611 ) Pension and other postretirement benefits adjustments, net of tax of $ 444 ​ ​ ​ ​ ​ ​ 1,207 ​ ​ ​ 1,207 ​ ​ ​ 1,207 Comprehensive income ​ ​ ​ ​ ​ ​ 530 ​ 137,019 ​ 137,549 ​ 1,210 ​ 138,759 Dividends ($ 0.28 per share) ​ ​ ​ ​ ​ ​ ​ ​ ( 10,648 ) ​ ( 10,648 ) ​ ​ ​ ( 10,648 ) Acquisition of treasury stock ( 661,265 ) ​ ( 7 ) ​ ​ ​ ​ ​ ( 16,958 ) ​ ( 16,965 ) ​ ​ ​ ( 16,965 ) Issuance of common stock under share-based plans, net 330,206 ​ 3 ​ ( 3,913 ) ​ ​ ​ ​ ​ ( 3,910 ) ​ ​ ​ ( 3,910 ) Share-based compensation expense ​ ​ ​ ​ 12,297 ​ ​ ​ ​ ​ 12,297 ​ ​ ​ 12,297 BALANCE JANUARY 29, 2022 37,635,145 ​ $ 376 ​ $ 168,830 ​ $ ( 8,606 ) ​ $ 157,970 ​ $ 318,570 ​ $ 4,817 ​ $ 323,387 Net earnings (loss) ​ ​ ​ ​ ​ ​ ​ ​ 181,742 ​ 181,742 ​ ( 2,047 ) ​ 179,695 Foreign currency translation adjustment ​ ​ ​ ​ ​ ​ ( 425 ) ​ ​ ​ ( 425 ) ​ ( 482 ) ​ ( 907 ) Pension and other postretirement benefits adjustments, net of tax of $ 6,145 ​ ​ ​ ​ ​ ​ ( 17,719 ) ​ ​ ​ ( 17,719 ) ​ ​ ​ ( 17,719 ) Comprehensive (loss) income ​ ​ ​ ​ ​ ​ ( 18,144 ) ​ 181,742 ​ 163,598 ​ ( 2,529 ) ​ 161,069 Contributions by noncontrolling interests, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ 3,142 ​ 3,142 Dividends ($ 0.28 per share) ​ ​ ​ ​ ​ ​ ​ ​ ( 10,184 ) ​ ( 10,184 ) ​ ​ ​ ( 10,184 ) Acquisition of treasury stock ( 2,622,845 ) ​ ( 26 ) ​ ​ ​ ​ ​ ( 63,199 ) ​ ( 63,225 ) ​ ​ ​ ( 63,225 ) Issuance of common stock under share-based plans, net 703,452 ​ 7 ​ ( 5,394 ) ​ ​ ​ ​ ​ ( 5,387 ) ​ ​ ​ ( 5,387 ) Share-based compensation expense ​ ​ ​ ​ 17,311 ​ ​ ​ ​ ​ 17,311 ​ ​ ​ 17,311 BALANCE JANUARY 28, 2023 35,715,752 ​ $ 357 ​ $ 180,747 ​ $ ( 26,750 ) ​ $ 266,329 ​ $ 420,683 ​ $ 5,430 ​ $ 426,113 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ 171,391 ​ 171,391 ​ 441 ​ 171,832 Foreign currency translation adjustment ​ ​ ​ ​ ​ ​ 115 ​ ​ ​ 115 ​ 68 ​ 183 Pension and other postretirement benefits adjustments, net of tax of $ 2,724 ​ ​ ​ ​ ​ ​ ( 7,869 ) ​ ​ ​ ( 7,869 ) ​ ​ ​ ( 7,869 ) Comprehensive (loss) income ​ ​ ​ ​ ​ ​ ( 7,754 ) ​ 171,391 ​ 163,637 ​ 509 ​ 164,146 Contributions by noncontrolling interests, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ 1,000 ​ 1,000 Dividends ($ 0.28 per share) ​ ​ ​ ​ ​ ​ ​ ​ ( 9,954 ) ​ ( 9,954 ) ​ ​ ​ ( 9,954 ) Acquisition of treasury stock ( 763,000 ) ​ ( 8 ) ​ ​ ​ ​ ​ ( 17,437 ) ​ ( 17,445 ) ​ ​ ​ ( 17,445 ) Issuance of common stock under share-based plans, net 537,267 ​ 6 ​ ( 11,100 ) ​ ​ ​ ​ ​ ( 11,094 ) ​ ​ ​ ( 11,094 ) Share-based compensation expense ​ ​ ​ ​ 14,804 ​ ​ ​ ​ ​ 14,804 ​ ​ ​ 14,804 BALANCE FEBRUARY 3, 2024 35,490,019 ​ $ 355 ​ $ 184,451 ​ $ ( 34,504 ) ​ $ 410,329 ​ $ 560,631 ​ $ 6,939 ​ $ 567,570 ​ See notes to consolidated financial statements. ​ ​ 45 Table of Contents Notes to Consolidated Financial Statements 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ​ Organization Caleres, Inc., originally founded as Brown Shoe Company in 1878 and incorporated in 1913, is a global footwear company. The Company’s shares are traded under the “CAL” symbol on the New York Stock Exchange. The Company provides a broad offering of branded, licensed and private-label athletic, casual and dress footwear products to women, men and children. The footwear is sold at a variety of price points through multiple distribution channels both domestically and internationally. The Company currently operates 958 retail shoe stores in the United States, Canada, East Asia and Guam under the Famous Footwear, Sam Edelman, Naturalizer and Allen Edmonds names. In addition, through its Brand Portfolio segment, the Company designs, sources, manufactures and markets footwear to retail stores domestically and internationally, including online retailers, national chains, department stores, independent retailers and mass merchandisers. Refer to Note 2 to the consolidated financial statements for additional information regarding the Company’s revenue by category and Note 7 for discussion of the Company’s business segments. The Company’s business is seasonal in nature due to consumer spending patterns with higher back-to-school and holiday season sales. Although the third fiscal quarter has historically accounted for a substantial portion of the Company’s earnings for the year, the Company has experienced more equal distribution among the quarters in recent years. Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries, after the elimination of intercompany accounts and transactions. Noncontrolling Interests Noncontrolling interests in the Company’s consolidated financial statements result from the accounting for noncontrolling interests in partially-owned consolidated subsidiaries or affiliates. In 2019, the Company entered into a joint venture with Brand Investment Holding Limited ("Brand Investment Holding"), a member of the Gemkell Group, to sell branded footwear in China, including Sam Edelman, Naturalizer and other brands. The Company and Brand Investment Holding are each 50 % owners of the joint venture, which is named CLT Brand Solutions ("CLT"). In 2023, capital contributions of $ 2.0 million were made to CLT, including $ 1.0 million received from Brand Investment Holding. As of February 3, 2024 and January 28, 2023, assets of CLT were $ 23.2 million and $ 19.8 million, respectively, and liabilities were $ 9.3 million and $ 9.1 million, respectively. Net sales of CLT were $ 26.8 million and $ 16.9 million in 2023 and 2022, respectively. Operating earnings of CLT were $ 0.5 million for 2023, compared to an operating loss of $ 2.7 million in 2022. The Company consolidates CLT into its consolidated financial statements on a one-month lag. Net earnings (loss) attributable to noncontrolling interests represents the share of net earnings or losses that are attributable to Brand Investment Holding. Transactions between the Company and the joint venture have been eliminated in the consolidated financial statements. Accounting Period The Company’s fiscal year is the 52- or 53-week period ending the Saturday nearest to January 31. Fiscal year 2023 includes a 53-week period ending February 3, 2024. Fiscal years 2022 and 2021, both of which included 52 weeks, ended on January 28, 2023 and January 29, 2022, respectively. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. 46 Table of Contents Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Cash equivalents also include amounts due from third-party financial institutions for credit and debit card transactions. These receivables typically settle in five days or less. Amounts due from the financial institutions for these transactions totaled $ 9.3 million and $ 8.6 million as of February 3, 2024 and January 28, 2023, respectively. The Company had an immaterial amount of restricted cash as of February 3, 2024 and January 28, 2023. Receivables In accordance with Accounting Standards Codification (“ASC”) Topic 326, Financial Instruments - Credit Losses, 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. The allowance for expected credit losses is adjusted for current conditions and reasonable and supportable forecasts. The Company recognized a provision for expected credit losses of $ 1.0 million in 2023 and adjustments to the provision of $ 0.3 million and $ 2.2 million in 2022 and 2021, respectively. Customer allowances represent reserves against the Company’s wholesale customers’ accounts receivable for margin assistance, product returns, customer deductions and co-op advertising allowances. The Company estimates the reserves needed for margin assistance by reviewing inventory levels on the retail floors, sell-through rates, historical dilution, current gross margin levels and other performance indicators of the Company’s major retail customers. Product returns and customer deductions are estimated using historical experience and anticipated future trends. Co-op advertising allowances are estimated based on customer agreements. The Company recognized provisions for customer allowances of $ 28.5 million, $ 27.6 million and $ 26.1 million in 2023, 2022 and 2021, respectively. Customer discounts represent reserves against the Company’s accounts receivable for discounts that wholesale customers may take based on meeting certain order, payment or return guidelines. The Company estimates the reserves needed for customer discounts based upon customer net sales and terms of the respective agreements. The Company recognized provisions for customer discounts of $ 9.9 million, $ 11.4 million and $ 7.5 million in 2023, 2022 and 2021, respectively. Inventories The Company values inventories at the lower of cost or market for approximately 86 % of consolidated inventories, which represents divisions using the last-in, first-out (“LIFO”) method. For the remaining portion, the Company’s inventories are valued at the lower of cost or net realizable value. For inventory valued at LIFO, the Company regularly reviews the inventory for excess, obsolete or impaired inventory, and writes it down to the lower of cost or market. An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. If the first-in, first-out (“FIFO”) method had been used, consolidated inventories would have been $ 10.3 million and $ 6.3 million higher at February 3, 2024 and January 28, 2023, respectively. In 2023 and 2022, the Company recorded LIFO provisions of $ 4.9 million and $ 4.7 million, respectively, on certain inventories at the Famous Footwear segment as a result of product cost inflation. Refer to Note 8 to the consolidated financial statements for additional information related to inventories. The Company applies judgment in determining the market value of inventory, which requires an estimate of net realizable value, including current and expected selling prices, costs to sell and normal gross profit rates. The method used to determine market value varies by business division, based on the unique operating models. At the Famous Footwear segment and certain operations within the Brand Portfolio segment, market value is determined based on net realizable value less an estimate of expected costs to be incurred to sell the product. Accordingly, the Company records markdowns when it becomes evident that inventory items will be sold at prices below cost. As a result, gross profit rates at the Famous Footwear segment and, to a lesser extent, the Brand Portfolio segment are lower than the initial markup during periods when permanent price reductions are taken to clear product. For the majority of the Brand Portfolio segment, the Company determines market value based upon the net realizable value of inventory less a normal gross profit rate. The Company believes these policies reflect the difference in operating models between the Famous Footwear and Brand Portfolio segments. Famous Footwear periodically runs promotional events to drive sales to clear seasonal inventories. The Brand Portfolio segment generally relies on permanent price reductions to clear slower-moving inventory. 47 Table of Contents The determination of markdown reserves for the Brand Portfolio segment requires significant assumptions, estimates and judgments by management, and is subject to inherent uncertainties and subjectivity. In determining markdown reserves, management considers recent and forecasted sales prices, historical gross profit rates, the length of time the product is held in inventory and quantities of various product styles contained in inventory, as well as demand, among other factors. The ultimate amount realized from the sale of certain products could differ from management estimates. Markdown reserves were $ 20.9 million and $ 43.9 million as of February 3, 2024 and January 28, 2023, respectively. The costs of inventory, inbound freight and duties, markdowns, shrinkage and royalty expense are classified in cost of goods sold. Costs of warehousing and distribution are classified in selling and administrative expenses and are expensed as incurred. Such warehousing and distribution costs totaled $ 117.0 million, $ 121.0 million and $ 99.5 million in 2023, 2022 and 2021, respectively. Costs of overseas sourcing offices and other inventory procurement costs are reflected in selling and administrative expenses and are expensed as incurred. Such sourcing and procurement costs totaled $ 22.0 million, $ 21.4 million and $ 22.2 million in 2023, 2022 and 2021, respectively. The Company performs physical inventory counts or cycle counts on all merchandise inventory on hand throughout the year and adjusts the recorded balance to reflect the results. The Company records estimated shrinkage between physical inventory counts based on historical results. Computer Software Costs The Company capitalizes certain costs in other assets, including internal payroll costs incurred in connection with the development or acquisition of software for internal use. Other assets on the consolidated balance sheets include $ 16.3 million and $ 16.0 million of computer software costs as of February 3, 2024 and January 28, 2023, respectively, which are net of accumulated amortization of $ 88.1 million and $ 88.5 million as of the end of the respective periods. In addition, other assets on the consolidated balance sheets include $ 16.4 million and $ 5.6 million for cloud computing arrangements (software-as-a-service contracts) and related implementation costs as of February 3, 2024 and January 28, 2023, respectively, which are net of accumulated amortization of $ 6.7 million and $ 4.7 million as of the end of the respective periods. The balance as of February 3, 2024 includes capitalized costs associated with the Company’s multi-year implementation of a cloud-based ERP. Property and Equipment Property and equipment are stated at cost. Depreciation of property and equipment is provided over the estimated useful lives of the assets or the remaining lease terms, where applicable, using the straight-line method. Interest Expense Interest Expense Interest expense generally includes interest for borrowings under the Company’s revolving credit agreement, fees paid for the unused portion of the line of credit, and amortization of the deferred debt issuance costs. Interest expense for 2021 included interest for the Company’s long-term debt and related amortization of deferred debt issuance costs and debt discount, as well as fair value adjustments on the mandatory purchase obligation from the acquisition of Blowfish Malibu, as further described in Note 4 to the consolidated financial statements. Capitalized Interest Interest costs for major asset additions are capitalized during the construction or development period and amortized over the lives of the related assets. The Company capitalized interest of $ 0.3 million in 2023 related to its multi-year implementation of a cloud-based ERP, with no corresponding interest capitalized in 2022. ​ Goodwill and Intangible Assets Goodwill and intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests. In accordance with ASC 350, Intangibles-Goodwill and Other , the Company is permitted, but not required, to qualitatively assess indicators of a reporting unit’s fair value when it is unlikely that a reporting unit is impaired. If a quantitative test is deemed necessary, a discounted cash flow analysis is prepared to estimate fair value. A fair value-based test is applied at the reporting unit level, which is generally at or one level below the operating segment level. The test compares the fair value of the Company’s reporting units to the carrying value of those reporting units. This test 48 Table of Contents requires significant assumptions, estimates and judgments by management, and is subject to inherent uncertainties and subjectivity. The Company performs its goodwill impairment assessment and impairment tests on its indefinite-lived intangible assets as of the first day of the fourth quarter of each fiscal year unless events indicate an interim test is required. Definite-lived intangible assets are amortized over their useful lives and are reviewed for impairment if and when impairment indicators are present. Refer to Note 10 to the consolidated financial statements for further discussion of goodwill and intangible assets. Self-Insurance Reserves The Company is self-insured and/or retains high deductibles for a significant portion of its workers’ compensation, health, disability, cyber risk, general liability, automobile and property programs, among others. Liabilities associated with the risks that are retained by the Company are estimated by considering historical claims experience, trends of the Company and the industry and other actuarial assumptions. The estimated accruals for these liabilities could be affected if development of costs on claims differ from these assumptions and historical trends. Based on available information as of February 3, 2024, the Company believes it has provided adequate reserves for its self-insurance exposure. As of February 3, 2024 and January 28, 2023, self-insurance reserves were $ 10.4 million and $ 9.7 million, respectively. ​ Supplier Finance Program 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. The liabilities for the suppliers that participate in the Program are presented within accounts payable in the Company’s consolidated balance sheets, with changes reflected within cash flows from operating activities when settled. As of February 3, 2024 and January 28, 2023, the Company had $ 13.0 million and $ 26.0 million, respectively, of accounts payable subject to the Program arrangements. ​ Revenue Recognition Retail sales, recognized at the point of sale, are recorded net of returns and exclude sales tax. Wholesale sales are recorded, net of returns, allowances and discounts, when obligations under the terms of a contract with the consumer are satisfied. This generally occurs at the time of transfer of control of merchandise. The Company considers several control indicators in its assessment of the timing of the transfer of control, including significant risks and rewards of ownership, physical possession and the Company’s right to receive payment. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring merchandise. Reserves for projected merchandise returns, discounts and allowances are determined based on historical experience and current expectations. Revenue is recognized on license fees related to Company-owned brand names, where the Company is the licensor, when the related sales of the licensee are made. The Company applies the guidance using the portfolio approach in ASC 606, Revenue from Contracts with Customers, because this methodology would not differ materially from applying the guidance to the individual contracts within the portfolio. The Company excludes sales and similar taxes collected from customers from the measurement of the transaction price for its retail sales. Refer to Note 2 for further discussion of revenue. Gift Cards The Company sells gift cards to its customers in its retail stores, through its e-commerce sites and at other retailers. The Company’s gift cards do not have expiration dates or inactivity fees. The Company recognizes revenue from gift cards when (i) the gift card is redeemed by the consumer or (ii) the likelihood of the gift card being redeemed by the consumer is remote (“gift card breakage”) and the Company determines that it does not have a legal obligation to remit the value of unredeemed gift cards to the relevant jurisdictions. The gift card breakage rate is determined based upon historical redemption patterns. Gift card breakage is recognized during the 24-month period following the sale of the gift card, according to the Company’s historical redemption pattern. Gift card breakage income is included in net sales in the consolidated statements of earnings and the liability established upon the sale of a gift card is included in other accrued 49 Table of Contents expenses within the consolidated balance sheets. The Company recognized gift card breakage of $ 0.8 million, $ 1.1 million and $ 1.0 million in 2023, 2022 and 2021, respectively. Loyalty Program The Company maintains a loyalty program at Famous Footwear, through which consumers earn points toward savings certificates for qualifying purchases. Upon reaching specified point values, consumers are issued a savings certificate that may be redeemed for purchases at Famous Footwear. Savings certificates earned must be redeemed within stated expiration dates. In addition to the savings certificates, the Company also offers exclusive member discounts. The value of points and rewards earned by Famous Footwear’s loyalty program members are recorded as a reduction of net sales and a liability is established within other accrued expenses at the time the points are earned based on historical conversion and redemption rates. Approximately 77 % of net sales in the Famous Footwear segment were made to its loyalty program members in both 2023 and 2022. In addition, loyalty programs have recently been launched for the Allen Edmonds and Naturalizer brands. As of February 3, 2024 and January 28, 2023, the Company had loyalty program liabilities totaling $ 11.5 million and $ 17.7 million, respectively, which are included in other accrued expenses on the consolidated balance sheets. Of the $ 11.5 million loyalty program liability as of February 3, 2024, $ 10.0 million is reflected in the Famous Footwear segment and $ 1.5 million is reflected in the Brand Portfolio segment. Of the $ 17.7 million loyalty program liability as of January 28, 2023, $ 16.0 million is reflected in the Famous Footwear segment and $ 1.7 million is reflected in the Brand Portfolio segment. Store Impairment Charges The Company regularly analyzes the results of all of its stores and assesses the viability of underperforming stores to determine whether events or circumstances exist that indicate the stores should be closed or whether the carrying amount of their long-lived assets may not be recoverable. After allowing for an appropriate start-up period and consideration of any unusual nonrecurring events, property and equipment at stores and the lease right-of-use asset, indicated as impaired are written down to fair value as calculated using a discounted cash flow method. The Company recorded asset impairment charges, primarily for operating lease right-of-use assets, leasehold improvements, and furniture and fixtures in the Company’s retail stores, of $ 0.7 million, $ 1.8 million and $ 4.1 million in 2023, 2022 and 2021, respectively. Advertising and Marketing Expense Advertising and marketing costs are expensed as incurred, except for the costs of direct response advertising that relate primarily to the production and distribution of the Company’s catalogs and coupon mailers. Direct response advertising costs are capitalized and amortized over the expected future revenue stream, which is generally one to three months from the date the materials are mailed. External production costs of advertising are expensed when the advertising first appears in the media or in the store. In addition, the Company participates in co-op advertising programs with certain of its wholesale customers. For those co-op advertising programs where the Company has validated the fair value of the advertising received, co-op advertising costs are reflected as advertising expense within selling and administrative expenses. Otherwise, co-op advertising costs are reflected as a reduction of net sales. Total advertising and marketing expense was $ 145.7 million, $ 138.0 million and $ 118.1 million in 2023, 2022 and 2021, respectively. These costs were offset by co-op advertising allowances recovered by the Company’s retail business of $ 6.2 million, $ 6.0 million and $ 5.4 million in 2023, 2022 and 2021, respectively. Total co-op advertising costs reflected as a reduction of net sales were $ 17.0 million in 2023, $ 18.5 million in 2022 and $ 10.8 million in 2021. Total advertising costs attributable to future periods that are deferred and recognized as a component of prepaid expenses and other current assets were $ 7.0 million and $ 4.6 million at February 3, 2024 and January 28, 2023, respectively. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the consolidated financial statement carrying amounts and the tax bases of its assets and liabilities. The Company establishes valuation allowances if it believes that it is more-likely-than-not that some or all of its deferred tax assets will not be realized. The Company does not recognize a tax benefit unless it concludes that it is more-likely-than-not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met, the Company recognizes a tax benefit measured at the largest 50 Table of Contents amount of the tax benefit that, in its judgment, is greater than 50% likely to be realized. The Company records interest and penalties related to unrecognized tax positions within the income tax provision benefit on the consolidated statements of earnings. Operating Leases The Company leases all of its retail locations, a manufacturing facility and certain office locations, distribution centers and equipment under operating leases. Approximately 33 % of the leases entered into by the Company include options that allow the Company to extend the lease term beyond the initial commitment period, subject to terms agreed to at lease inception. Some leases also include early termination options that can be exercised under specific conditions. In accordance with ASC Topic 842, Leases (“ASC 842”), lease right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The majority of the Company’s leases do not provide an implicit rate and therefore, the Company uses an incremental borrowing rate based on the information available at the commencement date, including implied traded debt yield and seniority adjustments, to determine the present value of future payments. Lease expense for the minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are expensed as incurred. Contingent Rentals Many of the leases covering retail stores require contingent rental payments in addition to the minimum monthly rental charge based on retail sales volume. The Company excludes from lease payments any variable payments that are not based on an index or market. If payment for a lease is fully contingent on sales, such as a percentage of sales gross rent lease, none of the lease payments are included in the lease right-of-use asset or the lease liability. Construction Allowances Received From Landlords At the time its retail facilities are initially leased, the Company often receives consideration from landlords to be applied against the cost of leasehold improvements necessary to open the store. The Company treats these construction allowances as a lease incentive. In accordance with ASC 842, the allowances are recorded within the lease right-of-use asset and amortized to income over the lease term as a reduction of rent expense. Straight-Line Rents and Rent Holidays The Company records rent expense on a straight-line basis over the lease term for all of its leased facilities. For leases that have predetermined fixed escalations of the minimum rentals, the Company recognizes the related rental expense on a straight-line basis and records the difference between the recognized rental expense and amounts payable under the lease as the lease right-of-use asset. At the time its retail facilities are leased, the Company is frequently not charged rent for a specified period of time, typically 30 to 60 days, while the store is being prepared for opening. This rent-free period is referred to as a rent holiday. The Company recognizes rent expense over the lease term, including any rent holiday, within selling and administrative expenses on the consolidated statements of earnings. Pre-opening Costs Pre-opening costs associated with opening retail stores, including payroll, supplies and facility costs, are expensed as incurred. Earnings Per Common Share Attributable to Caleres, Inc. Shareholders The Company uses the two-class method to calculate basic and diluted earnings per common share attributable to Caleres, Inc. shareholders. Unvested restricted stock awards are considered participating units because they entitle holders to non-forfeitable rights to dividends or dividend equivalents during the vesting term. Under the two-class method, basic earnings per common share attributable to Caleres, Inc. shareholders is computed by dividing the net earnings attributable to Caleres, Inc. after allocation of earnings to participating securities by the weighted-average number of common shares outstanding during the year. Diluted earnings per common share attributable to Caleres, Inc. shareholders is computed by dividing the net earnings attributable to Caleres, Inc. after allocation of earnings to participating securities by the weighted-average number of common shares and potential dilutive securities outstanding during the year. Potential dilutive securities consist of outstanding stock options and contingently issuable shares for the Company’s performance share awards. Refer to Note 3 to the consolidated financial statements for additional information related to the calculation of earnings per common share attributable to Caleres, Inc. shareholders. 51 Table of Contents Comprehensive Income Comprehensive income primarily includes the effect of foreign currency translation adjustments and pension and other postretirement benefits adjustments. Foreign Currency Translation Adjustment For certain of the Company’s international subsidiaries, the local currency is the functional currency. Assets and liabilities of these subsidiaries are translated into United States dollars at the period-end exchange rate or historical rates as appropriate. Consolidated statements of earnings amounts are translated at average exchange rates for the period. The cumulative translation adjustments resulting from changes in exchange rates are included in the consolidated balance sheets as a component of accumulated other comprehensive loss in total Caleres, Inc. shareholders’ equity. Transaction gains and losses are included in the consolidated statements of earnings. Pension and Other Postretirement Benefits Adjustments The Company determines the expense and obligations for retirement and other benefit plans using assumptions related to discount rates, expected long-term rates of return on invested plan assets, expected salary increases and certain employee-related factors. The Company determines the fair value of plan assets and benefit obligations as of the January 31 measurement date. The unrecognized portion of the gain or loss on plan assets is included in the consolidated balance sheets as a component of accumulated other comprehensive loss in total Caleres, Inc. shareholders’ equity and is recognized into expense over time. Refer to additional information related to pension and other postretirement benefits in Note 5 and Note 14 to the consolidated financial statements. Litigation Contingencies The Company is the defendant in several claims and lawsuits arising in the ordinary course of business. The Company believes the outcome of such proceedings and litigation currently pending will not have a material adverse effect on the consolidated financial position or results of operations. The Company accrues its best estimate of the cost of resolution of these claims. Legal defense costs of such claims are recognized in the period in which the costs are incurred. Refer to Note 16 to the consolidated financial statements for further discussion of commitments and contingencies. Environmental Matters The Company is involved in environmental remediation and ongoing compliance activities at several sites. The Company is remediating, under the oversight of Colorado authorities, the groundwater and indoor air at its owned facility and residential neighborhoods adjacent to and near the property, which have been affected by solvents previously used at the facility. In addition, various federal and state authorities have identified the Company as a potentially responsible party for remediation at certain other sites. The Company’s prior operations included numerous manufacturing and other facilities for which the Company may have responsibility under various environmental laws to address conditions that may be identified in the future. Refer to Note 16 to the consolidated financial statements for additional information. Environmental expenditures relating to an existing condition caused by past operations and that do not contribute to current or future revenue generation are expensed. Based upon independent environmental assessments, liabilities are recorded when remedial action is considered probable and the costs can be reasonably estimated and are evaluated independently of any future claims recovery. Generally, the timing of these accruals coincides with completion of a feasibility study or the Company’s commitment to a formal plan of action, and the cost estimates are subject to change as new information becomes available. Costs of future expenditures for environmental remediation obligations are discounted to their present value in those situations requiring only continuing maintenance and monitoring based upon a schedule of fixed