OVERVIEW



We achieved exceptional financial results in the third quarter of 2021, driven
by a successful back-to-school season and strong consumer demand.  We recorded
sequential net sales growth and strong gross margins, and achieved the highest
third quarter operating earnings in our history.  Our strong performance was
driven by our Famous Footwear segment, which reported a 26.5% increase in
same-store sales and an operating margin of 17.7%, which was the highest third
quarter operating margin in its history.  Our Brand Portfolio segment also
contributed to our strong results in the third quarter of 2021, with a 12.3%
increase in net sales and a 55.8% increase in operating earnings compared to the
third quarter of 2020.

Our financial results were negatively impacted in 2020 by the coronavirus ("COVID-19") pandemic, including the temporary closure of all of our retail stores beginning in mid-March, with a phased re-opening beginning in mid-May.

We experienced sequential improvement in sales in the latter part of 2020, driven by the reopening of our retail stores, and continued solid growth of our e-commerce business. During the first nine months of 2021, as the vaccines became widely distributed and governments continued to ease restrictions, consumer sentiment and spending improved, which contributed to higher store traffic and strong growth in our net sales and operating earnings.

Financial Highlights

Following is a summary of the financial highlights for the third quarter of 2021:

Consolidated net sales increased $136.7 million, or 21.1%, to $784.2 million in

the third quarter of 2021, compared to $647.5 million in the third quarter of

2020. Our Famous Footwear segment's net sales of $494.7 million were the

? highest quarterly net sales in its history. Net sales in our Brand Portfolio

segment increased $32.9 million, or 12.3%, compared to the third quarter of

2020. On a consolidated basis, our direct-to-consumer sales represented

approximately 73% of consolidated net sales for the third quarter of 2021,

compared to 71% in the third quarter of 2020.

Consolidated gross profit increased $78.4 million, or 30.5%, to $335.4 million

in the third quarter of 2021, compared to $257.0 million in the third quarter

? of 2020. Our gross profit margin increased to 42.8% in the third quarter of

2021, compared to 39.7% in the third quarter of 2020, reflecting a decline in

promotional activity driven by strong consumer demand, partially offset by

higher inbound freight costs.

Consolidated operating earnings increased $61.2 million to $81.3 million in the

? third quarter of 2021, compared to $20.1 million in the third quarter of 2020.

Consolidated net earnings attributable to Caleres, Inc. were $59.6 million, or

? $1.54 per diluted share, in the third quarter of 2021, compared to $14.4

million, or $0.38 per diluted share, in the third quarter of 2020.

The following items should be considered in evaluating the comparability of our third quarter results in 2021 and 2020:

Blowfish Malibu mandatory purchase obligation - As further discussed in Note 5

and Note 14 to the condensed consolidated financial statements, the Blowfish

Malibu noncontrolling interest was subject to a mandatory purchase obligation

after a three-year period following the 2018 acquisition, based on an earnings

multiple formula. During the third quarter of 2021, we recorded a final fair

? value adjustment of $1.9 million ($1.4 million on an after-tax basis, or $0.04

per diluted share), compared to an adjustment of $5.1 million ($3.8 million on

an after-tax basis, or $0.10 per diluted share) in the third quarter of 2020.

The fair value adjustments are recorded as interest expense, net in the

condensed consolidated statements of earnings (loss). The purchase obligation

was settled for $54.6 million on November 4, 2021, subsequent to the end of the

third quarter, utilizing borrowings under our revolving credit agreement.

Loss on early extinguishment of debt - During the third quarter of 2021, we

incurred a loss of $0.6 million ($0.5 million on an after-tax basis, or $0.01

? per diluted share) related to the redemption of $100 million of our Senior

Notes in August 2021, prior to maturity, and the amendment of our revolving

credit facility prior to its maturity. Refer to Note 10 to the condensed


   consolidated financial statements for further discussion.




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Recent Developments - Supply Chain Disruptions



While we achieved strong financial results for the third quarter of 2021, we
continue to experience global supply chain disruptions, including a delay in the
receipt of inventory due to port congestion, reduced shipping vessel and
container availability, and factory closures, as well as higher inbound freight
costs, all of which resulted in incremental freight expenses and lower gross
profit of approximately $11.5 million for the Brand Portfolio segment during the
third quarter of 2021.  We are actively working to minimize the impact of these
disruptions by diversifying and leveraging our sourcing model, but we anticipate
higher inbound freight costs in the fourth quarter of 2021 and into 2022.  As of
October 30, 2021, our Brand Portfolio segment has over $100 million of inventory
in transit that is not yet available to sell.  Depending on the timing of
receipt of this inventory, it is possible that certain customers may cancel
their orders or demand price concessions for the late receipts.  If we are
unable to sell this in-transit inventory, we may have to liquidate it through
other less profitable channels, which may negatively impact our gross margins.
 In addition, the supply chain delays and inflationary cost pressures we are
currently experiencing may limit our ability to meet incremental consumer demand
and may negatively impact net sales during the fourth quarter of 2021 and into
2022.  The extent and duration of these supply chain disruptions and higher
freight costs are uncertain.  However, we are actively working to mitigate these
cost pressures and recover a portion of the increased costs through price
increases.



Metrics Used in the Evaluation of Our Business

The following are a couple of key metrics by which we evaluate our business and make strategic decisions:

Same-store sales



The same-store sales metric is a metric commonly used in the retail industry to
evaluate the revenue generated for stores that have been open for more than
a year, though other retailers may calculate the metric differently.  Management
uses the same-store sales metric as a measure of an individual store's success
to determine whether it is performing in line with expectations.  Our same-store
sales metric is a daily-weighted calculation for the period, which includes
sales for stores that have been open for at least 13 months.  In addition, in
order to be included in the same-store sales metric, a store must be open in the
current period as well as the corresponding day(s) of the comparable retail
calendar in the prior year.  Accordingly, closed stores (including the temporary
store closures for a portion of 2020 for all of our Famous Footwear and Brand
Portfolio stores in North America) are excluded from the same-store sales metric
for each day of the closure.  Relocated stores are treated as new stores and
therefore excluded from the calculation.  E-commerce sales for those websites
that function as an extension of a retail chain are included in the same-store
sales calculation.  We believe the same-store sales metric is useful to
shareholders and investors in assessing our retail sales performance of existing
locations with comparable prior year sales, separate from the impact of store
openings or store closures.

Sales per square foot

The sales per square foot metric is commonly used in the retail industry to calculate the efficiency of sales based upon the square footage in a store.


 Management uses the sales per square foot metric as a measure of an individual
store's success to determine whether it is performing in line with expectations.
The sales per square foot metric is calculated by dividing total retail store
sales, excluding e-commerce sales, by the total square footage of the retail
store base at the end of each month of the respective period.  This metric was
adversely impacted by the temporary retail store closures during a portion of
the nine months ended October 31, 2020 and therefore, the metric is not
comparable to the nine months ended October 30, 2021.

