What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-04-01 compared with 2024-04-02 · 226 added, 229 removed, 1139 unchanged (29% of the section changed)

11 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of February 1, 2025, 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.

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 1, 2025 and February 3, 2024, the related consolidated statements of earnings, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended February 1, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a), and our report dated April 1, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

21 unchanged sentences

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.

(the Company) as of February 1, 2025 and February 3, 2024, the related consolidated statements of earnings, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended February 1, 2025, 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 1, 2025 and February 3, 2024, and the results of its operations and its cash flows for each of the three years in the period ended February 1, 2025, in conformity with U.S.

generally accepted accounting principles.

34 unchanged sentences

February 1, 2025

January 28, 2023

February 3, 2024

Current assets:

39 unchanged sentences

Interest expense, net

Loss on early extinguishment of debt

Other income, net

Other (expense) income, net

Earnings before income taxes

Income tax provision

Net earnings (loss) attributable to noncontrolling interests

Net (loss) earnings attributable to noncontrolling interests

Net earnings attributable to Caleres, Inc.

4 unchanged sentences

($ thousands)

Other comprehensive income (loss) ("OCI"), net of tax:

Other comprehensive (loss) income ("OCI"), net of tax:

Foreign currency translation adjustment

Pension and other postretirement benefits adjustments

Other comprehensive (loss) income, net of tax

Other comprehensive loss, net of tax

Comprehensive income

Comprehensive income (loss) attributable to noncontrolling interests

Comprehensive (loss) income attributable to noncontrolling interests

Comprehensive income attributable to Caleres, Inc.

12 unchanged sentences

Deferred income taxes

Fair value adjustments to Blowfish mandatory purchase obligation

Blowfish mandatory purchase obligation

Loss on early extinguishment of debt

Changes in operating assets and liabilities:

11 unchanged sentences

Repayments under revolving credit agreement

Redemption of senior notes

Dividends paid

2 unchanged sentences

Contributions by noncontrolling interests

Blowfish Malibu mandatory purchase obligation

Debt issuance costs

Net cash used for financing activities

Effect of exchange rate changes on cash and cash equivalents

(Decrease) increase in cash and cash equivalents

Increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

9 unchanged sentences

BALANCE JANUARY 29, 2022

Net earnings (loss)

Foreign currency translation adjustment

Pension and other postretirement benefits adjustments, net of tax of $ 6,145

Comprehensive income

Comprehensive (loss) income

Contributions by noncontrolling interests, net

Dividends ($ 0.28 per share)

Acquisition of treasury stock

( 2,622,845 )

Issuance of common stock under share-based plans, net

1 unchanged sentence

BALANCE JANUARY 28, 2023

Net earnings (loss)

Foreign currency translation adjustment

4 unchanged sentences

Acquisition of treasury stock

( 2,622,845 )

Issuance of common stock under share-based plans, net

Share-based compensation expense

BALANCE JANUARY 28, 2023

BALANCE FEBRUARY 3, 2024

Net earnings (loss)

Foreign currency translation adjustment

Pension and other postretirement benefits adjustments, net of tax of $ 1,796

Comprehensive (loss) income

Comprehensive income (loss)

Contributions by noncontrolling interests, net

1 unchanged sentence

Acquisition of treasury stock

( 1,938,324 )

Issuance of common stock under share-based plans, net

8 unchanged sentences

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.

As of February 1, 2025, the Company operated 960 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.

9 unchanged sentences

In 2024, capital contributions of $ 4.0 million were made to CLT, including $ 2.0 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.

In 2023, capital contributions of $ 2.0 million were made to CLT, including $ 1.0 million received from Brand Investment Holding.

As of February 1, 2025 and February 3, 2024, assets of CLT were $ 27.1 million and $ 23.2 million, respectively, and liabilities were $ 13.2 million and $ 9.3 million, respectively.

Net sales of CLT were $ 29.8 million, $ 26.8 million and $ 16.9 million in 2024, 2023 and 2022, respectively.

Operating earnings of CLT were $ 0.5 million for 2023 and operating losses were $ 2.6 million and $ 2.7 million in 2024 and 2022, respectively.

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.

Net (loss) earnings 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.

1 unchanged sentence

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.