payments. Share-Based Compensation The Company has share-based incentive compensation plans under which certain officers, employees and members of the Board of Directors are participants and may be granted restricted stock, stock performance awards and stock options. Additionally, share-based grants may be made to non-employee members of the Board of Directors in the form of restricted stock units (“RSUs”) payable in cash or the Company’s common stock. The Company accounts for share-based compensation in accordance with the fair value recognition provisions of ASC 718, Compensation – Stock Compensation , and ASC 505, Equity , which require all share-based payments to employees and members of the Board of Directors, to be recognized as expense in the consolidated financial statements based on their fair values. Expense for restricted stock is based on the fair value of the restricted stock on the date of grant. Expense for graded-vesting grants is recognized ratably 52 Table of Contents over the respective vesting periods, which is generally 50 % over two years and 50 % over three years , and expense for cliff-vesting grants is recognized on a straight-line basis over the vesting period, which is generally one year . Expense for stock performance awards is recognized based upon the fair value of the awards on the date of grant and the anticipated number of shares or units to be awarded on a straight-line basis over the respective term of the award, or individual vesting portion of an award. Expense for the initial grant of RSUs is recognized ratably over the one-year vesting period based upon the fair value of the RSUs, and for cash-equivalent RSUs, is remeasured at the end of each period. The Company accounts for forfeitures of share-based grants as they occur. If the anticipated number of shares to be awarded or the share value of the Company’s common stock changes significantly, share-based compensation expense may differ materially in the future from that recorded in the current period. Refer to additional information related to share-based compensation in Note 15 to the consolidated financial statements. Consolidated Statements of Cash Flows Supplemental Disclosures The Company made payments for federal, state and international taxes, net of refunds, of $ 19.8 million, including $ 9.2 million for international taxes and $ 5.3 million each for federal and state taxes in 2023. The Company made payments for federal, state and international taxes, net of refunds, of $ 17.4 million, including $ 8.4 million for state taxes, $ 4.7 million for federal taxes and $ 4.3 million for international taxes in 2022. During 2021, the Company made payments for federal, state and international taxes, net of refunds, of $ 29.3 million, including $ 22.6 million for federal taxes, $ 3.5 million for state taxes and $ 3.2 million for international taxes. Refer to Note 6 to the consolidated financial statements for further information regarding income taxes. Cash payments of interest for the Company’s borrowings under the revolving credit agreement and long-term debt during 2023, 2022 and 2021 were $ 19.7 million, $ 12.5 million and $ 20.4 million, respectively. Refer to Note 11 to the consolidated financial statements for further discussion regarding the Company’s financing arrangements. Impact of Recently Adopted Accounting Pronouncements In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04, Liabilities – Supplier Finance Programs (Topic 405-50): Disclosure of Supplier Finance Program Obligations . The guidance requires qualitative and quantitative disclosures about supplier finance programs in annual financial statements, including key terms of the programs, amounts outstanding, balance sheet presentation and a rollforward of amounts outstanding during the year. For interim periods, the ASU requires disclosure of total obligations outstanding that have been confirmed as valid. The ASU is effective for the Company in fiscal year 2023, except for the rollforward requirement, which is effective in fiscal year 2024. The Company adopted the amendments on a retrospective basis during the first quarter of 2023, with the exception of the annual rollforward requirement, which will be adopted on a prospective basis by the effective date. Refer to the Supply Chain Financing section earlier in this footnote for additional information regarding the Company’s supplier finance program. Impact of Prospective Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which is intended to improve reportable segment disclosures by disclosing significant segment expenses that are regularly provided to the chief operating decision maker. The ASU is effective for the Company’s annual disclosures for fiscal year 2024 and for interim periods in the Company’s fiscal year 2025. The adoption of the ASU is not expected to have a material impact on the Company’s financial statement disclosures. ​ In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The ASU expands the income tax disclosure requirements, principally related to the rate reconciliation table and income taxes paid by jurisdiction. ASU 2023-09 is effective for the Company on a prospective basis in fiscal 2025, with the option to apply the standard retrospectively, and early adoption is permitted. The adoption of the ASU is not expected to have a material impact on the Company’s financial statement disclosures. ​ ​ ​ 53 Table of Contents 2. REVENUES ​ Disaggregation of Revenues The following table disaggregates revenue by segment and major source for 2023, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ Eliminations and ​ ​ ​ ($ thousands) Famous Footwear Brand Portfolio Other Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retail stores ​ $ 1,395,689 ​ $ 69,820 ​ $ — ​ $ 1,465,509 E-commerce - Company websites (1) ​ 210,622 ​ 229,495 ​ — ​ 440,117 E-commerce - wholesale drop-ship (1) ​ — ​ 133,097 ​ ( 5,786 ) ​ 127,311 Total direct-to-consumer sales ​ ​ 1,606,311 ​ ​ 432,412 ​ ​ ( 5,786 ) ​ ​ 2,032,937 Wholesale - e-commerce (1) ​ — ​ 233,183 ​ — ​ 233,183 Wholesale - landed ​ — ​ 491,132 ​ ( 57,169 ) ​ 433,963 Wholesale - first cost ​ — ​ 101,472 ​ — ​ 101,472 Licensing and royalty ​ 2,330 ​ 12,576 ​ — ​ 14,906 Other (2) ​ 755 ​ 78 ​ — ​ 833 Net sales ​ $ 1,609,396 ​ $ 1,270,853 ​ $ ( 62,955 ) ​ $ 2,817,294 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ Eliminations and ​ ​ ​ ($ thousands) Famous Footwear Brand Portfolio Other Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retail stores ​ $ 1,467,968 ​ $ 60,113 ​ $ — ​ $ 1,528,081 E-commerce - Company websites (1) ​ 233,977 ​ 218,434 ​ — ​ 452,411 E-commerce - wholesale drop-ship (1) ​ — ​ 148,825 ​ ( 5,649 ) ​ 143,176 Total direct-to-consumer sales ​ ​ 1,701,945 ​ ​ 427,372 ​ ​ ( 5,649 ) ​ ​ 2,123,668 Wholesale - e-commerce (1) ​ — ​ 207,779 ​ — ​ 207,779 Wholesale - landed ​ — ​ 548,838 ​ ( 54,078 ) ​ 494,760 Wholesale - first cost ​ — ​ 125,091 ​ — ​ 125,091 Licensing and royalty ​ 2,105 ​ 13,604 ​ — ​ 15,709 Other (2) ​ 1,043 ​ 88 ​ — ​ 1,131 Net sales ​ $ 1,705,093 ​ $ 1,322,772 ​ $ ( 59,727 ) ​ $ 2,968,138 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ Eliminations and ​ ​ ​ ($ thousands) Famous Footwear Brand Portfolio Other Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retail stores ​ $ 1,494,595 ​ $ 59,269 ​ $ — ​ $ 1,553,864 E-commerce - Company websites (1) ​ 251,823 ​ 189,564 ​ — ​ 441,387 E-commerce - wholesale drop-ship (1) ​ ​ — ​ ​ 93,783 ​ ​ ( 2,427 ) ​ ​ 91,356 Total direct-to-consumer sales ​ 1,746,418 ​ $ 342,616 ​ $ ( 2,427 ) ​ $ 2,086,607 Wholesale - e-commerce (1) ​ $ — ​ ​ 157,195 ​ ​ — ​ ​ 157,195 Wholesale - landed ​ ​ — ​ ​ 468,436 ​ ​ ( 49,263 ) ​ ​ 419,173 Wholesale - first cost ​ — ​ 100,467 ​ — ​ 100,467 Licensing and royalty ​ 1,010 ​ 12,138 ​ — ​ 13,148 Other (2) ​ 863 ​ 151 ​ — ​ 1,014 Net sales ​ $ 1,748,291 ​ $ 1,081,003 ​ $ ( 51,690 ) ​ $ 2,777,604 (1) Collectively referred to as "e-commerce" below (2) Includes breakage revenue from unredeemed gift cards 54 Table of Contents Retail stores The Company generates revenue from retail sales where control is transferred and revenue is recognized at the point of sale. Retail sales are recorded net of estimated returns and exclude sales tax. The Company records a returns reserve and a corresponding return asset for expected returns of merchandise. Retail sales to members of the Company’s loyalty programs, including the Famously You Rewards program, include two performance obligations: the sale of merchandise and the delivery of points that may be 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. The stand-alone selling price for the points is estimated using the retail value of the merchandise earned, adjusted for estimated breakage based upon historical redemption patterns. The revenue associated with the initial merchandise purchased is recognized immediately and the value assigned to the points is deferred until the points are redeemed, forfeited or expired. E-commerce The Company generates revenue from sales on websites maintained by the Company that are shipped from the Company’s distribution centers or retail stores directly to the consumer, or picked up directly by the consumer from the Company’s stores (“e-commerce - Company websites”); sales from the Company’s wholesale customers’ websites that are fulfilled on a drop-ship basis (“e-commerce - wholesale drop-ship”); and other e-commerce sales (wholesale - e-commerce”), collectively referred to as “e-commerce”. The Company transfers control and recognizes revenue for merchandise sold that is shipped directly to an individual consumer upon delivery to the consumer. Landed wholesale Landed sales are wholesale sales in which the Company obtains title to the footwear from the overseas suppliers and maintains title until the merchandise clears United States customs. The merchandise is shipped directly to the customer from the Company’s warehouses. Many customers that purchase footwear on a landed basis arrange their own transportation of merchandise and, with limited exceptions, control is transferred at the time of shipment. Landed sales generally carry a higher profit rate than first-cost wholesale 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. First-cost wholesale First-cost sales are wholesale sales in which the Company purchases merchandise from an international factory that manufactures the product and subsequently sells to a customer at an overseas port. Many of the customers then import this product into the United States. Revenue is recognized at the time the merchandise is delivered to the customer’s designated freight forwarder and control is transferred to the customer. Licensing and royalty The Company has license agreements with third parties allowing them to sell the Company’s branded product, or other merchandise that uses the Company’s owned or licensed brand names. These license agreements provide the licensee access to the Company’s symbolic intellectual property, and revenue is therefore recognized over the license term. For royalty contracts that do not have guaranteed minimums, the Company recognizes revenue as the licensee’s sales occur. For royalty contracts that have guaranteed minimums, revenue for the guaranteed minimum is recognized on a straight-line basis during the term, until such time that the cumulative royalties exceed the total minimum guarantee. Up-front payments are recognized over the contractual term to which the guaranteed minimum relates. The Company also licenses its Famous Footwear trade name and logo to a third-party financial institution to offer Famous Footwear-branded credit cards to its consumers. The Company receives royalties based upon cardholder spending, which is recognized as licensing revenue at the time when the credit card is used. ​ Contract Balances Revenue is recorded at the transaction price, net of estimates for variable consideration for which reserves are established, including returns, allowances and discounts. Variable consideration is estimated using the expected value method and given the large number of contracts with similar characteristics, the portfolio approach is applied to determine the variable 55 Table of Contents consideration for each revenue stream. Reserves for projected returns are based on historical patterns and current expectations. Information about significant contract balances from contracts with customers is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) February 3, 2024 January 28, 2023 Customer allowances and discounts ​ $ 21,497 ​ $ 21,917 Loyalty programs liability ​ 11,457 ​ 17,732 Returns reserve ​ 10,586 ​ 12,038 Gift card liability ​ 6,385 ​ 6,659 ​ Changes in contract balances with customers generally reflect differences in relative sales volume for the period presented. In addition, during 2023, the loyalty programs liability increased $ 44.1 million due to points and material rights earned on purchases and decreased $ 50.4 million due to expirations and redemptions. During 2022, the loyalty programs liability increased $ 36.6 million due to points and material rights earned on purchases and decreased $ 37.7 million due to expirations and redemptions. ​ Allowance for Expected Credit Losses The following table summarizes the activity in the Company’s allowance for expected credit losses for 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) 2023 ​ 2022 Balance, beginning of period ​ $ 8,903 ​ $ 9,601 Adjustment for expected credit losses ​ ​ 1,018 ​ ​ ( 262 ) Uncollectible accounts written off, net of recoveries ​ ​ ( 1,101 ) ​ ​ ( 436 ) Balance, end of period ​ $ 8,820 ​ $ 8,903 ​ ​ ​ 56 Table of Contents 3. EARNINGS PER SHARE The Company uses the two-class method to compute basic and diluted earnings per common share attributable to Caleres, Inc. shareholders. In periods of net loss, no effect is given to the Company’s participating securities since they do not contractually participate in the losses of the Company. The following table sets forth the computation of basic and diluted earnings per common share attributable to Caleres, Inc. shareholders: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands, except per share amounts) 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NUMERATOR ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings ​ $ 171,832 ​ $ 179,695 ​ $ 138,163 Net (earnings) loss attributable to noncontrolling interests ​ ( 441 ) ​ 2,047 ​ ( 1,144 ) Net earnings attributable to Caleres, Inc. ​ $ 171,391 ​ $ 181,742 ​ $ 137,019 Net earnings allocated to participating securities ​ ( 7,517 ) ​ ( 7,716 ) ​ ( 4,982 ) Net earnings attributable to Caleres, Inc. after allocation of earnings to participating securities ​ $ 163,874 ​ $ 174,026 ​ $ 132,037 ​ ​ ​ ​ DENOMINATOR ​ ​ ​ Denominator for basic earnings per common share attributable to Caleres, Inc. shareholders ​ 34,142 ​ 34,930 ​ 36,741 Dilutive effect of share-based awards ​ 10 ​ 475 ​ 354 Denominator for diluted earnings per common share attributable to Caleres, Inc. shareholders ​ 34,152 ​ 35,405 ​ 37,095 ​ ​ ​ ​ Basic earnings per common share attributable to Caleres, Inc. shareholders ​ $ 4.80 ​ $ 4.98 ​ $ 3.59 ​ ​ ​ ​ Diluted earnings per common share attributable to Caleres, Inc. shareholders ​ $ 4.80 ​ $ 4.92 ​ $ 3.56 ​ There were no outstanding options to purchase shares of common stock in 2023 or 2022. Options to purchase 16,667 shares of common stock in 2021 were not included in the denominator for diluted earnings per common share attributable to Caleres, Inc. shareholders because the effect would be antidilutive. As further discussed in Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, the Company has two publicly announced share repurchase programs. The Company repurchased 763,000 , 2,622,845 and 661,265 shares at a cost of $ 17.4 million, $ 63.2 million and $ 17.0 million during the years ended February 3, 2024, January 28, 2023 and January 29, 2022, respectively, under these programs. No excise taxes were due on the Company’s share repurchases during 2023 under the provisions of the Inflation Reduction Act of 2022. ​ 4. RESTRUCTURING AND OTHER INITIATIVES ​ Expense Reduction Initiatives During 2023, the Company incurred costs of $ 6.1 million ($ 4.5 million on an after-tax basis, or $ 0.13 per diluted share) associated with its expense reduction initiatives. The costs were primarily for severance and other costs to integrate the Blowfish Malibu office, showroom and information systems into the St. Louis infrastructure. Of the $ 6.1 million in charges presented in restructuring and other special charges on the consolidated statements of