Outlook



While the global supply chain disruptions have caused uncertainty in the macro
environment, we are actively working with our suppliers to help offset the
impacts to our business and financial performance. Although we believe we are
well-positioned to navigate through the supply chain disruptions by responding
to the variables within our control, including actively working to mitigate cost
pressures through price increases, we expect the inflationary economy and the
increase in inbound freight costs to impact our financial results in the fourth
quarter of 2021.  As we ship spring 2022 orders, we anticipate the price
increases currently being implemented will mitigate the impact of the higher
freight costs.  We continued to make excellent progress toward our balance sheet
initiatives during the third quarter of 2021, including redeeming $100.0 million
aggregate principal amount of our Senior Notes and securing more advantageous
terms on the revolving credit agreement.  We believe these actions, in addition
to redeeming the remaining $100.0 million of Senior Notes in the fourth quarter,
will result in approximately a $12 million decline in annual interest expense.

We will continue to leverage our core competencies and execute on our short and long-term strategic priorities to enhance long-term value for our shareholders.





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Following are the consolidated results and the results by segment:





CONSOLIDATED RESULTS




                                                                             Thirteen Weeks Ended                                Thirty-Nine Weeks Ended
                                                                  October 30, 2021         October 31, 2020             October 30, 2021          October 31, 2020
                                                                                 % of                     % of                         % of                      % of
($ millions)                                                                Net Sales                Net Sales                    Net Sales                 Net Sales
Net sales                                                       $  784.2        100.0 %  $  647.5        100.0 %     $ 2,098.3        100.0 %  $ 1,546.1        100.0 %
Cost of goods sold                                                 448.8         57.2 %     390.5         60.3 %       1,165.8         55.6 %      984.6         63.7 %
Gross profit                                                       335.4   

42.8 % 257.0 39.7 % 932.5 44.4 % 561.5 36.3 % Selling and administrative expenses

                                254.1    

32.4 % 236.9 36.6 % 757.0 36.1 % 663.5 42.9 % Impairment of goodwill and intangible assets

                           -            -           -            -               -            - %      262.7         17.0 %
Restructuring and other special charges, net                           -   

        - %         -            - %          13.5          0.6 %       65.6          4.2 %
Operating earnings (loss)                                           81.3         10.4 %      20.1          3.1 %         162.0          7.7 %    (430.3)       (27.8) %
Interest expense, net                                              (5.1)   

(0.7) % (10.9) (1.7) % (28.8) (1.4) % (33.7) (2.2) % Loss on early extinguishment of debt

                               (0.6)        (0.1) %         -            - %         (0.6)        (0.0) %          -            - %
Other income, net                                                    3.8   

0.5 % 5.5 0.9 % 11.5 0.6 % 12.7 0.8 % Earnings (loss) before income taxes

                                 79.4    

10.1 % 14.7 2.3 % 144.1 6.9 % (451.3) (29.2) % Income tax (provision) benefit

                                    (19.7)        (2.5) %       0.2        (0.0) %        (39.9)        (1.9) %       89.4          5.8 %
Net earnings (loss)                                                 59.7   

7.6 % 14.9 2.3 % 104.2 5.0 % (361.9) (23.4) % Net earnings (loss) attributable to noncontrolling interests 0.1

          0.0 %       0.5          0.1 %           1.0          0.1 %        0.2        (0.0) %
Net earnings (loss) attributable to Caleres, Inc.               $   59.6
      7.6 %  $   14.4          2.2 %     $   103.2          4.9 %  $ (362.1)       (23.4) %




Net Sales

Net sales increased $136.7 million, or 21.1%, to $784.2 million for the third
quarter of 2021, compared to $647.5 million for the third quarter of 2020.  Our
Famous Footwear segment had an extremely successful back-to-school season and
continued to benefit from strong consumer demand throughout the quarter,
achieving the highest quarterly net sales in the segment's history, with net
sales increasing $103.0 million, or 26.3%, compared to the third quarter of
2020.  Net sales for our Brand Portfolio segment increased $32.9 million, or
12.3% during the third quarter of 2021, compared to the third quarter of 2020.
 While Brand Portfolio net sales improved over last year, they remain below
pre-pandemic levels, due in part to the brand exits announced in late 2019 and
early 2020 and the related closure of all but two Naturalizer retail stores in
North America.  On a consolidated basis, our direct-to-consumer sales
represented approximately 73% of total net sales for the third quarter of 2021.
 Our casual, athletic and sport footwear categories continue to perform well,
sandals experienced strong growth during the third quarter of 2021, and demand
for the dress category continues to improve, as more people return to the
workplace.

Net sales increased $552.2 million, or 35.7%, to $2,098.3 million for the nine
months ended October 30, 2021, compared to $1,546.1 million for the nine months
ended October 31, 2020.  As COVID-19 vaccines became more widely available and
government restrictions eased, we experienced strong growth in consumer demand
during the nine months ended October 30, 2021, which has led to a significant
increase in retail store traffic and conversion rates.  Our Famous Footwear
segment experienced a net sales increase of $429.5 million, or 46.8%, for the
nine months ended October 30, 2021, with net sales of $1,346.4 million.  Our
Brand Portfolio segment reported a $121.4 million, or 18.2%, increase in net
sales, with strong sales growth from our Sam Edelman, Blowfish, Vionic and

Allen
Edmonds brands.

Gross Profit

Gross profit increased $78.4 million, or 30.5%, to $335.4 million for the third
quarter of 2021, compared to $257.0 million for the third quarter of 2020,
reflecting higher net sales and a higher gross profit rate.  As a percentage of
net sales, gross profit increased to 42.8% for the third quarter of 2021,
compared to 39.7% for the third quarter of 2020, reflecting a significant
decline in promotional activity in our Famous Footwear segment driven by strong
consumer demand, partially offset by an adverse impact of approximately $11.5
million of incremental cost of goods sold in our Brand Portfolio segment
associated with supply chain disruptions and related vessel and container
shortages.  As discussed above, we anticipate the higher inbound freight costs
to continue in the fourth quarter of 2021 and into 2022, which may continue to
impact our gross profit if we are unable to mitigate or fully recover these
additional costs through price increases.

Gross profit increased $371.0 million, or 66.1%, to $932.5 million for the nine
months ended October 30, 2021, compared to $561.5 million for the nine months
ended October 31, 2020, primarily due to higher net sales and a reduction in
promotional activity at Famous Footwear.  For the nine months ended October 31,
2020, our gross profit was impacted by higher incremental cost of goods sold
primarily due to $33.4 million in inventory markdowns reflecting the difficult
retail environment driven by the COVID-19 pandemic, as well as $1.6 million in
inventory markdowns related to the decision to exit our Fergie brand.  As a
percentage of net sales, gross profit increased to 44.4% for the nine months
ended October 30, 2021, compared to 36.3% for the nine months ended October

31,
2020.



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We classify certain warehousing, distribution, sourcing and other inventory procurement costs in selling and administrative expenses. Accordingly, our gross profit and selling and administrative expense rates, as a percentage of net sales, may not be comparable to other companies.

Selling and Administrative Expenses



Selling and administrative expenses increased $17.2 million, or 7.2%, to $254.1
million for the third quarter of 2021, compared to $236.9 million for the third
quarter of 2020.  The increase was primarily due to higher marketing expenses,
due in part to the return to television advertising for our Famous Footwear
segment; higher salary expenses and higher expenses associated with our cash and
stock-based incentive compensation plan for certain employees.  This increase
was partially offset by lower rent and facilities expenses, primarily associated
with the Naturalizer retail store closures.  Salary expenses were lower in the
third quarter of 2020, primarily attributable to the steps taken in the first
quarter of 2020 to reduce expenses, including workforce reductions, and reduced
hours at our retail stores. As a percentage of net sales, selling and
administrative expenses decreased to 32.4% for the third quarter of 2021,
from 36.6% for the third quarter of 2020, reflecting better leveraging of
expenses over higher net sales.