Fiscal years 2024 and 2022, both of which included 52 weeks, ended on February 1, 2025 and January 28, 2023, respectively.

Fiscal year 2023 included a 53-week period ending February 3, 2024.

Use of Estimates

5 unchanged sentences

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.

Amounts due from the financial institutions for these transactions totaled $ 8.4 million and $ 9.3 million as of February 1, 2025 and February 3, 2024, respectively.

The Company had an immaterial amount of restricted cash as of February 1, 2025 and February 3, 2024.

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.

The Company recorded adjustments to the provision for expected credit losses of $0.8 million and $ 0.3 million in 2024 in 2022, respectively, and recorded a provision for expected credit losses of $ 1.0 million in 2023.

Customer allowances represent reserves against the Company’s wholesale customers’ accounts receivable for margin assistance, product returns, customer deductions and co-op advertising allowances.

10 unchanged sentences

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.

If the first-in, first-out (“FIFO”) method had been used, consolidated inventories would have been $ 10.9 million and $ 10.3 million higher at February 1, 2025 and February 3, 2024, respectively.

In 2024 and 2023, the Company recorded LIFO provisions of $ 0.6 million and $ 4.0 million, respectively, on certain inventories as a result of product cost inflation.

Refer to Note 8 to the consolidated financial statements for additional information related to inventories.

11 unchanged sentences

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.

Markdown reserves were $ 17.7 million and $ 20.9 million as of February 1, 2025 and February 3, 2024, respectively.

The costs of inventory, inbound freight and duties, markdowns, shrinkage and royalty expense are classified in cost of goods sold.

7 unchanged sentences

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.

Other assets on the consolidated balance sheets include $ 13.6 million and $ 16.3 million of computer software costs as of February 1, 2025 and February 3, 2024, respectively, which are net of accumulated amortization of $ 76.8 million and $ 88.1 million as of the end of the respective periods.

In addition, other assets on the consolidated balance sheets include $ 24.8 million and $ 16.4 million for cloud computing arrangements (software-as-a-service contracts) and related implementation costs as of February 1, 2025 and February 3, 2024, respectively, which are net of accumulated amortization of $ 9.4 million and $ 6.7 million as of the end of the respective periods.

These balances include capitalized costs associated with the Company’s implementation of its cloud-based ERP in 2024.

Property and Equipment

4 unchanged sentences

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.

The Company capitalized interest of $ 0.4 and $ 0.3 million in 2024 and 2023, respectively, related to the implementation of its cloud-based ERP.

Goodwill and Intangible Assets

4 unchanged sentences

The test compares the fair value of the Company’s reporting units to the carrying value of those reporting units.

requires significant assumptions, estimates and judgments by management, and is subject to inherent uncertainties and subjectivity.

This test 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.

6 unchanged sentences

Based on available information as of February 1, 2025, 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.

As of February 1, 2025 and February 3, 2024, self-insurance reserves were $ 9.4 million and $ 10.4 million, respectively.

Supplier Finance Program

3 unchanged sentences

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.

As of February 1, 2025 and February 3, 2024, the Company had $ 22.0 million and $ 13.0 million, respectively, of accounts payable subject to the Program arrangements.

The following table is a rollforward of the obligations confirmed under the Program for 2024 and 2023:

($ thousands)

February 1, 2025

February 3, 2024

Confirmed obligations outstanding at the beginning of the year

Invoices confirmed during the year

Confirmed invoices paid during the year

Confirmed obligations outstanding at the end of the year

Revenue Recognition

11 unchanged sentences

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 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

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.

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 expenses within the consolidated balance sheets.

The Company recognized gift card breakage of $ 0.8 million in both 2024 and 2023, and $ 1.1 million in 2022.

Loyalty Program

4 unchanged sentences

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.

Approximately 75 % and 77 % of net sales in the Famous Footwear segment were made to its loyalty program members in 2024 and 2023, respectively.

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.

As of February 1, 2025 and February 3, 2024, the Company had loyalty program liabilities totaling $ 7.8 million and $ 11.5 million, respectively, which are included in other accrued expenses on the consolidated balance sheets.

Of the $ 7.8 million loyalty program liability as of February 1, 2025, $ 6.6 million is reflected in the Famous Footwear segment and $ 1.2 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.