earnings for 2023, $ 2.6 million is reflected in the Brand Portfolio segment, $ 2.1 million is reflected in the Eliminations and Other category and $ 1.4 million is reflected in the Famous Footwear segment. As of February 3, 2024, restructuring reserves of $ 3.2 million were included in other accrued expenses on the consolidated balance sheet. ​ 57 Table of Contents Organizational Change During 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 a CFO transition at the corporate headquarters. These costs were recognized as restructuring and other special charges in the consolidated statement of earnings within the Eliminations and Other category. ​ Blowfish Mandatory Purchase Obligation On July 6, 2018, the Company acquired a controlling interest in Blowfish Malibu. The remaining interest was subject to a mandatory purchase obligation after a three-year period, which ended on July 31, 2021, based upon an earnings multiple formula as specified in the purchase agreement. Approximately $ 9.0 million was initially assigned to the mandatory purchase obligation and fair value adjustments on the mandatory purchase obligation were recorded as interest expense. The fair value adjustments on the mandatory purchase obligation totaled $ 15.4 million ($ 11.5 million on an after-tax basis, or $ 0.30 per diluted share) in 2021. The mandatory purchase obligation was settled for $ 54.6 million on November 4, 2021. The settlement of the $ 9.0 million initially assigned to the mandatory purchase obligation is presented within financing activities on the consolidated statements of cash flows and the remaining $ 45.6 million is presented within operating activities, in accordance with ASC 230, Statement of Cash Flows . There were no corresponding charges during 2023 or 2022. Brand Portfolio – Business Exits During 2021, the Company incurred costs of $ 13.5 million ($ 11.9 million on an after-tax basis, or $ 0.31 per diluted share) related to the strategic realignment of the Naturalizer retail store operations. These costs primarily represented lease termination and other stores closure costs, including employee severance, for the 73 stores that were closed during the first quarter of 2022. These charges are presented in restructuring and special charges on the consolidated statement of earnings within the Brand Portfolio segment. ​ 5. RETIREMENT AND OTHER BENEFIT PLANS ​ The Company sponsors pension plans in both the United States and Canada. Under the domestic plans, salaried, management and certain hourly employees’ pension benefits are based on a two-rate formula applied to each year of service. Participants receive the larger of the accrued benefit as of December 31, 2015 (based on service commencing at the date of hire and a 35 -year service cap and an average annual salary for the five highest consecutive years during the last 10-year period) and the benefit calculated under the current plan provisions from the date of hire. Generally, under the current plan provisions, a participant receives credit for one year of service for each 365 days of employment as an eligible employee with the Company commencing after the employee’s date of participation in the plan, up to 30 years . Except for grandfathered employees and certain hourly associates in the Company’s retail divisions, final average compensation, taxable covered compensation and credited service for purposes of determining accrued pension benefits were frozen as of December 31, 2018. The Company’s Canadian pension plans cover certain employees based on plan specifications. Under the Canadian plans, employees’ pension benefits are based on the employee’s highest consecutive five years of compensation during the 10 years before retirement. The Company’s funding policy for all plans is to make the minimum annual contributions required by applicable regulations. The Company also maintains an unfunded Supplemental Executive Retirement Plan (“SERP”). In addition to providing pension benefits, the Company sponsors unfunded postretirement life insurance plans that cover both salaried and hourly employees who became eligible for benefits by January 1, 1995. The life insurance plans provide coverage of up to $ 20,000 for qualifying retired employees. 58 Table of Contents Benefit Obligations The following table sets forth changes in benefit obligations, including all domestic and Canadian plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Benefits ​ Other Postretirement Benefits ($ thousands) 2023 2022 2023 2022 Benefit obligation at beginning of year ​ $ 285,572 ​ $ 355,286 ​ $ 1,018 ​ $ 1,143 Service cost ​ 5,020 ​ 7,143 ​ — ​ — Interest cost ​ 14,543 ​ 11,977 ​ 48 ​ 35 Plan participants’ contribution ​ 11 ​ 10 ​ 1 ​ 4 Plan amendments ​ — ​ 407 ​ — ​ — Actuarial (gain) loss ​ ( 6,773 ) ​ ( 70,775 ) ​ ( 61 ) ​ ( 85 ) Benefits paid ​ ( 16,149 ) ​ ( 15,440 ) ​ ( 75 ) ​ ( 79 ) Settlements ​ — ​ ( 3,032 ) ​ — ​ — Curtailments ​ — ​ 13 ​ — ​ — Foreign exchange rate changes ​ ( 49 ) ​ ( 17 ) ​ — ​ — Benefit obligation at end of year ​ $ 282,175 ​ $ 285,572 ​ $ 931 ​ $ 1,018 ​ The accumulated benefit obligation for the United States pension plans was $ 277.1 million and $ 280.5 million as of February 3, 2024 and January 28, 2023, respectively. The accumulated benefit obligation for the Canadian pension plans was $ 3.2 million and $ 3.3 million as of February 3, 2024 and January 28, 2023, respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Benefits Other Postretirement Benefits Weighted–average assumptions used to determine benefit obligations, end of year 2023 2022 2023 2022 Discount rate ​ 5.40 % 5.20 % 5.40 % 5.20 % Rate of compensation increase 1.70 % 3.00 % N/A N/A ​ ​ As of February 3, 2024 and January 28, 2023, the Company used the PRI-2012 Bottom Quartile mortality table, projected using generational scale MP-2021, a base mortality table issued by the Society of Actuaries in 2021, to estimate the plan liabilities. Plan Assets Pension assets are managed in accordance with the prudent investor standards of the Employee Retirement Income Security Act (“ERISA”). The plan’s investment objective is to earn a competitive total return on assets, while also ensuring plan assets are adequately managed to provide for future pension obligations. This results in the protection of plan surplus and is accomplished by matching the duration of the projected benefit obligation using leveraged fixed income instruments and, while maintaining an equity commitment, managing an equity overlay strategy. The overlay strategy is intended to protect the managed equity portfolios against adverse stock market environments. The Company delegates investment management of the plan assets to specialists in each asset class and regularly monitors manager performance and compliance with investment guidelines. The Company’s overall investment strategy is to achieve a mix of approximately 97 % of investments for long-term growth and 3 % for near-term benefit payments with a wide diversification of asset types, fund strategies and fund managers. The target allocations for plan assets for 2023 were equities of between 65 % and 75 % and debt securities of between 25 % and 35 %. Allocations may change periodically based upon changing market conditions. Corporate stocks – common did not include any Company stock at February 3, 2024 or January 28, 2023. Assets of the Canadian pension plans, which totaled approximately $ 4.3 million on February 3, 2024, were invested 55 % in equity funds, 42 % in bond funds and 3 % in money market funds. The Canadian pension plans did not include any Company stock as of February 3, 2024 or January 28, 2023. A financial instrument’s level within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Refer to further discussion on the fair value hierarchy in Note 13 to the consolidated financial 59 Table of Contents statements. Following is a description of the pension plan investments measured at fair value, including the general classification of such investments pursuant to the valuation hierarchy. ● Cash and cash equivalents include cash collateral and margin as well as money market funds. The fair values are based on unadjusted quoted market prices in active markets with sufficient volume and frequency and therefore are classified within Level 1 of the fair value hierarchy. ● Investments in U.S. government securities, the mutual fund, exchange-traded funds, corporate stocks - common and S&P 500 Index put and call options (traded on security exchanges) are classified within Level 1 of the fair value hierarchy because the fair values are based on unadjusted quoted market prices in active markets with sufficient volume and frequency. Interest rate swap agreements and certain U.S. government securities are not traded on an exchange but are based on observable inputs that can be corroborated. Therefore, these investments are classified within Level 2 of the fair value hierarchy. The preferred securities and certain corporate stocks – common were offered in a private placement. The fair values of these investments are based on unobservable prices and therefore, they are classified within Level 3 of the fair value hierarchy. ● The alternative investment fund is an investment in a pool of long-duration domestic investment grade assets. This investment is measured using net asset value per share, and therefore, is not classified within the fair value hierarchy. ● The unallocated insurance contract is measured at net asset value per share, and therefore, is not classified within the fair value hierarchy. The fair values of the Company’s pension plan assets at February 3, 2024 by asset category were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements at February 3, 2024 ($ thousands) Total Level 1 Level 2 Level 3 Asset ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 11,138 ​ $ 11,138 ​ $ — ​ $ — U.S. government securities ​ 74,777 ​ 65,345 ​ 9,432 ​ — Interest rate swap agreements ​ ​ 3,647 ​ ​ — ​ ​ 3,647 ​ ​ — Mutual fund ​ 28,114 ​ 28,114 ​ — ​ — Exchange-traded funds ​ 128,263 ​ 128,263 ​ — ​ — Corporate stocks - common ​ 84,977 ​ 84,853 ​ — ​ 124 Preferred securities ​ 237 ​ — ​ — ​ 237 S&P 500 Index options ​ ( 1,788 ) ​ ( 1,788 ) ​ — ​ — Total investments in the fair value hierarchy ​ $ 329,365 ​ $ 315,925 ​ $ 13,079 ​ $ 361 ​ ​ ​ ​ ​ Investments measured at net asset value: ​ ​ ​ ​ Alternative investment fund ​ 14,654 ​ — ​ — ​ — Unallocated insurance contract ​ 32 ​ — ​ — ​ — Total investments measured at net asset value ​ 14,686 ​ — ​ — ​ — ​ ​ ​ ​ ​ Total investments at fair value ​ $ 344,051 ​ $ 315,925 ​ $ 13,079 ​ $ 361 ​ 60 Table of Contents The fair values of the Company’s pension plan assets at January 28, 2023 by asset category were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements at January 28, 2023 ($ thousands) Total Level 1 Level 2 Level 3 Asset ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 12,962 ​ $ 12,962 ​ $ — ​ $ — U.S. government securities ​ 80,522 ​ 45,872 ​ 34,650 ​ — Interest rate swap agreements ​ ​ ( 2,793 ) ​ ​ — ​ ​ ( 2,793 ) ​ ​ ​ Mutual fund ​ 29,548 ​ 29,548 ​ — ​ — Exchange-traded funds ​ 92,338 ​ 92,338 ​ — ​ — Corporate stocks - common ​ 132,138 ​ 132,138 ​ — ​ — Preferred securities ​ 335 ​ — ​ — ​ 335 S&P 500 Index options ​ ( 2,634 ) ​ ( 2,634 ) ​ — ​ — Total investments in the fair value hierarchy ​ $ 342,416 ​ $ 310,224 ​ $ 31,857 ​ $ 335 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments measured at net asset value: ​ ​ ​ ​ Alternative investment fund ​ 14,293 ​ — ​ — ​ — Unallocated insurance contract ​ 36 ​ — ​ — ​ — Total investments measured at net asset value ​ 14,329 ​ — ​ — ​ — ​ ​ ​ ​ ​ Total investments at fair value ​ $ 356,745 ​ $ 310,224 ​ $ 31,857 ​ $ 335 ​ The following table sets forth changes in the fair value of plan assets, including all domestic and Canadian plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Benefits Other Postretirement Benefits ($ thousands) 2023 2022 2023 2022 Fair value of plan assets at beginning of year ​ $ 356,745 ​ $ 444,091 ​ $ — ​ $ — Actual return on plan assets ​ 3,375 ​ ( 69,361 ) ​ — ​ — Employer contributions ​ 118 ​ 494 ​ 74 ​ 75 Plan participants’ contributions ​ 11 ​ 10 ​ 1 ​ 4 Benefits paid ​ ( 16,149 ) ​ ( 15,440 ) ​ ( 75 ) ​ ( 79 ) Settlements ​ — ​ ( 3,032 ) ​ — ​ — Foreign exchange rate changes ​ ( 49 ) ​ ( 17 ) ​ — ​ — Fair value of plan assets at end of year ​ $ 344,051 ​ $ 356,745 ​ $ — ​ $ — ​ Funded Status The over-funded status as of February 3, 2024 and January 28, 2023 for pension benefits was $ 61.9 million and $ 71.2 million, respectively. The under-funded status for other postretirement benefits was $ 0.9 million and $ 1.0 million as of February 3, 2024 and January 28, 2023, respectively. Amounts recognized in the consolidated balance sheets consist of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Benefits Other Postretirement Benefits ($ thousands) ​ 2023 2022 2023 2022 Prepaid pension costs (noncurrent assets) ​ $ 74,951 ​ $ 83,396 ​ $ — ​ $ — Accrued benefit liabilities (current liability) ​ ( 5,327 ) ​ ( 5,189 ) ​ ( 176 ) ​ ( 182 ) Accrued benefit liabilities (noncurrent liability) ​ ( 7,748 ) ​ ( 7,034 ) ​ ( 755 ) ​ ( 836 ) Net amount recognized at end of year ​ $ 61,876 ​ $ 71,173 ​ $ ( 931 ) ​ $ ( 1,018 ) ​ 61 Table of Contents The projected benefit obligation, the accumulated benefit obligation and the fair value of plan assets for pension plans with a projected benefit obligation in excess of plan assets and for pension plans with an accumulated benefit obligation in excess of plan assets, which includes only the Company’s SERP, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Projected Benefit Obligation Exceeds the ​ ​ Accumulated Benefit Obligation ​ ​ ​ Fair Value of Plan Assets ​ ​ Exceeds the Fair Value of Plan Assets ($ thousands) ​ 2023 ​ 2022 ​ 2023 ​ 2022 End of Year ​ ​ ​ ​ ​ ​ ​ ​ Projected benefit obligation ​ $ 13,075 ​ $ 12,223 ​ $ 13,075 ​ $ 12,223 Accumulated benefit obligation ​ 12,144 ​ 11,392 ​ 12,144 ​ 11,392 Fair value of plan assets ​ — ​ — ​ — ​ — ​ The accumulated postretirement benefit obligation exceeds assets for all of the Company’s other postretirement benefit plans. The amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit income at February 3, 2024 and January 28, 2023 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Benefits ​ Other Postretirement Benefits ($ thousands) 2023 2022 2023 2022 Components of accumulated other comprehensive loss, net of tax: ​ ​ ​ ​ ​ ​ ​ ​ Net actuarial loss (gain) ​ $ 33,709 ​ $ 25,967 ​ $ ( 374 ) ​ $ ( 410 ) Net prior service credit ​ 71 ​ ( 20 ) ​ — ​ — Accumulated other comprehensive loss, net of tax ​ $ 33,780 ​ $ 25,947 ​ $ ( 374 ) ​ $ ( 410 ) ​ ​ Net Periodic Benefit Income Net periodic benefit income for 2023, 2022 and 2021 for all domestic and Canadian plans included the following components: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Benefits ​ Other Postretirement Benefits ($ thousands) 2023 2022 2021 2023 2022 2021 Service cost ​ $ 5,020 ​ $ 7,143 ​ $ 7,494 ​ $ — ​ $ — ​ $ — Interest cost ​ 14,543 ​ 11,977 ​ 11,236 ​ 48 ​ 35 ​ 35 Expected return on assets ​ ( 24,353 ) ​ ( 27,987 ) ​ ( 28,437 ) ​ — ​ — ​ — Amortization of: ​ ​ ​ ​ ​ ​ Actuarial loss (gain) ​ 3,785 ​ 3,088 ​ 2,410 ​ ( 110 ) ​ ( 103 ) ​ ( 108 ) Prior service credit ​ ( 123 ) ​ ( 314 ) ​ ( 514 ) ​ — ​ — ​ — Settlement cost ​ — ​ 320 ​ — ​ — ​ — ​ — Curtailments ​ — ​ 13 ​ — ​ — ​ — ​ — Total net periodic benefit income ​ $ ( 1,128 ) ​ $ ( 5,760 ) ​ $ ( 7,811 ) ​ $ ( 62 ) ​ $ ( 68 ) ​ $ ( 73 ) ​ The non-service cost components of net periodic benefit income are included in other income, net in the consolidated statements of earnings. Service cost is included in selling and administrative expenses. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Benefits ​ Other Postretirement Benefits Weighted–average assumptions used to determine net periodic benefit income 2023 ​ 2022 2021 ​ 2023 ​ 2022 2021 Discount rate 5.20 % 3.40 % 3.10 % 5.20 % 3.40 % 3.10 % Rate of compensation increase 3.00 % 3.00 % 3.00 % N/A N/A N/A ​ Expected return on plan assets 7.50 % 7.20 % 7.25 % N/A N/A N/A ​ ​ 62 Table of Contents The net actuarial loss (gain) subject to amortization is amortized on a straight-line basis over the average future service of active plan participants as of the measurement date. The prior service credit is amortized on a straight-line basis over the average future service of active plan participants benefiting under the plan at the time of each plan amendment. The expected long-term rate of return on plan assets is based on historical and projected rates of return for current and planned asset classes in the plan’s investment portfolio. Assumed projected rates of return for each asset class were selected after analyzing experience and future expectations of the returns. The overall expected rate of return for the portfolio was developed based on the target allocation for each asset class. Expected Cash Flows Information about expected cash flows for all pension and postretirement benefit plans follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Benefits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Postretirement ($ thousands) Funded Plan SERP Total Benefits Employer Contributions ​ ​ ​ ​ 2024 expected contributions to plan trusts ​ $ 73 ​ $ — ​ $ 73 ​ $ — 2024 expected contributions to plan participants ​ — ​ 5,469 ​ 5,469 ​ 181 2024 refund of assets (e.g. surplus) to employer ​ 133 ​ — ​ 133 ​ — Expected Benefit Payments ​ ​ ​ ​ ​ 2024 ​ $ 15,327 ​ $ 5,469 ​ $ 20,796 ​ $ 181 2025 ​ 15,980 ​ 4,913 ​ 20,893 ​ 145 2026 ​ 16,702 ​ 926 ​ 17,628 ​ 116 2027 ​ 17,251 ​ 1,183 ​ 18,434 ​ 92 2028 ​ 17,865 ​ 813 ​ 18,678 ​ 73 2029-2033 ​ 93,809 ​ 1,479 ​ 95,288 ​ 187 ​ Defined Contribution Plans The Company’s domestic defined contribution 401(k) plan covers certain salaried employees. For eligible salaried employees, the Company makes a core contribution of 1.5 % and a matching contribution of up to 50 % of the first 6 % of the employees’ contributions. The Company’s expense for this plan was $ 5.0 million in 2023, $ 4.6 million in 2022, and $ 5.5 million in 2021. In addition to the core and matching contributions, the Company has the discretion to contribute up to an additional 2 % profit-sharing benefit based on the Company’s performance. The Company’s expense for the profit-sharing contribution was zero for 2023 and $ 2.6 million for 2022. Beginning in January 2024, the Company also offers a 401(k) plan to certain hourly employees, providing the option to contribute from 2 % to 30 % of pre-tax wages to the 401(k) plan. The hourly 401(k) plan does not offer matching contributions and therefore, the Company incurred no expense during 2023. Non-Qualified Deferred Compensation Plan The Company has a non-qualified deferred compensation plan (the “Deferred Compensation Plan”) for the benefit of certain management employees. The investment funds offered to the participants generally correspond to the funds offered in the Company’s 401(k) plan and the account balance fluctuates with the investment returns on those funds. The Deferred Compensation Plan permits the deferral of up to 50 % of base salary and 100 % of compensation received under the Company’s annual incentive plan. The deferrals are held in a separate trust, which has been established by the Company to administer the Deferred Compensation Plan. The assets of the trust are subject to the claims of the Company’s creditors in the event that the Company becomes insolvent. Consequently, the trust qualifies as a grantor trust for income tax purposes (i.e., a “Rabbi Trust”). The liabilities of the Deferred Compensation Plan of $ 9.5 million and $ 7.9 million as of February 3, 2024 and January 28, 2023, respectively, are presented in employee compensation and benefits in the accompanying consolidated balance sheets. The assets held by the trust of $ 9.5 million and $ 7.9 million as of February 3, 2024 and January 28, 2023, respectively, are presented within prepaid expenses and other current assets in the accompanying consolidated balance sheets, with changes in the deferred compensation charged to selling and administrative expenses in the accompanying consolidated statements of earnings. 63 Table of Contents Non-Qualified Deferred Compensation Restoration Plan In 2023, the Company adopted a non-qualified restoration deferred compensation restoration plan (the “Restoration Plan”) for the benefit of certain members of executive management. 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. The investment funds offered to the participants generally correspond to the funds offered in the Company’s 401(k) plan. The initial contribution to the Restoration Plan was funded in January 2024 and will occur annually thereafter. The plan assets and liabilities will fluctuate with the returns on the investment funds. The deferrals are held in a separate trust, which has been established by the Company to administer the Restoration Plan. The assets of the trust are subject to the claims of the Company’s creditors in the event that the Company becomes insolvent. Consequently, the trust qualifies as a grantor trust for income tax purposes (i.e., a “Rabbi Trust”). The liabilities of the Restoration Plan of $ 0.3 million are presented in employee compensation and benefits and the assets held by the trust of $ 0.3 million are classified within prepaid and other current assets in the accompanying consolidated balance sheet as of February 3, 2024. Changes in deferred compensation plan assets and liabilities are charged to selling and administrative expense in the accompanying consolidated statement of earnings for 2023. ​ Deferred Compensation Plan for Non-Employee Directors Non-employee directors are eligible to participate in a deferred compensation plan, whereby deferred compensation amounts are valued as if invested in the Company’s common stock through the use of phantom stock units (“PSUs”). Under the plan, each participating director’s account is credited with the number of PSUs equal to the number of shares of the Company’s common stock that the participant could purchase or receive with the amount of the deferred compensation, based upon the fair value (as determined based on the average of the high and low prices) of the Company’s common stock on the last trading day of the fiscal quarter when the cash compensation was earned. Dividend equivalents are paid on PSUs at the same rate as dividends on the Company’s common stock and are re-invested in additional PSUs at the next fiscal quarter-end. The PSUs are payable in cash based on the number of PSUs credited to the participating director’s account, valued on the basis of the fair value at fiscal quarter-end on or following termination of the director’s service. The liabilities of the plan of $ 2.0 million and $ 1.8 million as of February 3, 2024 and January 28, 2023, respectively, are based on 55,516 and 60,067 outstanding PSUs, respectively, and are presented in other liabilities in the accompanying consolidated balance sheets. Gains and losses resulting from changes in the fair value of the PSUs are charged to selling and administrative expenses in the accompanying consolidated statements of earnings. ​ 6. INCOME TAXES ​ The components of earnings before income taxes consisted of domestic earnings before income taxes of $ 132.5 million, $ 168.0 million and $ 152.5 million in 2023, 2022 and 2021, respectively. The Company’s international earnings before incomes taxes were $ 48.8 million, $ 45.0 million and $ 36.7 million in 2023, 2022 and 2021, respectively. The components of income tax provision on earnings were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) 2023 2022 2021 Federal ​ ​ ​ Current ​ $ 10,849 ​ $ 11,506 ​ $ 36,388 Deferred ​ 5,138 ​ 6,975 ​ ( 227 ) Total federal income tax provision ​ 15,987 ​ 18,481 ​ 36,161 State ​ ​ ​ Current ​ 2,423 ​ 6,660 ​ 4,012 Deferred ​ ( 9,819 ) ​ 3,421 ​ 6,531 Total state income tax (benefit) provision ​ ( 7,396 ) ​ 10,081 ​ 10,543 International ​ ​ ​ ​ ​ ​ ​ ​ ​ Current ​ ​ 4,879 ​ ​ 4,759 ​ ​ 4,615 Deferred ​ ( 3,980 ) ​ 18 ​ ( 238 ) Total international income tax provision ​ 899 ​ 4,777 ​ 4,377 Total income tax provision ​ $ 9,490 ​ $ 33,339 ​ $ 51,081 ​ 64 Table of Contents The differences between the income tax provision reflected in the consolidated financial statements and the amounts calculated at the federal statutory income tax rate were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) 2023 2022 2021 Income taxes at statutory rate ​ $ 38,078 ​ $ 44,737 ​ $ 39,741 State income taxes, net of federal tax benefit ​ 5,710 ​ 8,981 ​ 8,361 International earnings taxed at differing rates from U.S. statutory ​ ( 5,367 ) ​ ( 1,974 ) ​ ( 3,588 ) Share-based compensation ​ ( 3,106 ) ​ ( 602 ) ​ 94 Provision for valuation allowance, net of utilization ​ ( 30,054 ) ​ ( 20,743 ) ​ 8,978 Non-deductibility of 162(m) limitations ​ ​ 4,373 ​ ​ 3,363 ​ ​ 3,377 GILTI, BEAT and FDII provisions ​ 427 ​ 422 ​ 346 CARES Act NOL, net carryback benefit (1) ​ ​ — ​ ​ — ​ ​ 365 International entity restructuring (2) ​ ​ — ​ ​ — ​ ​ ( 6,697 ) Other (3) ​ ( 571 ) ​ ( 845 ) ​ 104 Total income tax provision ​ $ 9,490 ​ $ 33,339 ​ $ 51,081 (1) The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law during 2020. Among the Internal Revenue Code provisions modified by the CARES Act was a five-year carryback period for net operating losses incurred in the 2018, 2019 and 2020 tax years; temporary removal of the 80% limitation on net operating loss usage, reinstated for tax years after 2020; a temporary increase in the interest expense limitation and acceleration of refundable AMT credit. The five-year carryback presented an opportunity to carry back net operating losses from years with a statutory 21 % federal tax rate to years when the rate was 35 % . (2) Reflects the deferred tax impacts of the liquidation of certain international subsidiaries, with related impacts presented in the provision for valuation allowance, net of utilization line in the table above. (3) The other category of income tax provision principally represents the impact of expenses that are not deductible or partially deductible for federal income tax purposes and the impact of any return-to-provision adjustments. ​ 65 Table of Contents Significant components of the Company’s deferred income tax assets and liabilities were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) February 3, 2024 January 28, 2023 Deferred Tax Assets ​ ​ Lease obligations ​ $ 148,242 ​ $ 147,910 Goodwill ​ ​ 34,386 ​ ​ 38,407 Net operating loss carryforward/carryback ​ 10,107 ​ 13,303 Accrued expenses ​ 17,870 ​ 19,478 Employee benefits, compensation and insurance ​ ​ 15,689 ​ ​ 17,350 Accounts receivable ​ 6,094 ​ 6,304 Inventory capitalization and inventory reserves ​ 6,623 ​ 6,642 Impairment of investment in nonconsolidated affiliate ​ 1,470 ​ 1,470 Postretirement and postemployment benefit plans ​ 207 ​ 228 Other ​ 1,605 ​ 1,261 Total deferred tax assets, before valuation allowance ​ 242,293 ​ 252,353 Valuation allowance ​ ( 7,153 ) ​ ( 39,540 ) Total deferred tax assets, net of valuation allowance ​ $ 235,140 ​ $ 212,813 ​ ​ ​ Deferred Tax Liabilities ​ ​ Lease right-of-use assets ​ $ ( 138,315 ) ​ $ ( 136,618 ) Intangible assets ​ ​ ( 13,659 ) ​ ​ ( 12,054 ) LIFO inventory valuation ​ ( 51,021 ) ​ ( 46,551 ) Retirement plans ​ ( 17,239 ) ​ ( 19,381 ) Capitalized software ​ ( 1,800 ) ​ ( 3,309 ) Depreciation ​ ( 16,822 ) ​ ( 10,823 ) Other ​ ( 3,419 ) ​ ( 3,078 ) Total deferred tax liabilities ​ ( 242,275 ) ​ ( 231,814 ) Net deferred tax liability ​ $ ( 7,135 ) ​ $ ( 19,001 ) ​ As of February 3, 2024, the Company had various federal, state and international net operating loss (“NOL”) carryforwards with tax values totaling $ 10.1 million. The state NOLs totaling $ 3.4 million have carryforward periods ranging from one to 20 years . The Company has NOLs in Canada and the United Kingdom of $ 4.1 million and $ 2.6 million, respectively. The Canada NOLs have a carryforward period of 18 years , while the United Kingdom NOLs have no expiration. ​ During 2020, as a result of the significant loss before income taxes driven by the impairment of goodwill and intangible assets during the pandemic, the Company entered into a three-year cumulative loss position for federal, state and certain international jurisdictions. During 2021, the Company also experienced operating losses at its Canadian business division, which were driven by exit-related costs associated with the Naturalizer retail stores. As a result of the strong earnings before income taxes in both 2021 and 2022, the Company’s net deferred tax asset position declined. As a result, in 2022, the Company released approximately $ 17.4 million of its valuation allowances on deferred tax assets. Due to continued strong earnings in 2023, the Company is no longer in a cumulative three-year loss position as of February 3, 2024. Accordingly, the Company released valuation allowances on certain deferred tax assets totaling $ 26.7 million in the fourth quarter of 2023. ​ As of February 3, 2024, no deferred taxes have been provided on the accumulated unremitted earnings of the Company’s international 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. Based upon that evaluation, earnings of the Company’s international subsidiaries that are not otherwise subject to United States taxation are considered to be indefinitely reinvested, and accordingly, deferred taxes have not been provided. If changes occur in future investment opportunities and plans, those changes will be reflected when known and may result in providing residual United States deferred taxes 66 Table of Contents on unremitted international earnings. If the Company’s unremitted international earnings were not considered indefinitely reinvested as of February 3, 2024, an immaterial amount of additional deferred taxes would have been provided. Uncertain Tax Positions ASC 740, Income Taxes , establishes a single model to address accounting for uncertain tax positions. The standard clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. The standard also provides guidance on derecognition, measurement classification, interest and penalties, accounting in interim periods, disclosure and transition. As of February 3, 2024 and January 28, 2023, the Company had no unrecognized tax benefits. For federal purposes, the Company’s tax filings for fiscal years 2020 to 2022 remain open to examination but are not currently being examined. The Company also files tax returns in various international jurisdictions and numerous states for which various tax years are subject to examination and currently involved in audits. While the Company is involved in examinations in certain jurisdictions, it does not expect any significant changes in its liability for uncertain tax positions during the next 12 months. ​ 7. BUSINESS SEGMENT INFORMATION ​ The Company’s reportable segments are Famous Footwear and Brand Portfolio. The Famous Footwear segment is comprised of Famous Footwear, famousfootwear.com and famousfootwear.ca. Famous Footwear operated 860 stores at the end of 2023, selling primarily branded footwear for the entire family. The Brand Portfolio segment is comprised of wholesale operations selling the Company’s branded footwear, and the retail stores and e-commerce sites associated with those brands. This segment sources, manufactures and markets 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. The Brand Portfolio segment included 62 branded retail stores in the United States and 36 branded retail stores in East Asia at the end of 2023. The Company’s Famous Footwear and Brand Portfolio reportable segments are operating units that are managed separately. These reportable segments reflect the level at which the chief operating decision maker, the Company’s President and Chief Executive Officer, evaluates financial performance and allocates resources. Operating earnings (loss) for the reportable segments represents gross profit, less selling and administrative expenses and restructuring and other special charges, net. The accounting policies of the reportable segments are the same as those described in Note 1 to the consolidated financial statements. Intersegment sales are generally recorded at a profit, and intersegment earnings related to inventory on hand at the purchasing segment are eliminated against the earnings. Corporate assets, administrative expenses and other costs and recoveries that are not allocated to the operating units, as well as the elimination of intersegment sales and profit, are reported in the Eliminations and Other category. 