Selling and administrative expenses increased $93.5 million, or 14.1%, to $757.0
million for the nine months ended October 30, 2021, compared to $663.5 million
for the nine months ended October 31, 2020.  The increase for the nine months
ended October 30, 2021 was primarily due to higher expenses for our cash-based
incentive compensation plans for certain employees, and higher salary and
marketing expenses.  Salary expenses were lower during the nine months ended
October 31, 2020 as a result of the actions taken to mitigate the impact of the
pandemic on our financial results.  As a percentage of net sales, selling and
administrative expenses decreased to 36.1% for the nine months ended October 30,
2021, from 42.9% for the nine months ended October 31, 2020, reflecting better
leveraging of expenses over higher net sales.



Impairment of Goodwill and Intangible Assets



During the nine months ended October 31, 2020, we recorded non-cash impairment
charges of $262.7 million ($218.5 million on an after-tax basis), including
$240.3 million associated with goodwill and $22.4 million associated with the
indefinite-lived Allen Edmonds and Via Spiga trade names.  There were no
corresponding charges for the nine months ended October 30, 2021.   Refer to
Note 8 to the condensed consolidated financial statements for further discussion
of these charges.

Restructuring and Other Special Charges, Net


We incurred restructuring and other special charges of $13.5 million ($11.9
million on an after-tax basis, or $0.31 per diluted share) during the nine
months ended October 30, 2021, reflecting expenses associated with the decision
to close all Naturalizer retail stores in North America with the exception of
two Naturalizer flagship retail stores in the United States.  During the nine
months ended October 31, 2020, we incurred restructuring and other special
charges of $65.6 million ($52.5 million on an after-tax basis) related to the
unfavorable business climate, driven by the impact of the pandemic on our
business operations.  These charges were primarily for impairment associated
with lease right-of-use assets and retail store furniture and fixtures,
liabilities associated with factory order cancellations and severance.  Refer to
Note 5 to the condensed consolidated financial statements for further discussion
of these charges.

Operating Earnings (Loss)

Operating earnings increased $61.2 million to $81.3 million for the third
quarter of 2021, compared to $20.1 million for the third quarter of 2020,
primarily reflecting higher net sales and gross profit.  As a percentage of net
sales, operating earnings were 10.4% for the third quarter of 2021, compared to
3.1% for the third quarter of 2020.

Operating earnings increased $592.3 million to $162.0 million for the nine
months ended October 30, 2021, compared to an operating loss of $430.3 million
for the nine months ended October 31, 2020, primarily reflecting higher net
sales and gross profit, lower impairment charges and better leveraging of
expenses over a higher net sales base.  As a percentage of net sales, operating
earnings were 7.7% for the nine months ended October 30, 2021, compared to an
operating loss of 27.8% for the nine months ended October 31, 2020.

Interest Expense, Net


Interest expense, net decreased $5.8 million, or 53.4%, to $5.1 million for the
third quarter of 2021, compared to $10.9 million for the third quarter of 2020,
primarily due to a lower fair value adjustment to the Blowfish Malibu mandatory
purchase obligation.  We recognized a final fair value adjustment of $1.9
million in the third quarter of 2021, compared to an adjustment of $5.1 million
in the third quarter of 2020.  The adjustment during the third quarter of 2021
reflects the settlement of the purchase of the remaining interest in Blowfish
Malibu.  The purchase obligation of $54.6 million was paid on November 4, 2021.
 The decrease in interest expense also reflects lower average borrowings under
our revolving credit agreement and a $100.0 million reduction in our outstanding
Senior Notes in August 2021, as further discussed below.



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Interest expense, net decreased $4.9 million, or 14.7%, to $28.8 million for the
nine months ended October 30, 2021, compared to $33.7 million for the nine
months ended October 31, 2020, primarily due to lower average borrowings under
our revolving credit agreement and a reduction in our outstanding Senior Notes.
 We continued to utilize our strong cash generation to reduce the incremental
borrowings that were used to preserve financial flexibility at the onset of the
pandemic, reducing the borrowings under our revolving credit agreement from
$440.0 million in March 2020 to $175.0 million at October 30, 2021.  In
addition, we redeemed $100.0 million of our Senior Notes in August 2021,
shifting this higher interest debt to borrowings under our revolving credit
agreement.  We also notified our bondholders on November 18, 2021 that we would
be redeeming the remaining $100.0 million of our Senior Notes in January 2022.

We believe these actions will result in approximately a $12 million decline in annual interest expense in 2022.

Loss on Early Extinguishment of Debt


The loss on early extinguishment of debt was $0.6 million for the three and nine
months ended October 30, 2021, reflecting the redemption of $100 million of
Senior Notes prior to maturity and the amendment of our revolving credit
facility.  Refer to Note 10 to the condensed consolidated financial statements
for further discussion.

Other Income, Net

Other income, net decreased $1.7 million, or 29.6%, to $3.8 million for the
third quarter of 2021, compared to $5.5 million for the third quarter of 2020,
which reflects a reduction of certain components of net periodic benefit income
in 2021, as compared to 2020.  Refer to Note 13 of the condensed consolidated
financial statements for further detail regarding the components of net periodic
benefit income.

Other income, net decreased $1.2 million, or 9.3%, to $11.5 million for nine
months ended October 30, 2021, compared to $12.7 million for the nine months
ended October 31, 2020, which reflects a reduction of certain components of net
periodic benefit income in 2021, as compared to 2020.  Refer to Note 13 of the
condensed consolidated financial statements for further detail regarding the
components of net periodic benefit income.

Income Tax (Provision) Benefit



Our effective tax rate can vary considerably from period to period, depending on
a number of factors.  Our consolidated effective tax rate was a provision of
24.9% for the third quarter of 2021, compared to a benefit of 1.9% for the third
quarter of 2020.  The lower effective tax rate for the third quarter of 2020
reflects the impact of a higher anticipated full year tax benefit, driven by the
impact of the CARES Act, which permitted us to carry back 2020 losses to years
with a higher federal tax rate, and the mix of projected earnings between
international and domestic jurisdictions.

For the nine months ended October 30, 2021, our consolidated effective tax rate
was 27.7%, compared to 19.8% for the nine months ended October 31, 2020.  Our
higher tax rate for the nine months ended October 30, 2021 primarily reflects
strong domestic earnings and incremental valuation allowances for our deferred
tax assets for certain jurisdictions.  The rate also reflects the
non-deductibility of losses at our Canadian business division, which were driven
by exit-related costs associated with Naturalizer retail stores during the first
quarter.  Our effective tax rate for the nine months ended October 31, 2020 was
impacted by several discrete tax items, including the non-deductibility of a
portion of our intangible asset impairment charges, the provision of a valuation
allowance related to certain state and Canadian deferred tax assets, and the
incremental tax provision related to the vesting of stock awards.  Offsetting
these impacts was a benefit associated with the CARES Act, which permitted the
Company to carry back 2020 losses to years with a higher federal tax rate.

Net Earnings (Loss) Attributable to Caleres, Inc.