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.

Store Impairment Charges

11 unchanged sentences

These costs were offset by co-op advertising allowances recovered by the Company’s retail business of $ 5.8 million, $ 6.2 million and $ 6.0 million in 2024, 2023 and 2022, 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.

Total costs of co-op advertising provided to wholesale customers that are reflected as a reduction of net sales were $ 19.4 million in 2024, $ 17.0 million in 2023 and $ 18.5 million in 2022.

Total advertising costs attributable to future periods that are deferred and recognized as a component of prepaid expenses and other current assets were $ 3.1 million and $ 7.0 million at February 1, 2025 and February 3, 2024, respectively.

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.

1 unchanged sentence

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

amount of the tax benefit that, in its judgment, is greater than 50% likely to be realized.

If the recognition threshold is met, the Company recognizes a tax benefit measured at the largest 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.

29 unchanged sentences

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.

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.

40 unchanged sentences

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

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 graded-vesting grants is recognized ratably 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.

4 unchanged sentences

Consolidated Statements of Cash Flows Supplemental Disclosures

The Company made payments for federal, state and international taxes, net of refunds, of $ 15.8 million, including $ 7.0 million for federal taxes, $ 6.5 million for international taxes and $ 2.3 million for state taxes in 2024.

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.

During 2022, 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.

Refer to Note 6 to the consolidated financial statements for further information regarding income taxes.

6 unchanged sentences

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.

The Company adopted the amendments on a retrospective basis during the first quarter of 2023, with the exception of the annual rollforward requirement, which was adopted during the fourth quarter of 2024.

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.

The Company adopted the ASU on a retrospective basis during the fourth quarter of 2024 .

Refer to Note 7 to the consolidated financial statements for additional information related to segment expenses.

Impact of Prospective Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

1 unchanged sentence

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.

ASU 2023-09 is effective for the Company on a prospective basis in fiscal 2025, with the option

to apply the standard retrospectively.

The adoption of the ASU is not expected to have a material impact on the Company’s financial statement disclosures.

71 unchanged sentences

Revenue is recorded at the transaction price, net of estimates for variable consideration for which reserves are established, including returns, allowances and discounts.

Variable consideration is estimated using the expected value method and given the large number of contracts with similar characteristics, the portfolio approach is applied to determine the variable

consideration for each revenue stream.

Variable consideration is estimated using the expected value method and given the large number of contracts with similar characteristics, the portfolio approach is applied to determine the variable consideration for each revenue stream.

Reserves for projected returns are based on historical patterns and current expectations.

2 unchanged sentences

February 1, 2025

January 28, 2023

February 3, 2024

Customer allowances and discounts

10 unchanged sentences

Adjustment for expected credit losses

Uncollectible accounts written off, net of recoveries

Uncollectible account recoveries (write-offs), net

Balance, end of period

6 unchanged sentences

($ thousands, except per share amounts)

Net (earnings) loss attributable to noncontrolling interests

Net loss (earnings) attributable to noncontrolling interests

Net earnings attributable to Caleres, Inc.

7 unchanged sentences

Diluted earnings per common share attributable to Caleres, Inc.

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.

The Company repurchased 1,938,324 , 763,000 and 2,622,845 shares at a cost of $ 65.0 million, $ 17.4 million and $ 63.2 million during the years ended February 1, 2025, February 3, 2024 and January 28, 2023, respectively, under these programs.

Under the provisions of the Inflation Reduction Act of 2022 (“Inflation Reduction Act”), a 1% excise tax is imposed on repurchases of common stock beginning on January 1, 2023.

Excise taxes incurred on share repurchases are incremental costs to purchase the stock, and accordingly, are included in the total cost basis of the common stock acquired and reflected as a reduction of shareholders’ equity within retained earnings in the consolidated statements of shareholders’ equity.

Excise taxes of $ 0.5 million are due on the Company’s share repurchases during 2024.

An immaterial amount of excise taxes were due on share repurchases during 2023.

RESTRUCTURING AND OTHER INITIATIVES

Restructuring Costs

During 2024, the Company incurred restructuring costs of $ 9.9 million ($ 7.3 million on an after-tax basis, or $ 0.21 per diluted share).