67 Table of Contents Following is a summary of certain key financial measures for the respective periods: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Famous ​ Brand ​ Eliminations ​ ​ ​ ($ thousands) Footwear Portfolio and Other Total Fiscal 2023 ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ 1,609,396 ​ $ 1,270,853 ​ $ ( 62,955 ) ​ $ 2,817,294 Intersegment sales ​ — ​ 62,955 ​ — ​ 62,955 Depreciation and amortization ​ 23,085 ​ 22,766 ​ 7,429 ​ 53,280 Operating earnings (loss) ​ 123,838 ​ 145,459 ​ ( 74,842 ) ​ 194,455 Segment assets ​ 770,848 ​ 862,404 ​ 171,494 ​ 1,804,746 Purchases of property and equipment ​ 31,743 ​ 10,515 ​ 2,326 ​ 44,584 Capitalized software ​ 743 ​ — ​ 4,291 ​ 5,034 ​ ​ ​ ​ ​ Fiscal 2022 ​ ​ ​ ​ Net sales ​ $ 1,705,093 ​ $ 1,322,772 ​ $ ( 59,727 ) ​ $ 2,968,138 Intersegment sales ​ — ​ 59,727 ​ — ​ 59,727 Depreciation and amortization ​ 20,585 ​ 21,812 ​ 6,614 ​ 49,011 Operating earnings (loss) ​ 195,837 ​ 112,345 ​ ( 93,855 ) ​ 214,327 Segment assets ​ 767,575 ​ 921,110 ​ 147,787 ​ 1,836,472 Purchases of property and equipment ​ 41,755 ​ 4,170 ​ 9,988 ​ 55,913 Capitalized software ​ — ​ 42 ​ 8,082 ​ 8,124 ​ ​ ​ ​ ​ Fiscal 2021 ​ ​ ​ ​ Net sales ​ $ 1,748,291 ​ $ 1,081,003 ​ $ ( 51,690 ) ​ $ 2,777,604 Intersegment sales ​ — ​ 51,690 ​ — ​ 51,690 Depreciation and amortization ​ 20,333 ​ 23,762 ​ 8,235 ​ 52,330 Operating earnings (loss) ​ 276,415 ​ 35,928 ​ ( 106,536 ) ​ 205,807 Segment assets ​ 705,063 ​ 944,241 ​ 194,622 ​ 1,843,926 Purchases of property and equipment ​ 12,480 ​ 3,977 ​ 1,936 ​ 18,393 Capitalized software ​ 121 ​ 8 ​ 5,623 ​ 5,752 ​ Products purchased for the Famous Footwear segment from three key third-party suppliers (Nike, Skechers and adidas) represented approximately 24 % of consolidated net sales for both 2023 and 2022, and 26 % for 2021. ​ Following is a reconciliation of operating earnings to earnings before income taxes: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) 2023 2022 2021 Operating earnings ​ $ 194,455 ​ $ 214,327 ​ $ 205,807 Interest expense, net ​ ( 19,343 ) ​ ( 14,264 ) ​ ( 30,930 ) Loss on early extinguishment of debt ​ — ​ — ​ ( 1,011 ) Other income, net ​ 6,210 ​ 12,971 ​ 15,378 Earnings before income taxes ​ $ 181,322 ​ $ 213,034 ​ $ 189,244 ​ For geographic purposes, the domestic operations include the Company’s domestic retail operations, the wholesale distribution of licensed, branded and private-label footwear to a variety of retail customers, including the Famous Footwear and Brand Portfolio stores, as well as the Company’s e-commerce businesses. The Company’s international operations consist of wholesale and retail operations primarily in East Asia, Canada and Europe. The East Asia operations primarily include first-cost transactions, where footwear is sold at international ports to customers who then import the footwear into the United States and other countries. 68 Table of Contents A summary of the Company’s net sales and long-lived assets, including lease right-of-use assets and property and equipment, by geographic area were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) 2023 2022 2021 Net Sales ​ ​ ​ United States ​ $ 2,624,474 ​ $ 2,763,896 ​ $ 2,600,848 East Asia ​ 130,423 ​ 146,700 ​ 119,857 Canada ​ 48,220 ​ 44,484 ​ 43,789 Other ​ 14,177 ​ 13,058 ​ 13,110 Total net sales ​ $ 2,817,294 ​ $ 2,968,138 ​ $ 2,777,604 ​ ​ ​ ​ Long-Lived Assets ​ ​ ​ United States ​ $ 676,937 ​ $ 656,840 ​ $ 630,519 East Asia ​ 11,805 ​ 11,614 ​ 8,357 Canada ​ 6,601 ​ 10,441 ​ 14,687 Other ​ 269 ​ 184 ​ 105 Total long-lived assets ​ $ 695,612 ​ $ 679,079 ​ $ 653,668 ​ ​ 8. INVENTORIES ​ The Company’s net inventory balance was comprised of the following: ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) February 3, 2024 January 28, 2023 Raw materials ​ $ 14,198 ​ $ 21,172 Work-in-process ​ 665 ​ 569 Finished goods ​ 525,811 ​ 558,474 Inventories, net (1) ​ $ 540,674 ​ $ 580,215 (1) Net of adjustment to last-in, first-out cost of $ 10,254 and $ 6,301 as of February 3, 2024 and January 28, 2023, respectively. ​ As of February 3, 2024 and January 28, 2023, the Company’s inventory balance included $ 0.4 million and $ 0.2 million, respectively, of finished goods product subject to consignment arrangements with wholesale customers. ​ 9. PROPERTY AND EQUIPMENT ​ Property and equipment consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ($thousands) February 3, 2024 January 28, 2023 Land and buildings ​ $ 38,795 ​ $ 37,394 Leasehold improvements ​ 216,531 ​ 204,378 Technology equipment ​ 51,690 ​ 50,628 Machinery and equipment ​ 114,245 ​ 106,197 Furniture and fixtures ​ 140,456 ​ 130,761 Construction in progress ​ 14,204 ​ 20,504 Property and equipment ​ 575,921 ​ 549,862 Allowances for depreciation ​ ( 408,338 ) ​ ( 388,979 ) Property and equipment, net ​ $ 167,583 ​ $ 160,883 ​ 69 Table of Contents Useful lives of property and equipment are as follows: ​ ​ ​ ​ ​ Years Buildings 5 - 30 Leasehold improvements ​ 5 - 20 Technology equipment 2 - 10 Machinery and equipment 4 - 20 Furniture and fixtures 3 - 10 ​ After allowing for an appropriate start-up period, property and equipment at stores and any lease right-of-use assets indicated as impaired are written down to fair value as calculated using a discounted cash flow method. The Company recorded charges for impairment of $ 0.7 million, $ 1.8 million and $ 4.1 million in 2023, 2022 and 2021, respectively, primarily for operating lease right-of-use assets, leasehold improvements and furniture and fixtures in the Company’s retail stores and capitalized software, which are presented in selling and administrative expenses. Fair value was based on estimated future cash flows to be generated by retail stores, discounted at a market rate of interest. Refer to Note 12 and Note 13 to the consolidated financial statements for further discussion of these impairment charges. Property and Equipment, Held for Sale The Company continues to actively market for sale its nine -acre corporate headquarters campus (the “Campus”) located in Clayton, Missouri and as of February 3, 2024, was engaged in discussions with multiple potential buyers. The Company expects the Campus to qualify as a completed sale within the next year. Accordingly, the Campus, primarily consisting of land and buildings, has been classified as property and equipment, held for sale category on the consolidated balance sheet as of February 3, 2024 within the Eliminations and Other category. The Company evaluated the Campus asset group for impairment and determined that no indicators were present as of February 3, 2024. ​ ​ 10. GOODWILL AND INTANGIBLE ASSETS ​ Goodwill and intangible assets were as follows: ​ ​ ​ ​ ​ ​ ​ ($ thousands) February 3, 2024 January 28, 2023 Intangible Assets ​ ​ Famous Footwear $ 2,800 ​ $ 2,800 Brand Portfolio (1) 342,083 ​ 342,083 Total intangible assets 344,883 ​ 344,883 Accumulated amortization ( 146,529 ) ​ ( 134,447 ) Total intangible assets, net 198,354 ​ 210,436 Goodwill ​ Brand Portfolio (2) 4,956 ​ 4,956 Total goodwill 4,956 ​ 4,956 Goodwill and intangible assets, net $ 203,310 ​ $ 215,392 (1) The carrying amount of intangible assets as of February 3, 2024 and January 28, 2023 is presented net of accumulated impairment charges of $ 106.2 million. (2) The carrying amount of goodwill as of February 3, 2024 and January 28, 2023 is presented net of accumulated impairment charges of $ 415.7 million. ​ 70 Table of Contents The Company’s intangible assets as of February 3, 2024 and January 28, 2023 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) February 3, 2024 ​ Estimated Useful Lives ​ ​ Accumulated Accumulated ​ ​ ​ ​ (In Years) ​ Cost Basis ​ Amortization ​ Impairment ​ Net Carrying Value Trade names 2 - 40 ​ $ 299,488 ​ $ 131,677 ​ $ 10,200 ​ $ 157,611 Trade names Indefinite ​ 107,400 ​ — ​ 92,000 ​ 15,400 Customer relationships 15 - 16 44,200 14,852 4,005 25,343 ​ ​ ​ ​ $ 451,088 ​ $ 146,529 ​ $ 106,205 ​ $ 198,354 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 28, 2023 ​ ​ Estimated Useful Lives ​ ​ ​ ​ Accumulated ​ ​ Accumulated ​ ​ ​ ​ (In Years) Cost Basis Amortization Impairment Net Carrying Value Trade names ​ 2 - 40 ​ $ 299,488 ​ $ 121,928 ​ $ 10,200 ​ $ 167,360 Trade names Indefinite ​ 107,400 ​ — ​ 92,000 ​ 15,400 Customer relationships 15 - 16 ​ 44,200 12,519 4,005 27,676 ​ ​ ​ ​ $ 451,088 ​ $ 134,447 ​ $ 106,205 ​ $ 210,436 ​ Amortization expense related to intangible assets was $ 12.1 million in both 2023 and 2022, and $ 12.6 million in 2021. The Company estimates $ 11.0 million of amortization expense related to intangible assets in 2024, 2025 , and 2026 , $10.9 million in 2027 and $ 10.7 million in 2028. 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. During 2023 and 2022, the goodwill impairment testing was performed as of the first day of the fourth fiscal quarter, which resulted in no impairment charges. Indefinite-lived intangible assets are tested for impairment as of the first day of the fourth quarter of each fiscal year unless events or circumstances indicate an interim test is required. The Company did not record any impairment charges for intangible assets during 2023 or 2022. ​ 71 Table of Contents 11. FINANCING ARRANGEMENTS ​ Credit Agreement The Company maintains a revolving credit facility for working capital needs. The Company is the lead borrower, and certain wholly-owned subsidiaries, including Sidney Rich Associates, Inc., BG Retail, LLC, Allen Edmonds LLC, Vionic Group LLC, Vionic International LLC and Blowfish, LLC are each co-borrowers and guarantors. ​ On October 5, 2021, the Company entered into a Fifth Amendment to Fourth Amended and Restated Credit Agreement (as so amended, the "Credit Agreement") which, among other modifications, decreased the amount available under the revolving credit facility by $ 100.0 million to an aggregate amount of up to $ 500.0 million, subject to borrowing base restrictions, and may be increased by up to $ 250.0 million. The Credit Agreement also decreased the spread applied to the London Interbank Offered Rate (“LIBOR”) or prime rate by a total of 75 basis points. On April 27, 2023, the Company entered into a Sixth Amendment to Fourth Amended and Restated Credit agreement to transition the borrowings on the revolving credit facility from bearing interest based on LIBOR to a team secured overnight financing rate (“SOFR”). ​ Borrowing availability under the Credit Agreement is limited to the lesser of the total commitments and the borrowing base ("Loan Cap"), which is based on stated percentages of the sum of eligible accounts receivable, eligible inventory and eligible credit card receivables, as defined, less applicable reserves. Under the Credit Agreement, the Loan Parties’ obligations are secured by a first-priority security interest in all accounts receivable, inventory and certain other collateral. Interest on borrowings is at variable rates based on SOFR or the prime rate (as defined in the Credit Agreement), plus a spread. The interest rate and fees for letters of credit vary based upon the level of excess availability under the Credit Agreement. There is a fee payable on the unused portion under the facility and a letter of credit fee payable on the outstanding face amount under letters of credit. The Credit Agreement limits the Company’s ability to create, incur, assume or permit to exist additional indebtedness and liens, make investments or specified payments, give guarantees, pay dividends, make capital expenditures and merge or acquire or sell assets. In addition, if excess availability falls below the greater of 10.0 % of the Loan Cap and $ 40.0 million for three consecutive business days, and the fixed charge coverage ratio is less than 1.25 to 1.0, the Company would be in default under the Credit Agreement and certain additional covenants would be triggered. The Credit Agreement contains customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to similar obligations, certain events of bankruptcy and insolvency, judgment defaults and the failure of any guaranty or security document supporting the agreement to be in full force and effect. If an event of default occurs, the collateral agent may assume dominion and control over the Company’s cash (a “cash dominion event”) until such event of default is cured or waived or the excess availability exceeds an amount as defined in the Credit Agreement for 30 consecutive days, provided that a cash dominion event shall be deemed continuing (even if an event of default is no longer continuing and/or excess availability exceeds the required amount for 30 consecutive business days) after a cash dominion event has occurred and been discontinued on two occasions in any 12-month period. The Credit Agreement also contains certain other covenants and restrictions. The Company was in compliance with all covenants and restrictions under the Credit Agreement as of February 3, 2024. The maximum amount of borrowings under the Credit Agreement at the end of any month was $ 366.5 million and $ 380.5 million in 2023 and 2022, respectively. As of February 3, 2024, the Company had $ 182.0 million of borrowings outstanding and $ 9.5 million in letters of credit outstanding under the Credit Agreement, with total additional borrowing availability of $ 308.5 million. Average daily borrowings were $ 267.9 million and $ 356.4 million in 2023 and 2022, respectively, and the weighted-average interest rates approximated 6.7 % and 3.6 % for the respective periods. Loss on Early Extinguishment of Debt In conjunction with the redemptions of the Company’s $ 200.0 million aggregate principal amount of Senior Notes in August 2021 and January 2022, prior to the maturity in August 2023, the Company incurred losses on early extinguishment of debt totaling $ 0.8 million. In addition, the Company incurred a loss on early extinguishment of debt of $ 0.2 million in October 2021 associated with the amendment of the revolving credit facility prior to its maturity. ​ 72 Table of Contents 12. LEASES ​ The Company leases all of its retail locations, a manufacturing facility, and certain office locations, distribution centers and equipment. At contract inception, leases are evaluated and classified as either operating or finance leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet. ​ Lease right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The majority of the Company’s leases do not provide an implicit rate and therefore, the Company uses an incremental borrowing rate based on the information available at the commencement date to determine the present value of future payments. For operating leases, lease expense for the minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are expensed as incurred. The Company regularly analyzes the results of all of its stores and assesses the viability of underperforming stores to determine whether events or circumstances exist that indicate the stores should be closed or whether the carrying amount of their long-lived assets may not be recoverable. After allowing for an appropriate start-up period and consideration of any unusual nonrecurring events, property and equipment at stores and the lease right-of-use assets indicated as impaired are written down to fair value as calculated using a discounted cash flow method. The fair value of the lease right-of-use assets and property and equipment is determined utilizing projected cash flows for each store location, discounted using a risk-adjusted discount rate, subject to a market floor based on current market lease rates. Refer to Note 13 to the consolidated financial statements for further discussion of impairment charges on the Company’s operating lease right-of-use assets and property and equipment in its retail stores. The weighted-average lease term and discount rate as of February 3, 2024 and January 28, 2023 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ February 3, 2024 ​ ​ January 28, 2023 ​ Weighted-average remaining lease term (in years) 5.7 ​ ​ 6.0 ​ Weighted-average discount rate 4.9 % ​ 4.5 % ​ During 2023, the Company entered into new or amended leases that resulted in the recognition of right-of-use assets and lease obligations of $ 151.2 million on the consolidated balance sheets. As of February 3, 2024, the Company has entered into lease commitments for 11 retail locations for which the leases have not yet commenced. The Company anticipates that the leases for 10 of the new retail locations will begin in the next fiscal year and one will begin in fiscal year 2025. Upon commencement, right-of-use assets and lease liabilities of approximately $ 10.1 million and $ 0.3 million will be recorded on the consolidated balance sheets in 2024 and 2025, respectively. The components of lease expense for 2023, 2022 and 2021 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) 2023 2022 ​ 2021 Operating lease expense ​ $ 156,849 ​ $ 148,299 ​ $ 149,850 Variable lease expense ​ 42,983 ​ 40,233 ​ 40,654 Short-term lease expense ​ 2,757 ​ 4,059 ​ 2,837 Sublease income ​ — ​ ( 59 ) ​ ( 652 ) Total lease expense ​ $ 202,589 ​ $ 192,532 ​ $ 192,689 ​ 73 Table of