Net earnings attributable to Caleres, Inc. were $59.6 million and $103.2 for the
third quarter and nine months ended October 30, 2021, respectively, compared to
net earnings of $14.4 million and net losses of $362.1 million for the third
quarter and nine months ended October 31, 2020, respectively, as a result of the
factors described above.



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FAMOUS FOOTWEAR


                                                            Thirteen Weeks Ended                                 Thirty-Nine Weeks Ended
                                                 October 30, 2021          October 31, 2020             October 30, 2021          October 31, 2020
                                                                % of                      % of                         % of                      % of

($ millions, except sales per square foot)                 Net Sales
         Net Sales                    Net Sales                 Net Sales
Net sales                                     $   494.7        100.0 %  $   391.7        100.0 %     $ 1,346.4        100.0 %  $   916.9        100.0 %
Cost of goods sold                                259.2         52.4 %      231.7         59.1 %         703.7         52.3 %      568.6         62.0 %
Gross profit                                      235.5         47.6 %  $  

160.0 40.9 % 642.7 47.7 % $ 348.3 38.0 % Selling and administrative expenses

               148.1         29.9 %      132.2         33.8 %         422.0         31.3 %      370.4         40.4 %
Restructuring and other special charges,
net                                                   -            - %          -            - %             -            - %       16.6          1.8 %
Operating earnings (loss)                     $    87.4         17.7 %  $    27.8          7.1 %     $   220.7         16.4 %  $  (38.7)        (4.2) %

Key Metrics
Same-store sales % change                          26.5 %                   (9.1) %                       11.5 %                     3.0 %
Same-store sales $ change                     $   100.1                 $  (38.3)                    $   102.7                 $    26.2
Sales change from new and closed stores,
net                                           $     2.3                 $  (16.6)                    $   325.1                 $ (327.7)
Impact of changes in Canadian exchange
rate on sales                                 $     0.6                 $       -                    $     1.7                 $   (0.2)

Sales per square foot, excluding
e-commerce (thirteen and thirty-nine weeks
ended)                                        $      72                 $      53                    $     194                 $     115
Sales per square foot, excluding
e-commerce (trailing twelve months)           $     238                 $     166                    $     238                 $     166
Square footage (thousand sq. ft.)                 5,977                    

6,135                        5,977                     6,135

Stores opened                                         1                         -                            9                         3
Stores closed                                         8                        11                           20                        27
Ending stores                                       905                       925                          905                       925




Net Sales

Net sales of $494.7 million in the third quarter of 2021 increased
$103.0 million, or 26.3%, compared to the third quarter of 2020.  We achieved
the highest quarterly net sales in our history, driven by an extremely
successful back-to-school season.  Even after the back-to-school season
concluded, sales momentum continued, driven by strong growth from
brick-and-mortar as consumers returned to in-store shopping.  E-commerce
penetration in the third quarter of 2021 was approximately 13% of net sales,
compared to approximately 17% in the third quarter of 2020 when retail store
traffic was negatively impacted by the pandemic.  Although supply chain
disruptions led to a delay in inventory receipts, our athletic, casual and
sandals categories of footwear performed very well during the quarter.  During
the third quarter of 2021, we opened one store and closed eight stores,
resulting in 905 stores and total square footage of 6.0 million at the end of
the third quarter of 2021, compared to 925 stores and total square footage of
6.1 million at the end of the third quarter of 2020.  Sales to members of our
customer loyalty program, Famously You Rewards ("Rewards"), continue to account
for a majority of the segment's sales, with approximately 78% of our net sales
made to program members in the third quarter of 2021, compared to 80%
in the third quarter of 2020.

Net sales of $1,346.4 million for the nine months ended October 30, 2021
increased $429.5 million, or 46.8%, compared to $916.9 million for the nine
months ended October 31, 2020.  Our strong performance during the nine months
ended October 30, 2021 was attributable to a number of factors.  As COVID-19
vaccines became more widely available and government restrictions eased, we
experienced strong growth in consumer demand, which led to a significant
increase in retail store traffic and conversion rates during the nine months
ended October 30, 2021.  E-commerce penetration has remained strong in 2021 at
approximately 13% of net sales in the nine months ended October 30, 2021,
compared to approximately 22% in the nine months ended October 31, 2020 when our
retail stores were temporarily closed from mid-March, with a phased reopening
beginning in May.  While supply chain disruptions have resulted in delays and
lower receipts, our well-positioned inventory drove our record-setting results.

Our casual, athletic and sport categories of footwear continued to be the strongest performers. During the nine months ended October 30, 2021, we opened nine stores and closed 20 stores.

Gross Profit



Gross profit increased $75.5 million, or 47.2%, to $235.5 million for the third
quarter of 2021, compared to $160.0 million for the third quarter of 2020,
driven by the sales increase and a higher gross profit rate. As a percentage of
net sales, our gross profit increased to 47.6% for the third quarter of 2021,
compared to 40.9% for the third quarter of 2020.  Due to strong consumer demand
and having the right level of inventory for our key brands and styles, we
significantly reduced promotional activity, resulting in higher gross margins in
both our retail stores and e-commerce business during the third quarter of 2021.


Gross profit increased $294.4 million, or 84.5%, to $642.7 million for the nine
months ended October 30, 2021, compared to $348.3 million for the nine months
ended October 31, 2020, reflecting both higher net sales and gross profit rate.

As a percentage of net sales, our gross





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profit increased to 47.7% for the nine months ended October 30, 2021, compared
to 38.0% for the nine months ended October 31, 2020, reflecting a reduction in
promotional activity driven by strong consumer demand and our well-positioned
inventory.  In addition, our gross profit margin in the nine months ended
October 31, 2020 was adversely impacted by $6.0 million in incremental inventory
markdowns, reflecting the difficult retail environment in 2020 driven by the
pandemic.

Selling and Administrative Expenses



Selling and administrative expenses increased $15.9 million, or 12.1%, to $148.1
million for the third quarter of 2021, compared to $132.2 million for the third
quarter of 2020.  The increase was primarily due to higher payroll in the third
quarter of 2021 associated with our retail store associates, as well as an
increase in marketing expenses, as we resumed our television advertising
campaigns.  Salary expenses were lower in the third quarter of 2020, primarily
attributable to reduced hours at our retail stores.  As a percentage of net
sales, selling and administrative expenses decreased to 29.9% for the third
quarter of 2021, compared to 33.8% for the third quarter of 2020, reflecting
better leveraging of expenses over a higher net sales base.

Selling and administrative expenses increased $51.6 million, or 13.9%, to $422.0
million for the nine months ended October 30, 2021, compared to $370.4 million
for the nine months ended October 31, 2020.  The increase was primarily due to
higher payroll expenses associated with our retail store associates.  Salary
expenses were lower in the nine months ended October 31, 2020 as a result of our
retail stores being temporarily closed for a portion of 2020.  Variable
expenses, including marketing and logistics, were also higher, reflecting the
increase in sales volume in the nine months ended October 30, 2021.  In
addition, strategic actions were taken to reduce expenses in the first nine
months of 2020, particularly to mitigate the impact of the pandemic during the
period of retail store closures in the first half of the year.  As a percentage
of net sales, selling and administrative expenses decreased to 31.3% for the
nine months ended October 30, 2021, compared to 40.4% for the nine months ended
October 31, 2020, reflecting better leveraging of our expenses over higher net
sales.