The costs were primarily for the exit of the Company’s domestic retail store operations for the Naturalizer brand, severance and pension settlement costs associated with the acceptance of a lump sum buyout offer by certain pension plan participants.

Of the $ 7.2 million in charges presented in restructuring and other special charges on the consolidated statements of earnings in 2024, $ 6.4 million is reflected in the Brand Portfolio segment, $ 0.6 million is reflected in the Famous Footwear segment and $ 0.2 million is reflected within the Eliminations and Other category.

The remaining $ 2.7 million of restructuring costs related to the pension settlement are presented in other (expense) income, net, and reflected in the Eliminations and Other category.

As of February 1, 2025, restructuring reserves of $ 5.5 million

were included in current liabilities on the consolidated balance sheet, with $ 4.0 million included in accounts payable, $ 1.3 million included in employee compensation and benefits and $ 0.2 million in other accrued expenses.

Expense Reduction Initiatives

5 unchanged sentences

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.

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 organizational changes 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.

RETIREMENT AND OTHER BENEFIT PLANS

18 unchanged sentences

Plan participants’ contribution

Plan amendments

Actuarial (gain) loss

2 unchanged sentences

Benefit obligation at end of year

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.

The accumulated benefit obligation for the United States pension plans was $ 252.1 million and $ 277.1 million as of February 1, 2025 and February 3, 2024, respectively.

The accumulated benefit obligation for the Canadian pension plans was $ 2.9 million and $ 3.2 million as of February 1, 2025 and February 3, 2024, respectively.

Pension Benefits

3 unchanged sentences

Rate of compensation increase

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.

As of February 1, 2025 and February 3, 2024, 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.

Pension assets are managed in accordance with the prudent investor standards of the Employee Retirement Income Security Act (“ERISA”).

6 unchanged sentences

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.

Corporate stocks – common, as listed in the table below, did not include any Company stock at February 1, 2025 or February 3, 2024.

Assets of the Canadian pension plans, which totaled approximately $ 4.0 million on February 1, 2025, 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.

The Canadian pension plans did not include any Company stock as of February 1, 2025 or February 3, 2024.

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.

4 unchanged sentences

● 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.

government securities, the mutual fund, exchange-traded funds, corporate stocks – common, the warrant, real estate investment trusts 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.

14 unchanged sentences

Corporate stocks - common

Real estate investment trust

Preferred securities

6 unchanged sentences

Total investments at fair value

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

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)

4 unchanged sentences

Corporate stocks - common

Real estate investment trust

Preferred securities

18 unchanged sentences

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.

The over-funded status as of February 1, 2025 and February 3, 2024 for pension benefits was $ 64.5 million and $ 61.9 million, respectively.

The under-funded status for other postretirement benefits was $ 0.9 million as of February 1, 2025 and February 3, 2024.

Amounts recognized in the consolidated balance sheets consist of:

16 unchanged sentences

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:

The amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit income at February 1, 2025 and February 3, 2024 are as follows:

Pension Benefits

5 unchanged sentences

Accumulated other comprehensive loss, net of tax

Net Periodic Benefit Income

Net periodic benefit income for 2023, 2022 and 2021 for all domestic and Canadian plans included the following components:

Net Periodic Benefit Expense (Income)

Net periodic benefit expense (income) for 2024, 2023 and 2022 for all domestic and Canadian plans included the following components:

Pension Benefits

7 unchanged sentences

Settlement cost

Total net periodic benefit income

The non-service cost components of net periodic benefit income are included in other income, net in the consolidated statements of earnings.

Total net periodic benefit expense (income)

The non-service cost components of net periodic benefit expense (income) are included in other income, net in the consolidated statements of earnings.

Service cost is included in selling and administrative expenses.

26 unchanged sentences

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.

The Company’s expense for the profit-sharing contribution was zero for both 2024 and 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.

7 unchanged sentences

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.

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 liabilities of the Deferred Compensation Plan of $ 10.9 million and $ 9.5 million as of February 1, 2025 and February 3, 2024, respectively, are presented in employee compensation and benefits in the accompanying consolidated balance sheets.

The assets held by the trust of $ 10.9 million and $ 9.5 million as of February 1, 2025 and February 3, 2024, 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.

