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SHOES for ALL of LIFE’S WALKS ABOUT US Compelling Authentic Differentiated Powerful

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SHOES for ALL of LIFE’S WALKS ABOUT US Compelling Authentic Differentiated Powerful 2012 ANNUAL REPORT SHOES FOR ALL OF LIFE’S WALKS ABOUT US COMPELLING AUTHENTIC Differentiated POWERFUL GLOBAL $2.6 BILLION REVENUE BROWN SHOE COMPANY IS A $2.6 BILLION, GLOBAL FOOTWEAR coMPANY WHosE SHOES ARE WORN BY PEOPLE OF ALL AGES, FROM ALL WALKS OF LIFE. THROUGH OUR BRoaD RANGE OF PRODucts, WE SERVE THREE KEY MARKET SEGMENts WITH OUR FaMILY, HEALTHY LIVING AND CONTEMPORARY FasHION BRANDS. At Famous Footwear, we provide consumers with a differentiated family footwear concept . Across the country, the Famous Footwear name is recognized as a distinctive and valued brand by consumers, for offering a unique and powerful proposition — an edited assortment of popular brands in an easy to shop experience — not easily replicated by competitors . Our Healthy Living brands — Naturalizer, Dr . Scholl’s Shoes, LifeStride, Avia and Ryka — and our Contemporary Fashion brands — Via Spiga, Vince, Vera Wang, Sam Edelman, Franco Sarto, Carlos Santana and Fergie Footwear — are part of our compelling portfolio of wholesale demand brands . These are authentic brands that connect deeply with our target consumers on an emotional level . Our engaged and empowered workforce means we have highly productive and motivated employees who not only share a vision of the company’s strategies and direction, but also have a feeling of personal responsibility for ensuring its outcome . Together, we operate under an efficient and cost-effective infrastructure, with functional systems, processes and people that effectively support the growth and profitability of our business . Combined, this is just part of what helps us to inspire people to feel good and live better . feet first! FINANCIAL HIGHLIGHTS (in millions, except per share data) 2012 2011 2010 2009 2008 Consolidated net sales . $ 2,598.1 $2,582 .8 $ 2,504 .1 $ 2,242 0. $ 2,276 4. Famous Footwear . 1,514.3 1,456 .3 1,486 .5 1,363 6. 1,320 0. Wholesale Operations . 845.2 870 .9 754 4. 631 .8 703 .8 Specialty Retail . 238.5 255 6. 263 .2 246 6. 252 .5 Gross profit . $. 1,010.4 $ 996 6. $ 1,003 6. $ 903 .1 $ 882 .2 Margin 38.9% 38 6% 40 1 % 40 3% 38 8% SG&A expenses . $ 919.0 $ 937 .3 $ 923 0. $ 859 7. $ 851 .8 Percent of net sales 35.4% 36 3% 36 9% 38 4% 37 4% Operating earnings (loss) . $ 61.6 $ 35 6. $ 72 7. $ 31 .5 ($ 173 .3) Percent of net sales 2.4% 1 4% 2 9% 1 4% - 7 6% Net earnings (loss) . .$ . 27.5 $ 24 6. $ 37 .2 $ 9 5. ($ 133 .2) Per share, diluted 0.64 0 56 0 85 0 22 (3 21) Adjusted per share, diluted* 1.13 0 70 0 97 0 40 0 47 * Non-GAAP financial measure DEAR SHAREHOLDERS INSPIRING FEELING PEOPLE GOOD LIVING BETTER +OUR MISSION IS TO AT BROWN SHOE COMPANY, INSPIRE PEOPLE TO FEEL GOOD 2012 WAS TERRIFIC YEAR, AND LIVE BETTER... BY ANY NUMBER OF MeasURES. T he combined efforts across our entire corporate organization FEET FIRST! — and the continued focus on our strategic framework — helped deliver on our portfolio realignment strategies, resulting in a 106% increase in our stock price for the calendar year. For 2012, we reported sales of $2,598 million, an improvement of 0.6% over FoCUSED 2011 sales of $2,583 million. Excluding sales in both years for brands exited PRODUCTIVE as part of our portfolio realignment efforts, consolidated sales were up 2.6%. Our adjusted earnings per share improved more than 60% in 2012 to $1.13, DRIVEN and we maintained our dividend return of $0.28 to shareholders in 2012. INNOVATIVE We also strengthened our balance sheet, by reducing short-term borrowings by nearly $100 million and by lowering our interest expense by approximately $2.7 million. On the cost side of the equation, we worked to eliminate corporate costs where possible and to institute good expense management for other areas. As a result, we accomplished our 2012 goal of taking out more than $18 million of SG&A expenses. From a talent perspective, we made changes at the executive level with the addition of Russ Hammer as CFO and Mark Schmitt as CIO. With these changes, we embarked on a more structured path to long-term success, designed to help drive improved processes in both finance and TI and across the overall company. 