Restructuring and Other Special Charges, Net



Restructuring and other special charges were $16.6 million for the nine months
ended October 31, 2020, consisting primarily of impairment charges on furniture
and fixtures in our retail stores and lease right-of use assets reflecting the
impact of the pandemic on our business operations.  Refer to Note 5 to the
condensed consolidated financial statements for additional information related
to these charges.  There were no corresponding charges during the three months
ended October 31, 2020 or nine months ended October 30, 2021.

Operating Earnings (Loss)



Operating earnings increased $59.6 million to operating earnings of $87.4
million for the third quarter of 2021, compared to $27.8 million for the third
quarter of 2020.  Our operating earnings for the third quarter of 2021 exceeded
our full year 2019 operating earnings.  As a percentage of net sales, operating
earnings were 17.7% for the third quarter of 2021, compared to 7.1% for the
third quarter of 2020.

Operating earnings (loss) increased $259.4 million to operating earnings of $220.7 million for the nine months ended October 30, 2021, compared to an operating loss of $38.7 million for the nine months ended October 31, 2020.

As

a percentage of net sales, operating earnings were 16.4% for the nine months ended October 30, 2021, compared to an operating loss of 4.2% for the nine months ended October 31, 2020.





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BRAND PORTFOLIO


                                                  Thirteen Weeks Ended                                Thirty-Nine Weeks Ended
                                       October 30, 2021         October 31, 2020            October 30, 2021          October 31, 2020
                                                      % of                     % of                        % of                      % of
($ millions, except sales per
square foot)                                     Net Sales                Net Sales                   Net Sales                 Net Sales
Net sales                            $  300.5        100.0 %  $  267.6        100.0 %     $  789.8        100.0 %  $   668.4        100.0 %
Cost of goods sold                      201.6         67.1 %     173.3         64.8 %        502.0         63.6 %      456.7         68.3 %
Gross profit                             98.9         32.9 %      94.3         35.2 %        287.8         36.4 %      211.7         31.7 %
Selling and administrative
expenses                                 87.5         29.1 %      87.0         32.5 %        249.2         31.5 %      253.2         37.9 %
Impairment of goodwill and
intangible assets                           -            - %         -            - %            -            - %      262.7         39.3 %
Restructuring and other special
charges, net                                -            - %         -            - %         13.5          1.7 %       48.4          7.2 %
Operating earnings (loss)            $   11.4          3.8 %  $    7.3          2.7 %     $   25.1          3.2 %  $ (352.6)       (52.7) %

Key Metrics
Direct-to-consumer (% of net
sales) (1)                                 28 %                     26 %                        31 %                      31 %
Change in wholesale net sales ($)    $   16.5                 $ (60.9)                    $   66.2                 $ (298.3)
Unfilled order position at end of
period                               $  380.7                 $  234.7

Same-store sales % change                45.8 %                 (41.0) %                      24.3 %                  (32.3) %
Same-store sales $ change            $   13.8                 $ (25.2)                    $   18.6                 $  (42.8)
Sales change from new and closed
stores, net                          $    2.5                 $  (6.2)                    $   36.0                 $  (50.8)
Impact of changes in Canadian
exchange rate on retail sales        $    0.1                 $    0.0                    $    0.6                 $   (0.2)

Sales per square foot, excluding
e-commerce (thirteen and
thirty-nine weeks ended)             $    236                 $     41                    $    669                 $      92
Sales per square foot, excluding
e-commerce (trailing twelve
months)                              $    756                 $    190                    $    756                 $     190
Square footage (thousands sq.
ft.)                                      124                      345                         124                       345

Stores opened                               4                        -                           6                         -
Stores closed                               1                        5                          86                        25
Ending stores                              90                      197                          90                       197

Direct-to-consumer includes sales of our retail stores and e-commerce sites (1) and sales through our customers' websites that we fulfill on a drop-ship


    basis.


Net Sales

Net sales increased $32.9 million, or 12.3%, to $300.5 million for the third
quarter of 2021, compared to $267.6 million for the third quarter of 2020.  We
continued to experience strong sales growth from our Blowfish Malibu, Sam
Edelman, Allen Edmonds and Vionic brands, which carry a large assortment of
athletic and casual styles.  Both Sam Edelman and Allen Edmonds reported growth
in the dress shoe category, as more people return to the workplace and attend
special occasion events.  While the segment experienced sequential sales
improvement, our net sales in the third quarter of 2021 continued to be
adversely impacted by the delayed receipt of inventory due to supply chain
disruptions, including port congestion and factory closures.  During the third
quarter of 2021, we closed one store and opened four stores, resulting in a
total of 90 stores and total square footage of 0.1 million at the end of
the third quarter of 2021, compared to 197 stores and total square footage of
0.3 million at the end of the third quarter of 2020.

Net sales increased $121.4 million, or 18.2%, to $789.8 for the nine months
ended October 30, 2021, compared to $668.4 million for the nine months ended
October 31, 2020, reflecting the same factors as described above.  During the
nine months ended October 30, 2021, we experienced strong sales growth from our
Sam Edelman, Blowfish Malibu, Vionic and Allen Edmonds brands.

In the first quarter of 2021, we closed the remaining 73 Naturalizer stores in
North America that were scheduled for closure as part of our strategic
realignment of the Naturalizer retail store operations.  We remain focused on
growing the brand's e-commerce business through naturalizer.com, our retail
partners and their websites, and the two flagship stores in the United States
and three stores in China that we continue to operate.  Including the
Naturalizer closures, we closed 86 stores and opened six stores during the nine
months ended October 30, 2021. On a trailing twelve-month basis, sales per
square foot, excluding e-commerce sales, increased to $756 for the twelve months
ended October 30, 2021, compared to $190 for the twelve months ended October 31,
2020.

Our unfilled order position for our wholesale sales increased $146.0 million, or
62.2%, to $380.7 million at October 30, 2021, compared to $234.7 million at
October 31, 2020.  The increase in our backlog order levels reflects increased
consumer demand trends.  In addition, the



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global supply chain disruptions have caused a delay in the receipt of inventory due to port congestion, reduced shipping vessel and container availability.

We

are actively working to diversify and leverage our sourcing model to help offset the impact of these supply chain challenges, but expect the disruptions to continue into 2022.

Gross Profit

Gross profit increased $4.6 million, or 4.9%, to $98.9 million for the third quarter of 2021, compared to $94.3 million for the third quarter of 2020, reflecting higher net sales, partially offset by a lower gross profit rate.

As


a percentage of net sales, our gross profit decreased to 32.9% for the third
quarter of 2021, compared to 35.2% for the third quarter of 2020, reflecting
higher inbound freight costs.  In connection with the supply chain disruptions
described earlier, our freight costs have risen significantly.  We anticipate
the higher inbound freight costs to continue into 2022, which may continue to
impact our gross profit if we are unable to mitigate or fully recover these
additional costs from price increases.

Gross profit increased $76.1 million, or 35.9%, to $287.8 million for the nine
months ended October 30, 2021, compared to $211.7 million for the nine months
ended October 31, 2020, due to higher net sales and improved gross profit rate.
 Our gross profit in the nine months ended October 31, 2020 was impacted by
higher incremental cost of goods sold primarily due to $27.5 million in
inventory markdowns reflecting the difficult retail environment driven by the
pandemic, as well as $1.6 million in inventory markdowns related to the decision
to exit our Fergie brand.  As a percentage of net sales, our gross profit
increased to 36.4% for the nine months ended October 30, 2021, compared to 31.7%
for the nine months ended October 31, 2020.