Non-Qualified Restoration Deferred Compensation Plan

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.

5 unchanged sentences

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.

The liabilities of the Restoration Plan of $ 0.4 million and $ 0.3 million as of February 1, 2025 and February 3, 2024, respectively, are presented in employee compensation and benefits in the accompanying consolidated balance sheets.

The assets held by the trust of $ 0.4 million and $ 0.3 million as of February 1, 2025 and February 3, 2024, respectively, are classified within prepaid and other current assets in the accompanying consolidated balance sheets.

Changes in deferred compensation plan assets and liabilities are charged to selling and administrative expense in the accompanying consolidated statement of earnings.

Deferred Compensation Plan for Non-Employee Directors

3 unchanged sentences

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.

The liabilities of the plan of $ 1.2 million and $ 2.0 million as of February 1, 2025 and February 3, 2024, respectively, are based on 50,820 and 55,516 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.

The components of earnings before income taxes consisted of domestic earnings before income taxes of $ 84.8 million, $ 132.5 million and $ 168.0 million in 2024, 2023 and 2022, 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 Company’s international earnings before income taxes were $ 50.4 million, $ 48.8 million and $ 45.0 million in 2024, 2023 and 2022, respectively.

The components of income tax provision on earnings were as follows:

1 unchanged sentence

Total federal income tax provision

Total state income tax (benefit) provision

Total state income tax provision (benefit)

International

7 unchanged sentences

Share-based compensation

Provision for valuation allowance, net of utilization

Valuation allowances, net

Non-deductibility of 162(m) limitations

GILTI, BEAT and FDII provisions

CARES Act NOL, net carryback benefit (1)

International entity restructuring (2)

Total income tax provision

(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.

(1) 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.

2 unchanged sentences

February 1, 2025

January 28, 2023

February 3, 2024

Deferred Tax Assets

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The state NOLs totaling $ 2.9 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.

The Company has NOLs in Canada, the United Kingdom and China of $ 1.8 million and $ 1.3 million and $ 0.6 million, respectively.

The Canada and China NOLs have a carryforward period of 17 years and 5 years , respectively, while the United Kingdom NOLs have no expiration.

As of February 1, 2025, 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.

1 unchanged sentence

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

on unremitted international earnings.

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 on unremitted international earnings.

If the Company’s unremitted international earnings were not considered indefinitely reinvested as of February 1, 2025, an immaterial amount of additional deferred taxes would have been provided.

2 unchanged sentences

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.

The standard also provides guidance on derecognition, measurement

classification, interest and penalties, accounting in interim periods, disclosure and transition.

As of February 1, 2025 and February 3, 2024, the Company had no unrecognized tax benefits.

For federal purposes, the Company’s tax filings for fiscal years 2019 to 2023 remain open to examination but are not currently being examined.

8 unchanged sentences

The Brand Portfolio segment included 60 branded retail stores in the United States and 54 branded retail stores in East Asia at the end of 2024.

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.

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 (CODM), the Company’s President and Chief Executive Officer, evaluates financial performance and allocates resources.

The CODM uses segment operating earnings (loss), which represents gross profit, less selling and administrative expenses and restructuring and other special charges, net, to allocate resources.

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.

2 unchanged sentences

($ thousands)

Intersegment sales

Depreciation and amortization

Net sales (1)

Cost of goods sold

Less expenses:

Retail stores (2)

Information technology

Warehousing and distribution

Advertising and marketing

Restructuring and other special charges, net

Other expenses (3)

Operating earnings (loss)

2 unchanged sentences

Capitalized software

Intersegment sales

Depreciation and amortization

($ thousands)

Net sales (1)

Cost of goods sold

Less expenses:

Retail stores (2)

Information technology

Warehousing and distribution

Advertising and marketing

Restructuring and other special charges, net

Other expenses (3)

Operating earnings (loss)

2 unchanged sentences

Capitalized software

Intersegment sales

Depreciation and amortization

($ thousands)

Net sales (1)

Cost of goods sold

Less expenses:

Retail stores (2)

Information technology

Warehousing and distribution

Advertising and marketing

Restructuring and other special charges, net

Other expenses (3)

Operating earnings (loss)

2 unchanged sentences

Capitalized software

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.