Contents ​ The aggregate future annual lease payments at February 3, 2024 were as follows: ​ ​ ​ ​ ​ ($ thousands) ​ 2024 ​ $ 173,392 2025 ​ 122,074 2026 ​ 99,802 2027 ​ 76,697 2028 ​ 55,404 Thereafter ​ 119,244 Total minimum operating lease payments ​ $ 646,613 Less imputed interest ​ ( 80,752 ) Present value of lease obligations ​ $ 565,861 ​ Supplemental cash flow information related to leases is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) 2023 2022 2021 Cash paid for lease obligations ​ $ 181,420 ​ $ 167,163 ​ $ 179,921 Cash received from sublease income ​ — ​ 59 ​ 652 ​ ​ ​ 13. FAIR VALUE MEASUREMENTS ​ Fair Value Hierarchy Fair value measurement disclosure requirements specify a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (“observable inputs”) or reflect the Company’s own assumptions of market participant valuation (“unobservable inputs”). In accordance with the fair value guidance, the inputs to valuation techniques used to measure fair value are categorized into three levels based on the reliability of the inputs as follows: ● Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; ● Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and ● Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. In determining fair value, the Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company also considers counterparty credit risk in its assessment of fair value. Classification of the financial or non-financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. Measurement of Fair Value The Company measures fair value as an exit price, the price to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date, using the procedures described below for all financial and non-financial assets and liabilities measured at fair value. Non-Qualified Deferred Compensation Plan Assets and Liabilities The Company maintains a non-qualified deferred compensation plan (the “Deferred Compensation Plan”) for the benefit of certain management employees. The investment funds offered to the participants generally correspond to the funds 74 Table of Contents offered in the Company’s 401(k) plan, and the account balance fluctuates with the investment returns on those funds. The Deferred Compensation Plan permits the deferral of up to 50 % of base salary and 100 % of compensation received under the Company’s annual incentive plan. The deferrals are held in a separate trust, which has been established by the Company to administer the Deferred Compensation Plan. The assets of the trust are subject to the claims of the Company’s creditors in the event that the Company becomes insolvent. Consequently, the trust qualifies as a grantor trust for income tax purposes (i.e., a “Rabbi Trust”). The liabilities of the Deferred Compensation Plan are presented in other accrued expenses and the assets held by the trust are classified within prepaid expenses and other current assets in the accompanying consolidated balance sheets. Changes in deferred compensation plan assets and liabilities are charged to selling and administrative expenses. The fair value is based on unadjusted quoted market prices for the funds in active markets with sufficient volume and frequency (Level 1). Non-Qualified Restoration Plan Assets and Liabilities In 2023, the Company adopted a non-qualified restoration deferred compensation plan (the “Restoration Plan”) for the benefit of certain members of executive management. 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. The investment funds offered to the participants generally correspond to the funds offered in the Company’s 401(k) plan. The initial contribution to the Restoration Plan was funded in January 2024 and will occur annually thereafter. The plan assets and liabilities will fluctuate with the returns on the investment funds. The deferrals are held in a separate trust, which has been established by the Company to administer the Restoration Plan. The assets of the trust are subject to the claims of the Company’s creditors in the event that the Company becomes insolvent. Consequently, the trust qualifies as a grantor trust for income tax purposes (i.e., a “Rabbi Trust”). The liabilities of the Restoration Plan are presented in employee compensation and benefits and the assets held by the trust are classified within prepaid and other current assets in the accompanying consolidated balance sheet as of February 3, 2024. Changes in deferred compensation plan assets and liabilities are charged to selling and administrative expense. The fair value is based on unadjusted quote market prices for the funds in active markets with sufficient volume and frequency (Level 1). ​ Deferred Compensation Plan for Non-Employee Directors Non-employee directors are eligible to participate in a deferred compensation plan with deferred amounts valued as if invested in the Company’s common stock through the use of phantom stock units (“PSUs”). Under the plan, each participating director’s account is credited with the number of PSUs equal to the number of shares of the Company’s common stock that the participant could purchase or receive with the amount of the deferred compensation, based upon the average of the high and low prices of the Company’s common stock on the last trading day of the fiscal quarter when the cash compensation was earned. Dividend equivalents are paid on PSUs at the same rate as dividends on the Company’s common stock and are re-invested in additional PSUs at the next fiscal quarter-end. The liabilities of the plan are based on the fair value of the outstanding PSUs and are presented in other accrued expenses (current portion) or other liabilities in the accompanying consolidated balance sheets. Gains and losses resulting from changes in the fair value of the PSUs are presented in selling and administrative expenses in the Company’s consolidated statements of earnings. The fair value of each PSU is based on an unadjusted quoted market price for the Company’s common stock in an active market with sufficient volume and frequency on each measurement date (Level 1). Restricted Stock Units for Non-Employee Directors Under the Company’s incentive compensation plans, cash-equivalent restricted stock units (“RSUs”) of the Company were previously granted at no cost to non-employee directors. These cash-equivalent RSUs are subject to a vesting requirement (usually one year ), earn dividend-equivalent units and are settled in cash on the date the director terminates service or such earlier date as a director may elect, subject to restrictions, based on the then current fair value of the Company’s common stock. The fair value of each cash-equivalent RSU payable is based on an unadjusted quoted market price for the Company’s common stock in an active market with sufficient volume and frequency on each measurement date (Level 1). Additional information related to RSUs for non-employee directors is disclosed in Note 15 to the consolidated financial statements. The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at February 3, 2024 and January 28, 2023. During 2023, 2022 or 2021, the Company did not have any transfers between into or out of Level 3. ​ 75 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements ($ thousands) Total Level 1 Level 2 Level 3 Asset (Liability) ​ ​ ​ ​ ​ ​ ​ ​ February 3, 2024: ​ ​ ​ ​ ​ ​ ​ ​ Non-qualified deferred compensation plan assets ​ $ 9,494 ​ 9,494 ​ $ — ​ $ — Non-qualified deferred compensation plan liabilities ​ ( 9,494 ) ​ ( 9,494 ) ​ — ​ ​ — Non-qualified restoration plan assets ​ ​ 271 ​ ​ 271 ​ ​ — ​ ​ — Non-qualified restoration plan liabilities ​ ​ ( 271 ) ​ ​ ( 271 ) ​ ​ — ​ ​ — Deferred compensation plan liabilities for non-employee directors ​ ( 1,921 ) ​ ( 1,921 ) ​ — ​ ​ — Restricted stock units for non-employee directors ​ ( 2,606 ) ​ ( 2,606 ) ​ — ​ ​ — January 28, 2023: ​ ​ ​ ​ ​ ​ ​ ​ Non-qualified deferred compensation plan assets ​ ​ 7,890 ​ ​ 7,890 ​ ​ — ​ ​ — Non-qualified deferred compensation plan liabilities ​ ( 7,890 ) ​ ( 7,890 ) ​ — ​ ​ — Deferred compensation plan liabilities for non-employee directors ​ ( 1,662 ) ​ ( 1,662 ) ​ — ​ ​ — Restricted stock units for non-employee directors ​ ( 2,028 ) ​ ( 2,028 ) ​ — ​ ​ — ​ Impairment Charges The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important that could trigger an impairment review include underperformance relative to expected historical or projected future operating results, a significant change in the manner of the use of the asset or a negative industry or economic trend. When the Company determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more of the aforementioned factors, impairment is measured based on a projected discounted cash flow method. Certain factors, such as estimated store sales and expenses, used for this nonrecurring fair value measurement are considered Level 3 inputs as defined by FASB ASC 820, Fair Value Measurement . Long-lived assets held and used with a carrying amount of $ 579.1 million, $ 562.2 million and $ 545.1 million in 2023, 2022 and 2021, respectively, were assessed for indicators of impairment. This assessment resulted in the impairment charges presented in the table below, primarily for operating lease right-of-use assets, leasehold improvements, and furniture and fixtures in the Company’s retail stores, as well as capitalized software. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) 2023 2022 2021 Long-Lived Asset Impairment Charges: ​ ​ ​ Famous Footwear ​ $ 749 ​ $ 200 ​ $ 1,241 Brand Portfolio ​ — ​ 1,603 ​ 2,894 Total long-lived asset impairment charges ​ $ 749 ​ $ 1,803 ​ $ 4,135 ​ The Company performed its annual impairment review of intangible assets, which involves estimating the fair value using significant unobservable inputs (Level 3). The intangible asset impairment reviews performed in 2023, 2022 and 2021 resulted in no impairment charges. During 2023, the Company performed a quantitative assessment of goodwill as of the first day of the fourth fiscal quarter and during 2022 and 2021, the Company performed qualitative assessments of goodwill. The reviews indicated no impairment. Refer to Note 1 and Note 10 to the consolidated financial statements for additional information related to the goodwill impairment tests. Fair Value of the Company’s Other Financial Instruments 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. The fair values of the borrowings under revolving credit agreement of $ 182.0 million and $ 307.5 million as of February 3, 2024 and January 28, 2023, respectively, approximate their carrying value due to the short-term nature of the borrowings. (Level 1). ​ 76 Table of Contents 14. SHAREHOLDERS’ EQUITY ​ Company Stock The Company’s common stock, which has a $ 0.01 par value per share, is listed for trading under the ticker symbol “CAL” on the New York Stock Exchange. Holders of the common shares are entitled to one vote per share. The Company is also authorized to issue preferred shares with a $ 1.00 par value per share. The following table provides additional information regarding the Company’s common and preferred stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) February 3, 2024 ​ ​ January 28, 2023 ​ ​ ​ Common ​ Preferred ​ ​ Common ​ Preferred Authorized shares ​ ​ 100,000 ​ 1,000 ​ ​ 100,000 ​ 1,000 Outstanding shares ​ ​ 35,490 ​ — ​ ​ 35,716 ​ — Treasury shares ​ ​ 10,597 ​ — ​ ​ 10,371 ​ — ​ Stock Repurchase Programs On September 2, 2019 and March 10, 2022, the Board of Directors approved stock repurchase programs (“2019 Program" and "2022 Program", respectively) authorizing the repurchase of the Company’s outstanding common stock of up to 5.0 million shares in the 2019 Program and 7.0 million shares in the 2022 Program. The Company can use the repurchase programs to repurchase shares on the open market or in private transactions from time to time, depending on market conditions. The repurchase programs do not have an expiration date. Repurchases of common stock are limited under the Company’s debt agreements. During 2023, the Company repurchased 763,000 shares under the share repurchase programs. In total, 5.0 million shares have been repurchased under the 2019 Program and there are no additional shares authorized to be repurchased. There are 5,604,379 additional shares authorized to be repurchased under the 2022 Program as of February 3, 2024. Repurchases Related to Employee Share-based Awards During 2023, 2022 and 2021, employees tendered 449,285 , 246,688 and 205,213 shares, respectively, related to certain share-based awards. These shares were tendered in satisfaction of the exercise price of stock options and/or to satisfy tax withholding amounts for restricted stock, stock performance awards and non-qualified stock options. Accordingly, these share repurchases are not considered a part of the Company’s publicly announced stock repurchase programs. 77 Table of Contents Accumulated Other Comprehensive Loss The following table sets forth the changes in accumulated other comprehensive loss, net of tax, by component for 2023, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension and Accumulated ​ ​ Foreign ​ Other ​ Other ​ ​ Currency ​ Postretirement ​ Comprehensive ($ thousands) ​ Translation ​ Transactions (1) ​ (Loss) Income Balance January 30, 2021 ​ $ ( 111 ) ​ $ ( 9,025 ) ​ $ ( 9,136 ) Other comprehensive loss before reclassifications ​ ( 677 ) ​ ( 116 ) ​ ( 793 ) Reclassifications: ​ ​ ​ Amounts reclassified from accumulated other comprehensive loss ​ — ​ 1,788 ​ 1,788 Tax benefit ​ — ​ ( 465 ) ​ ( 465 ) Net reclassifications ​ — ​ 1,323 ​ 1,323 Other comprehensive (loss) income ​ ( 677 ) ​ 1,207 ​ 530 Balance January 29, 2022 ​ $ ( 788 ) ​ $ ( 7,818 ) ​ $ ( 8,606 ) Other comprehensive loss before reclassifications ​ ( 425 ) ​ ( 19,776 ) ​ ( 20,201 ) Reclassifications: ​ ​ ​ Amounts reclassified from accumulated other comprehensive loss ​ — ​ 2,991 ​ 2,991 Tax benefit ​ — ​ ( 934 ) ​ ( 934 ) Net reclassifications ​ — ​ 2,057 ​ 2,057 Other comprehensive loss ​ ( 425 ) ​ ( 17,719 ) ​ ( 18,144 ) Balance January 28, 2023 ​ $ ( 1,213 ) ​ $ ( 25,537 ) ​ $ ( 26,750 ) Other comprehensive income (loss) before reclassifications ​ 115 ​ ( 10,506 ) ​ ( 10,391 ) Reclassifications: ​ ​ ​ Amounts reclassified from accumulated other comprehensive loss ​ — ​ 3,552 ​ 3,552 Tax benefit ​ — ​ ( 915 ) ​ ( 915 ) Net reclassifications ​ — ​ 2,637 ​ 2,637 Other comprehensive income (loss) ​ 115 ​ ( 7,869 ) ​ ( 7,754 ) Balance February 3, 2024 ​ $ ( 1,098 ) ​ $ ( 33,406 ) ​ $ ( 34,504 ) (1) Amounts reclassified are included in other income, net. Refer to Note 5 to the consolidated financial statements for additional information related to pension and other postretirement benefits. ​ 15. SHARE-BASED COMPENSATION ​ The Company has share-based incentive compensation plans under which certain officers, employees and members of the Board of Directors are participants and may be granted restricted stock, stock performance awards, restricted stock units and stock options. ASC 718, Compensation – Stock Compensation , and ASC 505, Equity , require companies to recognize compensation expense in an amount equal to the fair value of all share-based payments granted to employees over the requisite service period for each award. In certain limited circumstances, the Company’s incentive compensation plan provides for accelerated vesting of the awards, such as in the event of a change in control, qualified retirement, death or disability. The Company has a policy of issuing treasury shares in satisfaction of share-based awards. 