Selling and Administrative Expenses



Selling and administrative expenses increased $0.5 million, or 0.6%, to $87.5
million for the third quarter of 2021, compared to $87.0 million for the third
quarter of 2020.  The increase was driven by higher salary and marketing
expenses, partially offset by lower rent and facilities expenses, primarily due
to the lower store count.  As a percentage of net sales, selling and
administrative expenses decreased to 29.1% for the third quarter of 2021,
compared to 32.5% for the third quarter of 2020.

Selling and administrative expenses decreased $4.0 million, or 1.6%, to $249.2
million for the nine months ended October 30, 2021, compared to $253.2 million
for the nine months ended October 31, 2020.  The decrease was driven by lower
retail facilities costs, primarily due to the lower store count, partially
offset by higher marketing expenses.  As a percentage of net sales, selling and
administrative expenses decreased to 31.5% for the nine months ended October 30,
2021, compared to 37.9% for the nine months ended October 31, 2020.

Impairment of Goodwill and Intangible Assets


During the first quarter of 2020, we incurred impairment charges of $262.7
million, including $240.3 million associated with goodwill and $22.4 million
associated with intangible assets, including $12.2 million for the Allen Edmonds
trade name and $10.2 million for the Via Spiga trade name.  There were no
corresponding charges in the third quarter of 2020 or for the nine months ended
October 30, 2021.  Refer to Note 8 to the condensed consolidated financial
statements for further discussion of these charges.

Restructuring and Other Special Charges, Net



Restructuring and other special charges of $13.5 million were recorded during
the nine months ended October 30, 2021, reflecting expenses associated with the
decision to close all but two flagship Naturalizer retail stores in the United
States.  These costs primarily represented lease termination and other store
closure costs, including employee severance.  For the nine months ended October
31, 2020, we recorded restructuring and other special charges of $48.4 million,
reflecting expenses associated with the impact of the pandemic on our business
operations, primarily impairment charges on store furniture and fixtures and
lease right-of-use assets, liabilities due to our factories for order
cancellations and severance.  Refer to Note 5 to the condensed consolidated
financial statements for additional information related to these charges.

Operating Earnings (Loss)



Operating earnings increased $4.1 million to $11.4 million for the third quarter
of 2021, compared to $7.3 million for the third quarter of 2020, as a result of
the factors described above.  As a percentage of net sales, operating earnings
were 3.8% for the third quarter of 2021, compared to 2.7% in the third quarter
of 2020.

Operating earnings (loss) increased $377.7 million to operating earnings of
$25.1 million for the nine months ended October 30, 2021, compared to an
operating loss of $352.6 million for the nine months ended October 31, 2020, as
a result of the factors described above.  As a percentage of net sales,
operating earnings were 3.2% for the nine months ended October 30, 2021,
compared to an operating loss of 52.7% for the nine months ended October 31,
2020.



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ELIMINATIONS AND OTHER


                                               Thirteen Weeks Ended                                 Thirty-Nine Weeks Ended
                                   October 30, 2021           October 31, 2020            October 30, 2021           October 31, 2020
                                                  % of                       % of                        % of                       % of
($ millions)                                 Net Sales                  Net Sales                   Net Sales                  Net Sales
Net sales                        $ (11.0)        100.0 %    $ (11.8)        100.0 %     $ (37.9)        100.0 %    $ (39.2)        100.0 %
Cost of goods sold                 (12.0)        108.8 %      (14.4)        122.4 %       (39.9)        105.3 %      (40.7)        103.9 %
Gross profit                          1.0        (8.8) %         2.6       (22.4) %          2.0        (5.3) %         1.5        (3.9) %
Selling and administrative
expenses                             18.4      (167.1) %        17.7      (150.0) %         85.9      (226.5) %        40.0      (101.9) %
Restructuring and other
special charges, net                    -            - %           -            - %            -            - %         0.6        (1.6) %
Operating loss                   $ (17.4)        158.3 %    $ (15.1)        127.6 %     $ (83.9)        221.2 %    $ (39.1)         99.6 %




The Eliminations and Other category includes the elimination of intersegment
sales and profit, unallocated corporate administrative expenses, and other costs
and recoveries.

The net sales elimination of $11.0 million for the third quarter of 2021 is $0.8
million, or 6.7%, lower than the third quarter of 2020, reflecting a decrease in
product sold from our Brand Portfolio segment to Famous Footwear.   The net
sales elimination of $37.9 million for the nine months ended October 30, 2021
is $1.3 million, or 3.3%, lower than the nine months ended October 31, 2020,
reflecting a decrease in product sold from our Brand Portfolio segment to Famous
Footwear.

Selling and administrative expenses increased $0.7 million, to $18.4 million in
the third quarter of 2021, compared to $17.7 million for the third quarter of
2020.  The increase primarily reflects higher expenses for our cash and
stock-based incentive compensation plans for certain employees.  Selling and
administrative expenses increased $45.9 million, to $85.9 million in the nine
months ended October 30, 2021, compared to $40.0 million for the nine months
ended October 31, 2020, reflecting higher expenses for our cash and stock-based
incentive compensation plans for certain employees and higher expenses
associated with certain cash-based director compensation plans that are variable
based on our stock price.  The increase in the cash-based director compensation
plans reflects growth in our stock price during the nine months ended October
30, 2021, compared to a decline in the nine months ended October 31, 2020.

Restructuring and other special charges of $0.6 million for the nine months ended October 31, 2020 were associated with workforce reductions as we sought to minimize our expense structure during the pandemic, as well as incremental expenses associated with deep cleaning our facilities and related supplies.

Refer to Note 5 to the condensed consolidated financial statements for additional information related to these charges. There were no corresponding expenses for the nine months ended October 30, 2021.







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LIQUIDITY AND CAPITAL RESOURCES



Borrowings


($ millions)                                     October 30, 2021      October 31, 2020      January 30, 2021

Borrowings under revolving credit agreement    $            175.0    $            300.0    $            250.0
Current portion of long-term debt                            99.6          

          -                     -
Long-term debt                                                  -                 198.7                 198.9
Total debt (1)                                 $            274.6    $            498.7    $            448.9

As presented here, total debt excludes the Blowfish Malibu mandatory purchase

obligation, which was valued at $54.6 million, $30.1 million and $39.1 (1) million as of October 30, 2021, October 31, 2020 and January 30, 2021,

respectively. The mandatory purchase obligation of $54.6 million was paid on

November 4, 2021.