(1) Net sales includes intersegment sales from Brand Portfolio to Famous Footwear of $ 59.7 million, $ 63.0 million and $ 59.7 million in 2024, 2023 and 2022, respectively.

(2) Includes compensation and facilities costs associated with the Company’s North America retail stores.

(3) Primarily includes compensation costs associated with non-retail store operations, depreciation and amortization, and other overhead expenses.

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 2024, 2023, and 2022.

Following is a reconciliation of operating earnings to earnings before income taxes:

2 unchanged sentences

Interest expense, net

Loss on early extinguishment of debt

Other income, net

13 unchanged sentences

February 1, 2025

January 28, 2023

February 3, 2024

Raw materials

2 unchanged sentences

Inventories, net (1)

(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.

(1) Net of adjustment to last-in, first-out cost of $ 10.9 million and $ 10.3 million as of February 1, 2025 and February 3, 2024, respectively.

As of February 1, 2025 and February 3, 2024, the Company’s inventory balance included $ 0.2 million and $ 0.4 million, respectively, of finished goods product subject to consignment arrangements with wholesale customers.

PROPERTY AND EQUIPMENT

1 unchanged sentence

February 1, 2025

January 28, 2023

February 3, 2024

Land and buildings

17 unchanged sentences

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.

During 2024, the Company continued to actively market for sale its nine -acre corporate headquarters campus (the “Campus”) located in Clayton, Missouri.

In January 2025, the Company entered into an agreement to sell the main portion of the Campus, subject to certain closing conditions.

In February 2025, the Company entered into two letters of intent to sell the remaining portions of the Campus.

The Company expects each of the components of 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 1, 2025 within the Eliminations and Other category.

4 unchanged sentences

February 1, 2025

January 28, 2023

February 3, 2024

Intangible Assets

7 unchanged sentences

Goodwill and intangible assets, net

(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.

The Company’s intangible assets as of February 3, 2024 and January 28, 2023 were as follows:

(1) The carrying amount of intangible assets as of February 1, 2025 and February 3, 2024 is presented net of accumulated impairment charges of $ 106.2 million.

(2) The carrying amount of goodwill as of February 1, 2025 and February 3, 2024 is presented net of accumulated impairment charges of $ 415.7 million.

The Company’s intangible assets as of February 1, 2025 and February 3, 2024 were as follows:

($ thousands)

3 unchanged sentences

Customer relationships

January 28, 2023

February 3, 2024

Estimated Useful Lives

1 unchanged sentence

Customer relationships

Amortization expense related to intangible assets was $ 12.1 million in both 2023 and 2022, and $ 12.6 million in 2021.

Amortization expense related to intangible assets was $ 11.0 million in 2024 and $ 12.1 million in both 2023 and 2022.

The Company estimates $ 11.0 million of amortization expense related to intangible assets in 2025 and 2026 , $ 10.9 million in 2027 and $ 10.7 million in 2028.

24 unchanged sentences

Average daily borrowings were $ 201.5 million and $ 267.9 million in 2024 and 2023, respectively, and the weighted-average interest rates approximated 6.2 % and 6.7 % 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.

The Company leases all of its retail locations, a manufacturing facility, and certain office locations, distribution centers and equipment.

9 unchanged sentences

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:

The weighted-average lease term and discount rate as of February 1, 2025 and February 3, 2024 were as follows:

February 1, 2025

January 28, 2023

February 3, 2024

Weighted-average remaining lease term (in years)

1 unchanged sentence

During 2024, the Company entered into new or amended leases that resulted in the recognition of right-of-use assets and lease obligations of $ 182.1 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.

As of February 1, 2025, the Company has entered into lease commitments for six retail locations for which the leases have not yet commenced.

The Company anticipates that the leases for four of the new retail locations will begin in the next fiscal year and two will begin in fiscal year 2026.

Upon commencement, right-of-use assets and lease liabilities of approximately $ 4.1 million and $ 3.2 million will be recorded on the consolidated balance sheets in 2025 and 2026, respectively.

17 unchanged sentences

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”).

(“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:

8 unchanged sentences

Non-Qualified Deferred Compensation Plan Assets and Liabilities

The Company maintains a non-qualified deferred compensation plan (the “Deferred Compensation Plan”) for the benefit of certain management employees.