78 Table of Contents Share-based compensation expense of $ 14.8 million, $ 17.3 million and $ 12.3 million was recognized in 2023, 2022 and 2021, respectively, as a component of selling and administrative expenses. The following table details the share-based compensation expense by plan for 2023, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) 2023 2022 2021 Expense for share-based compensation plans, net of forfeitures: ​ ​ ​ Restricted stock ​ $ 12,579 ​ $ 10,974 ​ $ 7,308 Stock performance awards ​ 1,183 ​ 5,190 ​ 3,904 Restricted stock units ​ 1,042 ​ 1,147 ​ 1,085 Total share-based compensation expense ​ $ 14,804 ​ $ 17,311 ​ $ 12,297 ​ The Company issued 537,267 , 703,452 and 330,206 shares of common stock in 2023, 2022 and 2021, respectively, for restricted stock grants, stock performance awards issued to employees, stock options exercised and common and restricted stock issued to non-employee directors, net of forfeitures and shares withheld to satisfy the tax withholding requirement. The Company recognized an excess tax benefit of $ 3.1 million and $ 0.6 million in 2023 and 2022, respectively, and an excess tax provision of $ 0.1 million in 2021 related to restricted stock vestings and dividends, performance share award vestings and stock options exercised. The excess tax benefit or provision for the respective periods were recorded in income tax provision on the Company’s consolidated statements of earnings. Restricted Stock Under the Company’s incentive compensation plans, restricted stock of the Company may be granted at no cost to certain officers, key employees and directors. Plan participants are entitled to cash dividends and voting rights for their respective shares. The restricted stock awards limit the sale or transfer of these shares during the requisite service period. Expense for restricted stock grants is recognized on a straight-line basis separately for each vesting portion of the stock award based upon the fair value of the award on the date of grant. The fair value of the restricted stock grants is the quoted market price for the Company’s common stock on the date of grant. The following table summarizes restricted stock activity for 2023, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ ​ Nonvested ​ Weighted- ​ ​ Restricted ​ Average Grant ​ ​ Shares ​ Date Fair Value Nonvested at January 30, 2021 1,397,227 $ 16.74 Granted 616,442 ​ 19.40 Vested ( 540,647 ) ​ 26.39 Forfeited ( 82,625 ) ​ 15.37 Nonvested at January 29, 2022 1,390,397 ​ 14.24 Granted 848,678 ​ 21.76 Vested ( 525,399 ) ​ 12.87 Forfeited ( 109,716 ) ​ 15.67 Nonvested at January 28, 2023 1,603,960 ​ 18.57 Granted 603,121 ​ 23.13 Vested ( 513,238 ) ​ 13.73 Forfeited ( 181,422 ) ​ 19.15 Nonvested at February 3, 2024 1,512,421 ​ $ 21.96 ​ Of the 603,121 restricted shares granted during 2023, 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 , 5,800 shares have a cliff-vesting term of two years , and 567,053 shares have a graded-vesting term of three years , with 50 % vesting after two years and 50 % after three years . Of the 848,678 restricted shares granted during 2022, 10,470 shares have a cliff-vesting term of one year , 63,614 shares have a graded-vesting term of two years and 774,594 shares have a graded-vesting term of three years . Of the 616,442 restricted shares granted during 2021, 4,910 shares have a cliff-vesting term 79 Table of Contents of one year , 20,000 shares have a cliff-vesting term of two years and 591,532 shares have a graded-vesting term of three years . The shares that have a graded-vesting term of two years vest 50 % after one year and 50 % after two years and shares that have a graded-vesting term of three years vest 50 % after two years and 50 % after three years . The total grant date fair value of restricted stock awards vested during the years ended February 3, 2024, January 28, 2023 and January 29, 2022 was $ 7.0 million, $ 6.8 million and $ 14.3 million, respectively. The total fair value of restricted stock awards that vested during the years ended February 3, 2024, January 28, 2023 and January 29, 2022 was $ 12.2 million, $ 11.5 million and $ 10.4 million, respectively. As of February 3, 2024, the total remaining unrecognized compensation cost related to nonvested restricted stock grants was $ 12.8 million, which will be amortized over the weighted-average remaining requisite service period of 1.5 years. Performance Share Awards Under the Company’s incentive compensation plans, common stock or cash may be awarded at the end of the performance period at no cost to certain officers and key employees if certain financial goals are met. Under the plan, employees are granted performance share awards at a target number of shares or units, which generally vest over a three-year service period. At the end of the vesting period, the employee will have earned an amount of shares 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. If the awards are granted in units, the employee will be given an amount of cash ranging from 0 % to 200 % of the equivalent market value of the targeted award. Expense for performance share awards is recognized based upon the fair value of the awards on the date of grant and the anticipated number of shares or cash to be awarded on a straight-line basis for each performance period of the share award. During 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). The 2023 performance award is payable in common stock for up to 100 % of the targeted award and the remainder in cash if any portion exceeds the targeted award. 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. In connection with the Company’s CFO transition during 2022, the Company approved the accelerated vesting of 30,000 performance-based share awards, representing the maximum payout of two of the four award tranches from the 2020 performance award. 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. The modification to accelerate vesting eliminated the remaining service requirement. 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. 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 consolidated statements of earnings for 2022. 80 Table of Contents The following table summarizes performance share award activity for 2023, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Nonvested Number of Nonvested ​ ​ ​ ​ Performance Share ​ Performance Share ​ ​ ​ ​ ​ Awards at Target ​ Awards at Maximum ​ Weighted-Average ​ ​ Level ​ Level ​ Grant Date Fair Value Nonvested at January 30, 2021 385,750 771,500 $ 23.33 Granted 160,500 321,000 ​ 13.05 Vested ( 148,000 ) ( 296,000 ) ​ 31.84 Forfeited ( 7,500 ) ( 15,000 ) ​ 11.19 Nonvested at January 29, 2022 390,750 781,500 ​ 16.12 Granted 77,750 155,500 ​ 21.00 Vested ( 172,500 ) ( 345,000 ) ​ 23.50 Forfeited ( 15,000 ) ( 30,000 ) ​ 14.24 Nonvested at January 28, 2023 281,000 562,000 ​ 13.64 Granted 276,434 276,434 ​ 23.12 Vested ( 273,918 ) ( 547,836 ) ​ 13.64 Forfeited ( 14,868 ) ( 21,950 ) ​ 18.65 Nonvested at February 3, 2024 268,648 268,648 ​ $ 23.12 ​ The total fair value of performance share awards that vested during the years ended February 3, 2024, January 28, 2023 and January 29, 2022 was $ 13.8 million, $ 2.1 million and zero , respectively. As of February 3, 2024, the remaining unrecognized compensation cost related to nonvested performance share awards for the 2023 performance award was $ 1.8 million, which will be recognized over the remaining service period of 25 months . During 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. During 2021, the Company granted long-term incentive awards payable in cash for the 2021-2023 performance period, with a target value of $ 7.3 million and a maximum value of $ 14.6 million. These awards, which vest after a three-year period, are 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. The estimated value of the award, which is reflected within other liabilities on the consolidated balance sheets, is being accrued over the three-year performance period. Restricted Stock Units for Non-Employee Directors Equity-based grants may be made to non-employee directors in the form of restricted stock units (“RSUs”) payable in cash or common stock at no cost to the non-employee director. The RSUs are subject to a vesting requirement (usually one year ), earn dividend equivalent units and are payable in cash or common stock on the date the director terminates service or such earlier date as a director may elect, subject to restrictions, based on the then current fair value of the Company’s common stock. Dividend equivalents are paid on outstanding RSUs at the same rate as dividends on the Company’s common stock, are automatically re-invested in additional RSUs and vest immediately as of the payment date for the dividend. Expense related to the initial grant of RSUs is recognized ratably over the vesting period based upon the fair value of the RSUs. The RSUs payable in cash are remeasured at the end of each period. Expense for the dividend equivalents is recognized at fair value immediately. 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 consolidated statements of earnings. Refer to Note 5 and Note 13 to the consolidated financial statements for information regarding the deferred compensation plan for non-employee directors. 81 Table of Contents The following table summarizes restricted stock unit activity for the year ended February 3, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nonvested ​ ​ Outstanding ​ Accrued (3) ​ RSUs ​ ​ ​ ​ ​ Weighted- ​ ​ Number of ​ Number of ​ Total ​ Total ​ Average ​ ​ Vested ​ Nonvested ​ Number of ​ Number of ​ Grant Date ​ ​ RSUs ​ RSUs ​ RSUs (2) ​ RSUs ​ Fair Value January 28, 2023 455,683 42,444 498,127 483,978 ​ $ 23.49 Granted (1) 4,460 47,035 51,495 35,983 ​ 19.41 Vested 37,144 ( 37,144 ) — 12,215 ​ 27.67 Settled ( 17,017 ) — ( 17,017 ) ( 17,017 ) ​ 18.38 February 3, 2024 480,270 52,335 532,605 515,159 ​ $ 16.85 (1) Granted RSUs include 4,959 RSUs resulting from dividend equivalents paid on outstanding RSUs, of which 4,460 related to outstanding vested RSUs and 499 to outstanding nonvested RSUs. (2) Total number of RSUs as of February 3, 2024 includes 394,032 RSUs payable in shares and 138,573 RSUs payable in cash. (3) Accrued RSUs include all fully vested awards and a pro-rata portion of nonvested awards based on the elapsed portion of the vesting period. The following table summarizes RSUs granted, vested and settled during 2023, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands, except per unit amounts) 2023 2022 2021 Weighted-average grant date fair value of RSUs granted (1) ​ $ 19.92 ​ $ 27.09 ​ $ 26.88 Fair value of RSUs vested ​ $ 1,186 ​ $ 998 ​ $ 2,370 RSUs settled ​ 17,017 ​ 114,242 ​ — (1) Includes dividend equivalents granted on outstanding RSUs, which vest immediately. The following table details the RSU compensation expense and the related income tax benefit for 2023, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ thousands) 2023 2022 2021 Compensation expense ​ $ 579 ​ $ 335 ​ $ 907 Income tax benefit ​ ( 149 ) ​ ( 86 ) ​ ( 233 ) Compensation expense, net of tax ​ $ 430 ​ $ 249 ​ $ 674 ​ The aggregate fair value of RSUs outstanding and currently vested at February 3, 2024 is $ 17.0 million and $ 15.3 million, respectively. The liabilities associated with the accrued RSUs totaled $ 2.6 million and $ 2.0 million as of February 3, 2024 and January 28, 2023, respectively. ​ 16. COMMITMENTS AND CONTINGENCIES ​ Environmental Remediation Prior operations included numerous manufacturing and other facilities for which the Company may have responsibility under various environmental laws for the remediation of conditions that may be identified in the future. The Company is involved in environmental remediation and ongoing compliance activities at several sites and has been notified that it is or may be a potentially responsible party at several other sites. Redfield The Company is remediating, under the oversight of Colorado authorities, the groundwater and indoor air at its owned facility in Colorado (the “Redfield site” or, when referring to remediation activities at or under the facility, the “on-site remediation”) and residential neighborhoods adjacent to and near the property (the “off-site remediation”) that have been 82 Table of Contents affected by solvents previously used at the facility. The on-site remediation calls for the operation of a pump and treat system (which prevents migration of contaminated groundwater off the property) as the final remedy for the site, subject to monitoring and periodic review of the on-site conditions and other remedial technologies that may be developed in the future. In 2016, the Company submitted a revised plan to address on-site conditions, including direct treatment of source areas, and received approval from the oversight authorities to begin implementing the revised plan. 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 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. However, localized areas of contaminated bedrock just beyond the property line continue to impact off-site groundwater. The modified workplan for addressing this condition includes converting the off-site bioremediation system into a monitoring well network and employing different remediation methods in these recalcitrant areas. In accordance with the workplan, a pilot test was conducted of certain groundwater remediation methods and the results of that test were used to develop more detailed plans for remedial activities in the off-site areas, which were approved by the authorities and are being implemented in a phased manner. The results of groundwater monitoring are being used to evaluate the effectiveness of these activities. The Company continues to implement the expanded remedy workplan that was approved by the oversight authorities in 2015 and to work with the oversight authorities on the off-site work plan. The cumulative expenditures for both on-site and off-site remediation through February 3, 2024 were $ 34.3 million. The Company has recovered a portion of these expenditures from insurers and other third parties. The reserve for the anticipated future remediation activities at February 3, 2024 is $ 9.2 million, of which $ 8.3 million is recorded within other liabilities and $ 0.9 million is recorded within other accrued expenses. Of the total $ 9.2 million reserve, $ 4.8 million is for off-site remediation and $ 4.4 million is for on-site remediation. The liability for the on-site remediation was discounted at 4.8 %. On an undiscounted basis, the on-site remediation liability would be $ 12.5 million as of February 3, 2024 . The Company expects to spend approximately $ 0.2 million in the next year , $ 0.1 million in each of the following four years and $ 11.9 million in the aggregate thereafter related to the on-site remediation. Other Various federal and state authorities have identified the Company as a potentially responsible party for remediation at certain other sites. However, the Company does not currently believe that its liability for such sites, if any, would be material. The Company continues to evaluate its estimated costs in conjunction with its environmental consultants and records its best estimate of such liabilities. However, future actions and the associated costs are subject to oversight and approval of various governmental authorities. Accordingly, the ultimate costs may vary, and it is possible costs may exceed the recorded amounts. Litigation The Company is involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such ordinary course of business proceedings and litigation currently pending is not expected to have a material adverse effect on the Company’s results of operations or financial position. Legal costs associated with litigation are generally expensed as incurred. ​ ​ ​ ​ ​ ​ 83 Table of Contents SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Col. A ​ Col. B ​ Col. C ​ ​ ​ Col. D ​ Col. E ​ ​ ​ ​ ​ Additions ​ ​ ​ ​ ​ ​ ​ Balance at ​ Charged to ​ Charged to Other ​ ​ ​ ​ Balance at ​ ​ Beginning ​ Costs and ​ Accounts - ​ Deductions - ​ End of Description of Period Expenses Describe Describe Period ($ thousands) ​ ​ ​ ​ ​ YEAR ENDED FEBRUARY 3, 2024 ​ ​ ​ Deducted from assets or accounts: ​ ​ ​ ​ ​ Allowance for expected credit losses ​ $ 8,903 ​ $ 1,018 ​ $ — ​ $ 1,101 (A) $ 8,820 Customer allowances ​ 18,624 ​ 28,535 ​ — 29,787 (B) 17,372 Customer discounts ​ 3,293 ​ 9,904 ​ — 9,072 (B) 4,125 Inventory markdowns and other ​ 43,911 ​ 36,485 ​ — 59,461 (C) 20,935 Deferred tax asset valuation allowance 39,540 ​ ( 32,387 ) ​ — — ​ 7,153 YEAR ENDED JANUARY 28, 2023 ​ Deducted from assets or accounts: ​ ​ ​ Allowance for expected credit losses ​ $ 9,601 ​ $ ( 262 ) ​ $ — ​ $ 436 (A) $ 8,903 Customer allowances ​ 17,857 ​ 27,559 ​ — 26,792 (B) 18,624 Customer discounts ​ 2,472 ​ 11,357 ​ — 10,536 (B) 3,293 Inventory markdowns and other ​ 30,455 ​ 53,787 ​ — 40,331 (C) 43,911 Deferred tax asset valuation allowance 58,959 ​ ( 19,419 ) ​ — — ​ 39,540 YEAR ENDED JANUARY 29, 2022 ​ Deducted from assets or accounts: ​ ​ ​ Allowance for expected credit losses ​ $ 14,928 ​ $ ( 2,242 ) ​ $ — ​ $ 3,085 (A) $ 9,601 Customer allowances ​ 15,151 ​ 26,100 ​ — 23,394 (B) 17,857 Customer discounts ​ 1,892 ​ 7,459 ​ — 6,879 (B) 2,472 Inventory markdowns and other ​ 32,628 ​ 23,825 ​ — 25,998 (C) 30,455 Deferred tax asset valuation allowance 49,981 ​ 8,978 ​ — — ​ 58,959 ​ (A) Accounts written off, net of recoveries. (B) Discounts and allowances granted to wholesale customers of the Brand Portfolio segment. (C) Adjustment upon sale of related inventories. ​ ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.