Total debt obligations of $274.6 million at October 30, 2021 decreased $224.1
million, from $498.7 million at October 31, 2020, and decreased $174.3 million,
from $448.9 million at January 30, 2021.  The decreases from both October 31,
2020 and January 30, 2021 reflect continued progress toward reducing our debt
levels.  In August 2021, we redeemed $100.0 million aggregate principal amount
of our Senior Notes using borrowings under the revolving credit agreement.  Due
to this redemption, borrowings under our revolving credit facility increased by
$75.0 million during the third quarter of 2021, ending the quarter with an
outstanding balance of $175.0 million.  We continued to utilize our strong cash
generation to reduce the incremental borrowings that were used to preserve
financial flexibility at the onset of the pandemic, reducing the borrowings
under our revolving credit agreement from $440.0 million in March 2020 to $175.0
million at October 30, 2021.  Net interest expense for the third quarter of 2021
decreased $5.8 million to $5.1 million, compared to $10.9 million for the third
quarter of 2020.  The decrease is primarily attributable to a $3.2 million
decrease in the fair value adjustment for the mandatory purchase obligation
associated with the Blowfish Malibu acquisition, as further discussed in Note 5
and Note 14 to the condensed consolidated financial statements.  In addition,
the redemption of $100.0 million of our Senior Notes in August 2021 and lower
average borrowings under our revolving credit agreement contributed to the
decrease in interest expense.  As further discussed below, we notified the
holders of the Senior Notes that we will be redeeming the remaining $100.0
million aggregate principal amount of Senior Notes in January 2022.   The
extinguishment of Senior Notes will result in a reduction of annual interest
expense of approximately $12 million.

Credit Agreement



As further discussed in Note 10 to the condensed consolidated financial
statements, the Company maintains a revolving credit facility for working
capital needs.  On October 5, 2021, we entered into a Fifth Amendment to Fourth
Amended and Restated Credit Agreement (as so amended, the "Credit Agreement")
which, among other modifications, extends the maturity date of the credit
facility from January 18, 2024, to October 5, 2026, and decreases the amount
available under the revolving credit facility by $100.0 million to an aggregate
amount of up to $500.0 million, subject to borrowing base restrictions, and may
be further increased by up to $250.0 million.  Interest on the borrowings is at
variable rates based on the London Interbank Offered Rate ("LIBOR") (with a
floor of 0.0%), or the prime rate (as defined in the Credit Agreement), plus a
spread.  The Credit Agreement decreased the spread applied to the LIBOR or prime
rate by a total of 75 basis points.   At October 30, 2021, we had $175.0 million
in borrowings and $12.5 million in letters of credit outstanding under the
Credit Agreement.  Total borrowing availability was $312.5 million at October
30, 2021.  We were in compliance with all covenants and restrictions under the
Credit Agreement as of October 30, 2021.

Senior Notes

On July 27, 2015, we issued $200.0 million aggregate principal amount of senior notes due on August 15, 2023 (the "Senior Notes"). The Senior Notes bear interest at 6.25%, which is payable on February 15 and August 15 of each year.


 On August 16, 2021, we redeemed $100.0 million of the Senior Notes at 100.0%,
shifting this higher interest debt to borrowings under the revolving credit
agreement.  Additionally, during the third quarter of 2021, we determined that
we would redeem the remaining $100.0 million aggregate principal amount of
Senior Notes in the fourth quarter of 2021.  On November 18, 2021, we notified
the holders of our Senior Notes that we would be redeeming the remaining $100.0
million in January 2022.

The Senior Notes contain covenants and restrictions that limit certain
activities including, among other things, levels of indebtedness, payments of
dividends, the guarantee or pledge of assets, certain investments, common stock
repurchases, mergers and acquisitions and sales of assets.  As of October 30,
2021, we were in compliance with all covenants and restrictions relating to

the
Senior Notes.



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Supplemental Guarantor Financial Information



The Senior Notes are fully and unconditionally and jointly and severally
guaranteed on a senior unsecured basis by all of its existing and future
subsidiaries that are guarantors under the Company's Credit Agreement.  The
guarantors are 100% owned by Caleres, Inc. ("Parent").  On October 31, 2018,
Vionic was joined to the Credit Agreement as a guarantor.  After giving effect
to the joinder, the Company is the lead borrower, and Sidney Rich
Associates, Inc., BG Retail, LLC, Allen Edmonds, LLC, Vionic Group, LLC and
Vionic International, LLC are each co-borrowers and guarantors under the Credit
Agreement.  The following tables present summarized financial information for
the Parent and guarantors on a combined basis after elimination of intercompany
transactions between entities and amounts related to investments in any
subsidiary that is a non-guarantor:


($ millions)                October 30, 2021    January 30, 2021
Current assets            $            781.9   $           686.3
Non-current assets                     959.1             1,029.5
Current liabilities                    992.2               818.4
Non-current liabilities                482.2               740.0





                                               Thirty-Nine Weeks
                                                     Ended
($ millions)                                    October 30, 2021
Net sales (1)                                 $            1,927.0
Gross profit                                                 871.1
Operating earnings                                           123.4
Net earnings                                                 109.2
Net earnings attributable to Caleres, Inc.                   109.2


(1) Intercompany activity with the non-guarantor entities for the thirty-nine

weeks ended October 30, 2021 was not material.




Working Capital and Cash Flow




                                                              Thirty-Nine Weeks Ended
($ millions)                                           October 30, 2021        October 31, 2020       Change

Net cash provided by operating activities            $            189.7     $             101.8    $    87.9
Net cash used for investing activities                           (14.6)                  (15.5)          0.9
Net cash used for financing activities                          (188.6)                   (7.1)      (181.5)
Effect of exchange rate changes on cash and cash
equivalents                                                       (0.0)                   (0.1)          0.1
(Decrease) increase in cash and cash equivalents     $           (13.5)    

$              79.1    $  (92.6)

Reasons for the major variances in cash provided (used) in the table above are as follows:

Cash provided by operating activities was $87.9 million higher in the nine months ended October 30, 2021 as compared to the nine months ended October 31, 2020, primarily reflecting the following factors:

An increase in net earnings, after consideration of non-cash items, in the nine

? months ended October 30, 2021, compared to the comparable period in 2020,

primarily driven by the strong consumer demand and positive financial results

of our Famous Footwear segment; and

? A larger increase in accounts payable in the nine months ended October 30,

2021, compared to the nine months ended October 31, 2020; partially offset by

An increase in inventory during the nine months ended October 30, 2021,

? primarily reflecting the increase in our in-transit inventory due to supply

chain disruptions, compared to a decrease during the nine months ended October

31, 2020; and

A smaller increase in accrued expenses and other liabilities during the nine

? months ended October 30, 2021 compared to the nine months ended October 31,

2020.


Supply chain financing:  Certain of our suppliers are given the opportunity to
sell receivables from us related to products that we've purchased to
participating financial institutions at a rate that leverages our credit rating,
which may be more beneficial to the suppliers than the rate



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they can obtain based upon their own credit rating. We negotiate payment and
other terms with our suppliers, regardless of whether the supplier participates
in the program, and our responsibility is limited to making payment based on the
terms originally negotiated with the supplier.  These liabilities continue to be
presented as accounts payable in our condensed consolidated balance sheets, with
changes reflected within cash flows from operating activities when settled.

As

of October 30, 2021 and October 31, 2020, we had $64.0 million and $17.9 million, respectively, of accounts payable subject to supply chain financing arrangements.



Cash used for investing activities was $0.9 million lower for the nine months
ended October 30, 2021 as compared to the nine months ended October 31, 2020,
reflecting slightly lower capital expenditures in the nine months ended October
30, 2021.  In 2021, we expect our purchases of property and equipment and
capitalized software to be between $20 million and $30 million, as compared to
$22.1 million in 2020.