2012 BROWN SHOE COMPANY ANNUAL REPORT 1 T urning to our business units, starting with Famous Footwear led by Rick Ausick. We had a record 2012 in terms of sales – crossing the $1.5 billion mark – and we also achieved gross profit of $666 million and record operating earnings of $94 million. Famous Footwear remains at the leading edge of our strategic efforts to build brand differentiation and brand equity. Our real estate strategy continued to drive improved revenue per square foot of $199 versus $186 in 2011, as we continued to put our Famous Footwear stores in the right places in 2012. We drove consumers to our stores with our new Victory marketing campaign, especially during back-to-school when same-store-sales were up 5.5%. Famous Footwear also delivered an overall record setting third quarter, with same-store-sales up 6.8%. In 2012, we focused on omni-channel growth to maximize our investments in real estate, inventory assortment and marketing at Famous Footwear, and our efforts are paying off. Famous.com was up 22% in 2012, and we logged more than 60 million visits, with a quarter of those via mobile. In total, mobile revenue grew by more than 190% in 2012. At Wholesale, sales were up 1.6% over 2011, excluding exited brands. Our contemporary fashion platform sales were up 11.0%, with our Sam Edelman brand closing in on the $100 million sales threshold. For Healthy Living, sales were down 3.5%, as we saw mixed results across this platform. For both wholesale platforms, we have been concentrating our efforts around our best performing brands to drive better results and deliver value for our shareholders, but there is still work to be done in 2013. To this end, we aligned our contemporary fashion brands — including our celebrity brands — under Jay Schmidt, president of contemporary fashion, and 2012 was the first full year of this structure. Franco and Fergie benefitted greatly from focused attention at the platform level, with revenue for each up 20% and 55%, respectively. TREND RIGHT EVERYDAY 2 2012 BROWN SHOE COMPANY ANNUAL REPORT WELLNESS COMFORT EVERYDAY Similarly, we moved all of our healthy living brands to report ENGAGED to John Mazurk, president of healthy living, so that we could leverage our long-standing history across this platform. We EMPOWERED continued to see steady improvement across these brands, with Dr. Scholl’s Shoes delivering an improvement in operating ACCOUNTABLE earnings of more than 200% in 2012. Meanwhile, LifeStride PASSIONATE and Ryka continued their quiet pattern of over performance, with revenue up 9% and 11%, respectively in 2012. Sam Edelman maintained its hot streak, with sales up 17% and with the successful launch of its flagship SoHo store in New York — in the midst of hurricane Sandy. Sam capped off an amazing 2012 by being named brand of the year by Footwear News, in November. Today, we are a slightly smaller but leaner and more profitable company — with adjusted operating earnings up 45% over 2011. Throughout the year, we worked hard to execute on our portfolio realignment efforts, at the infrastructure, retail and brand levels. I’m proud of what our entire team has accomplished over the past year, and I’m appreciative of our shareholders’ support as we worked each quarter to deliver on expectations. We will continue to provide details of our strategies and plans, as we develop them, and update you as we execute against them. Diane M. Sullivan President and Chief Executive Officer 2012 BROWN SHOE COMPANY ANNUAL REPORT 3 FINANCIAL TRENDS AND HIGHLIGHTS $2,598 $2,583 RETAIL $2,504 67% $1,753 $2,276 $2,242 WHOLESALE 33% $845 2008 2009 2010 2011 2012 2012 Net Sales Net Sales dollars in millions dollars in millions $ Healthy Living 199 Contemporary Fashion $ Other $871 845 $754 $704 $632 $187 $186 $168 $167 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 Famous Footwear Average Store Wholesale Consumer Platform Mix Revenue Per Square Foot Net Sales dollars dollars in millions $0.28 Dividends $ Adjusted EPS, diluted 1.13 73.0 $ 36.5 62 0.0 $0.28 $73 $0.97 $32 $36 $0.28 $0.70 ($173) $0.28 $0.28 $0.47 $0.40 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 Dividends and Adjusted Diluted Earnings* Operating Earnings (Loss) dollars per share dollars in millions * Non-GAAP financial measure TREND RIGHT EVERYDAY 4 2012 BROWN SHOE COMPANY ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) Q ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 2, 2013 OR h TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ______________ Commission file number 1-2191 BROWN SHOE COMPANY, INC. (Exact name of registrant as specified in its charter) New York 43-0197190 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number) 8300 Maryland Avenue 63105 St. Louis, Missouri (Zip Code) (Address of principal executive offices) (314) 854-4000 (Registrant’s telephone number, including area code) Securities Registered Pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock — par value $0.01 per share New York Stock Exchange Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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