The investment funds offered to the participants generally correspond to the funds

offered in the Company’s 401(k) plan, and the account balance fluctuates with the investment returns on those funds.

The Deferred Compensation Plan permits the deferral of up to 50 % of base salary and 100 % of compensation received under the Company’s annual incentive plan.

The deferrals are held in a separate trust, which has been established by the Company to administer the Deferred Compensation Plan.

The assets of the trust are subject to the claims of the Company’s creditors in the event that the Company becomes insolvent.

Consequently, the trust qualifies as a grantor trust for income tax purposes (i.e., a “Rabbi Trust”).

The liabilities of the Deferred Compensation Plan are presented in other accrued expenses and the assets held by the trust are classified 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.

As discussed in Note 5 to the consolidated financial statements, the Company maintains 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 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.

As discussed in Note 5 to the consolidated financial statements, in 2023, the Company adopted the Restoration Plan for the benefit of certain members of executive management.

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”).

As discussed in Note 5 to the consolidated financial statements, 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 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.

8 unchanged sentences

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.

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at February 1, 2025 and February 3, 2024.

During 2024, 2023 or 2022, the Company did not have any transfers between into or out of Level 3.

9 unchanged sentences

Restricted stock units for non-employee directors

January 28, 2023:

February 3, 2024:

Non-qualified deferred compensation plan assets

Non-qualified deferred compensation plan liabilities

Non-qualified restoration plan assets

Non-qualified restoration plan liabilities

Deferred compensation plan liabilities for non-employee directors

14 unchanged sentences

The intangible asset impairment reviews performed in 2024, 2023 and 2022 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.

During 2024 and 2022, the Company performed qualitative assessments of goodwill as of the first day of the fourth fiscal quarter and during 2023 Company performed a quantitative assessment of goodwill.

The reviews indicated no impairment.

2 unchanged sentences

The fair values of cash and cash equivalents, receivables and trade accounts payable approximate their carrying values due to the short-term nature of these instruments.

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.

The fair values of the borrowings under revolving credit agreement of $ 219.5 million and $ 182.0 million as of February 1, 2025 and February 3, 2024, respectively, approximate the carrying values due to the short-term nature of the borrowings.

SHAREHOLDERS’ EQUITY

6 unchanged sentences

February 1, 2025

January 28, 2023

February 3, 2024

Authorized shares

Outstanding shares

Treasury shares

Stock Repurchase Programs

3 unchanged sentences

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.

During 2024, 2023 and 2022, the Company repurchased 1,938,324 shares, 763,000 shares and 2,622,845 shares, respectively, 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.

2 unchanged sentences

During 2024, 2023 and 2022, employees tendered 249,678 , 449,285 and 246,688 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.

These shares were tendered 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.

11 unchanged sentences

Net reclassifications

Other comprehensive (loss) income

Balance January 29, 2022

Other comprehensive loss before reclassifications

Reclassifications:

Amounts reclassified from accumulated other comprehensive loss

Net reclassifications

Other comprehensive loss

6 unchanged sentences

Balance February 3, 2024

(1) Amounts reclassified are included in other income, net.

Other comprehensive loss before reclassifications

Reclassifications:

Amounts reclassified from accumulated other comprehensive loss

Net reclassifications

Other comprehensive (loss) income

Balance February 1, 2025

(1) Amounts reclassified are included in other (expense) income, net.

Refer to Note 5 to the consolidated financial statements for additional information related to pension and other postretirement benefits.

12 unchanged sentences

Total share-based compensation expense

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 Company issued 80,069 , 537,267 and 703,452 shares of common stock in 2024, 2023 and 2022, respectively, for restricted stock grants, stock performance awards issued to employees 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 excess tax benefits of $ 2.6 million, $ 3.1 million and $ 0.6 million in 2024, 2023, and 2022, respectively, related to restricted stock vestings and dividends and performance share award vestings.

The excess tax benefit or provision for the respective periods were recorded in income tax provision on the Company’s consolidated statements of earnings.

10 unchanged sentences

Nonvested at January 28, 2023

Nonvested at February 3, 2024

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

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.