Cash used for financing activities was $181.5 million higher for the nine months
ended October 30, 2021 as compared to the nine months ended October 31, 2020,
primarily due to the redemption of $100.0 million of senior notes and $75.0
million of net repayments on our revolving credit agreement in the nine months
ended October 30, 2021, compared to net borrowings of $25.0 million in the
comparable period in 2020.  In addition, we did not repurchase any shares under
our share repurchase programs during the nine months ended October 30, 2021,
compared to $23.3 million in the nine months ended October 31, 2020.

A summary of key financial data and ratios at the dates indicated is as follows:


                                                October 30, 2021      October 31, 2020        January 30, 2021

Operating working capital ($ millions) (1)    $            120.6    $      

     244.1      $            191.8
Current ratio (2)                                         0.81:1                0.91:1                  0.86:1
Debt-to-capital ratio (3)                                   47.3 %                65.6 %                  68.8 %

Operating working capital has been computed as total current assets, (1) excluding cash, less total current liabilities, excluding borrowings under

revolving credit agreement, current portion of long-term debt and lease

obligations.

(2) The current ratio has been computed by dividing total current assets by total

current liabilities.

The debt-to-capital ratio has been computed by dividing total debt by total (3) capitalization. Total debt is defined as long-term debt (including the

current portion) and borrowings under revolving credit agreement. Total

capitalization is defined as total debt and total equity.


Operating working capital at October 30, 2021 was $120.6 million, which was
$123.5 million lower than at October 31, 2020 and $71.2 million lower than at
January 30, 2021.  Our current ratio was 0.81 to 1 as of October 30, 2021,
compared to 0.91 to 1 at October 31, 2020 and 0.86:1 at January 30, 2021.  The
decreases in operating working capital and the current ratio from both October
31, 2020 and January 30, 2021 primarily reflects higher trade accounts payable
and accrued expenses, and an increase in the Blowfish Malibu mandatory purchase
obligation attributable to strong growth in the brand, partially offset by
higher inventory.  Our debt-to-capital ratio was 47.3% as of October 30, 2021,
compared to 65.6% as of October 31, 2020 and 68.8% at January 30, 2021.  The
decrease in our debt-to-capital ratio from October 31, 2020 and January 30, 2021
primarily reflects lower borrowings on our revolving credit facility and a lower
outstanding amount of senior notes at October 30, 2021.  We believe the cash
provided by our operations, as well as $312.5 million in borrowing
availability under the Credit Agreement, provide ample liquidity to meet
the Company's working capital needs for the foreseeable future.  In addition,
the amendment to the revolving credit facility agreement increased the amount by
which the Credit Agreement may be further increased from $150.0 million to
$250.0 million.

We declared and paid dividends of $0.07 per share in the third quarter of both
2021 and 2020.  The declaration and payment of any future dividend is at the
discretion of the Board of Directors and will depend on our results of
operations, financial condition, business conditions and other factors deemed
relevant by our Board of Directors.  However, we presently expect that dividends
will continue to be paid.

CONTRACTUAL OBLIGATIONS

Our contractual obligations primarily consist of purchase obligations, operating
lease commitments, the current portion of our long-term debt and related
interest, minimum license commitments, financial instruments, mandatory purchase
obligation associated with the acquisition of Blowfish Malibu, one-time
transition tax for the mandatory deemed repatriation of cumulative foreign
earnings, obligations for our supplemental executive retirement plan and other
postretirement benefits and obligations.



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As further discussed in Note 10 to the condensed consolidated financial
statements, during the third quarter of 2021, we redeemed $100.0 million of
Senior Notes.  We also made the decision during the third quarter of 2021 to
redeem the remaining $100.0 million of Senior Notes during the fourth quarter of
2021, prior to the maturity date of August 15, 2023, and have presented those
notes as a current liability on the condensed consolidated balance sheet as of
October 30, 2021.

As discussed in Note 5 to the condensed consolidated financial statements, on
November 4, 2021, we paid the mandatory purchase obligation totaling $54.6
million, which was associated with the acquisition of Blowfish Malibu in July
2018.

Except for these items and changes within the normal course of business
(primarily changes in purchase obligations, which fluctuate throughout the year
as a result of the seasonal nature of our operations, changes in borrowings
under our revolving credit agreement and changes in operating lease commitments
as a result of new stores, store closures and lease renewals), there have been
no other significant changes to the contractual obligations identified in our
Annual Report on Form 10-K for the year ended January 30, 2021.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES



No material changes have occurred related to critical accounting policies and
estimates since the end of the most recent fiscal year.  For further information
on the Company's critical accounting policies and estimates, see Part II, Item 7
of our Annual Report on Form 10-K for the year ended January 30, 2021.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Recently issued accounting pronouncements and their impact on the Company are described in Note 2 to the condensed consolidated financial statements.

INFLATION


We have experienced inflationary pressures on our product costs for most of
2021.  We believe that the rates of inflation we have experienced have not had a
significant effect on our net sales or operating earnings for the three and nine
months ended October 30, 2021.  While we have historically been able to offset
our product cost increases by increasing prices, negotiating costs, or changing
suppliers, we may not be able to offset price increases in the future, which may
have an adverse effect on our results of operations and financial condition.

However, we are actively working to mitigate these cost pressures and recover a portion of the increased costs through price increases.

FORWARD-LOOKING STATEMENTS


This Form 10-Q contains certain forward-looking statements and expectations
regarding the Company's future performance and the performance of its brands.
Such statements are subject to various risks and uncertainties that could cause
actual results to differ materially.  These risks include (i) economic
conditions, supply chain disruptions and other threats to the continued and
uninterrupted flow of inventory from China and other countries, where the
company relies heavily on third-party manufacturing facilities for a significant
amount of its inventory; (ii) the coronavirus pandemic and its adverse impact on
our business operations, store traffic and financial condition; (iii) changing
consumer demands, which may be influenced by consumers' disposable income, which
in turn can be influenced by general economic conditions and other factors; (iv)
rapidly changing consumer preferences and purchasing patterns and fashion
trends; (v) intense competition within the footwear industry; (vi) customer
concentration and increased consolidation in the retail industry; (vii) foreign
currency fluctuations; (viii) impairment charges resulting from a long-term
decline in our stock price; (ix) cybersecurity threats or other major disruption
to the company's information technology systems; (x) the ability to accurately
forecast sales and manage inventory levels; (xi) a disruption in the company's
distribution centers; (xii) the ability to recruit and retain senior management
and other key associates; (xiii) the ability to maintain relationships with
current suppliers; (xiv) the ability to secure/exit leases on favorable terms;
(xv) transitional challenges with acquisitions and divestitures;  (xvi) changes
to tax laws, policies and treaties; (xvii) compliance with applicable laws and
standards with respect to labor, trade and product safety issues; and (xviii)
the ability to attract, retain, and maintain good relationships with licensors
and protect our intellectual property rights.  The Company's reports to the
Securities and Exchange Commission contain detailed information relating to such
factors, including, without limitation, the information under the caption "Risk
Factors" in Part I, Item 1A of the Company's Annual Report on Form 10-K for
the year ended January 30, 2021, which information is incorporated by reference
herein and updated by the Company's Quarterly Reports on Form 10-Q.  The Company
does not undertake any obligation or plan to update these forward-looking
statements, even though its situation may change.





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