Nonvested at February 1, 2025

Of the 346,686 restricted shares granted during 2024, 13,692 shares have a cliff-vesting term of one year and 332,994 shares have a graded-vesting term of three years , with 50 % vesting after two years and 50 % after three years .

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 graded-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 cliff-vesting term of two years and 774,594 shares have a graded-vesting term of three years , with 50 % vesting after two years and 50 % after three years .

The total grant date fair value of restricted stock awards vested during the years ended February 1, 2025, February 3, 2024 and January 28, 2023 was $ 13.0 million, $ 7.0 million and $ 6.8 million, respectively.

The total fair value of restricted stock awards that vested during the years ended February 1, 2025, February 3, 2024 and January 28, 2023 was $ 23.1 million, $ 12.2 million and $ 11.5 million, respectively.

As of February 1, 2025, the total remaining unrecognized compensation cost related to nonvested restricted stock grants was $ 11.5 million, which will be amortized over the weighted-average remaining requisite service period of approximately 1.5 years.

Performance Share Awards

3 unchanged sentences

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.

Expense for performance share awards is recognized based upon the fair value of the awards on the date of grant and the number of shares or cash that are probable to be awarded on a straight-line basis for each performance period of the share award.

During 2024, the Company granted performance share awards for a targeted 165,854 shares, with a weighted-average grant date fair value of $ 41.05 in connection with the 2024 performance award (2024 – 2026 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.

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 2024 and 2023 performance awards are 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 number of shares or units that are probable to be awarded for each tranche in accordance with the vesting schedule of the units over the three-year service period.

In connection with a senior management 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.

13 unchanged sentences

Nonvested at January 28, 2023

Nonvested at February 3, 2024

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 .

Nonvested at February 1, 2025

The total fair value of performance share awards that vested during the years ended February 1, 2025, February 3, 2024 and January 28, 2023 was zero , $ 13.8 million and $ 2.1 million, respectively.

As of February 1, 2025, the remaining unrecognized compensation cost related to nonvested performance share awards for the 2024 performance award was $ 2.1 million, which will be recognized over the remaining service period of 1.6 years.

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.

These awards, which vested after a three-year period, were 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 these awards, which is reflected within other accrued expenses on the consolidated balance sheets, was being accrued over the three-year performance period.

Restricted Stock Units for Non-Employee Directors

8 unchanged sentences

The following table summarizes restricted stock unit activity for the year ended February 1, 2025:

January 28, 2023

February 3, 2024

February 1, 2025

(1) Granted RSUs include 4,278 RSUs resulting from dividend equivalents paid on outstanding RSUs, of which 3,972 related to outstanding vested RSUs and 306 to outstanding nonvested RSUs.

6 unchanged sentences

(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:

The following table details the RSU compensation (income) expense and the related income tax provision (benefit) for 2024, 2023 and 2022:

($ thousands)

Compensation expense

Income tax benefit

Compensation expense, net of tax

Compensation (income) expense

Income tax provision (benefit)

Compensation (income) expense, net of tax

The aggregate fair value of RSUs outstanding and currently vested at February 1, 2025 is $ 8.9 million and $ 8.3 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.

The liabilities associated with the accrued RSUs totaled $ 1.1 million and $ 2.6 million as of February 1, 2025 and February 3, 2024, respectively.

COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

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.

The Company is remediating, under the oversight of Colorado authorities, the groundwater and indoor air at its owned facility in Colorado (the “Redfield site” or, when referring to remediation activities at or under the facility, the “on-site remediation”) and residential neighborhoods adjacent to and near the property (the “off-site remediation”) that have been

affected by solvents previously used at the facility.

remediation”) and residential neighborhoods adjacent to and near the property (the “off-site remediation”) that have been affected by solvents previously used at the facility.

The on-site remediation calls for the operation of a pump and treat system (which prevents migration of contaminated groundwater off the property) as the final remedy for the site, subject to monitoring and periodic review of the on-site conditions and other remedial technologies that may be developed in the future.

32 unchanged sentences

Deferred tax asset valuation allowance

YEAR ENDED JANUARY 28, 2023

YEAR ENDED FEBRUARY 3, 2024

Deducted from assets or accounts:

16 unchanged sentences

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data