OVERVIEW



We delivered strong financial and operational results for the second quarter,
with record net sales and earnings.  We leveraged our lead brands to capitalize
on robust demand in trending footwear categories to meet the needs of our core
consumer and drive strong gross profit and operating margins.  We also
strategically augmented our inventory levels in advance of the fall buying and
back-to-school seasons.  We continued to execute on our capital return program
and repurchased 1.1 million shares of our common stock during the second quarter
of 2022.

Financial Highlights

Following is a summary of the financial highlights for the second quarter of 2022:

Consolidated net sales increased $62.8 million, or 9.3%, to $738.3 million in

the second quarter of 2022, compared to $675.5 million in the second quarter

of 2021. Our Famous Footwear segment continued its strong performance with net

? sales of $436.4 million. Net sales of our Brand Portfolio segment increased

$85.1 million, or 35.6%, compared to the second quarter of 2021. On a

consolidated basis, our direct-to-consumer sales represented approximately 72%

of consolidated net sales for the second quarter of 2022, compared to 79% in

the second quarter of 2021.

Consolidated gross profit increased $14.5 million, or 4.5%, to $336.8 million

in the second quarter of 2022, compared to $322.3 million in the second quarter

? of 2021. Our gross profit margin decreased to 45.6% in the second quarter of

2022, compared to 47.7% in the second quarter of 2021, reflecting a higher mix

of wholesale versus retail sales combined with higher markdowns and an increase

in freight costs associated with e-commerce sales.

Consolidated operating earnings increased $5.6 million to $68.4 million in the

? second quarter of 2022, compared to $62.8 million in the second quarter of

2021.

Consolidated net earnings attributable to Caleres, Inc. were $51.2 million, or

? $1.38 per diluted share, in the second quarter of 2022, compared to $37.4

million, or $0.97 per diluted share, in the second quarter of 2021.

The following items should be considered in evaluating the comparability of our second quarter results in 2022 and 2021:

Inflationary Pressures - We continued to experience inflationary pressures on

product costs and inbound freight during the second quarter of 2022. The price

increases we began implementing in the second half of 2021 have mitigated the

majority of these inflationary pressures related to product costs. We believe

? our ability to limit promotional activity and align inventory to demand will

continue to mitigate the impact of these inflationary pressures on our

financial results. However, ongoing general inflation continues to impact

consumer sentiment and may result in lower consumer spending in the second half

of 2022 and beyond.

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

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

interest in Blowfish Malibu was subject to a mandatory purchase obligation

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

? multiple formula. During the second quarter of 2021, we recorded a fair value

adjustment of $7.1 million ($5.3 million on an after-tax basis, or $0.14 per

diluted share). The fair value adjustment was recorded as interest expense,

net in the condensed consolidated statement of earnings. There were no

corresponding charges in the second quarter of 2022. The purchase obligation

was settled for $54.6 million on November 4, 2021.

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-

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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 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.

Outlook


Even with ongoing inflationary pressures and uncertainties around consumer
sentiment, we believe we are well-positioned to capitalize on opportunities
across a broad spectrum of consumer segments by leveraging our diverse portfolio
of brands.  We will continue to utilize our core competencies in brand building,
merchandising, marketing and logistics to further our strategic priorities and
execute on our capital return program in an effort to enhance value for our
shareholders.

Following are the consolidated results and the results by segment:



CONSOLIDATED RESULTS

                                                                             Thirteen Weeks Ended                                 Twenty-Six Weeks Ended
                                                                    July 30, 2022            July 31, 2021               July 30, 2022             July 31, 2021
                                                                                 % of                     % of                         % of                      % of
($ millions)                                                                Net Sales                Net Sales                    Net Sales                 Net Sales
Net sales                                                       $  738.3        100.0 %  $  675.5        100.0 %     $ 1,473.4        100.0 %  $ 1,314.2        100.0 %
Cost of goods sold                                                 401.5         54.4 %     353.2         52.3 %         809.6         54.9 %      717.0         54.6 %
Gross profit                                                       336.8   

45.6 % 322.3 47.7 % 663.8 45.1 % 597.2 45.4 % Selling and administrative expenses

                                268.4    

36.3 % 259.5 38.4 % 529.2 36.0 % 503.0 38.3 % Restructuring and other special charges, net

                           -            - %         -            - %             -            - %       13.5          1.0 %
Operating earnings                                                  68.4          9.3 %      62.8          9.3 %         134.6          9.1 %       80.7          6.1 %
Interest expense, net                                              (2.5)        (0.3) %    (12.0)        (1.7) %         (4.8)        (0.3) %     (23.8)        (1.8) %
Other income, net                                                    3.2          0.4 %       3.9          0.5 %           6.6          0.5 %        7.7          0.6 %
Earnings before income taxes                                        69.1          9.4 %      54.7          8.1 %         136.4          9.3 %       64.6          4.9 %
Income tax provision                                              (17.5)        (2.4) %    (16.5)        (2.5) %        (34.9)        (2.4) %     (20.1)        (1.5) %
Net earnings                                                        51.6   

7.0 % 38.2 5.6 % 101.5 6.9 % 44.5 3.4 % Net earnings (loss) attributable to noncontrolling interests 0.4

0.1 % 0.8 0.1 % (0.2) (0.0) % 1.0 0.1 % Net earnings attributable to Caleres, Inc.

$   51.2          6.9 %  $   37.4          5.5 %     $   101.7          6.9 %  $    43.5          3.3 %


Net Sales

Net sales increased $62.8 million, or 9.3%, to $738.3 million for the second quarter of 2022, compared to $675.5 million for the second quarter of 2021.

Net


sales for our Brand Portfolio segment increased $85.1 million, or 35.6% during
the second quarter of 2022, compared to the second quarter of 2021, led by
strong performances by our lead brands.  Net sales for our Famous Footwear
segment remained strong, but decreased $17.3 million, or 3.8%, in the second
quarter of 2022 compared to the second quarter of 2021, primarily reflecting a
lower store count and a slower start to the back-to-school season.  On a
consolidated basis, our direct-to-consumer sales represented approximately 72%
of total net sales for the second quarter of 2022.  We continued to experience
robust growth in our dress, casual and occasion-based styles during the quarter.
 While demand for our athletics footwear slowed during the quarter, it continues
to be one of our top-selling categories.  We remain focused on maximizing the
vertical opportunity between the Famous Footwear and Brand Portfolio segments,
with Dr. Scholl's, LifeStride and Blowfish Malibu representing three of Famous
Footwear's top 15 best-selling footwear brands during the quarter.

Net sales increased $159.2 million, or 12.1%, to $1,473.4 million for the six
months ended July 30, 2022, compared to $1,314.2 million for the six months
ended July 31, 2021.  Net sales for our Brand Portfolio segment increased $200.5
million, or 41.0% during the first six months of 2022, compared to the first six
months of 2021.  Our Famous Footwear segment's sales momentum continued.

However, net sales for Famous Footwear decreased $30.9 million, or 3.6%, in the first six months of 2022 compared to the first six months of 2021, primarily



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reflecting a lower store count and a slower start to the back-to-school season.

On a consolidated basis, our direct-to-consumer sales represented approximately 69% of total net sales for the six months ended July 30, 2022.

Gross Profit



Gross profit increased $14.5 million, or 4.5%, to $336.8 million for the second
quarter of 2022, compared to $322.3 million for the second quarter of 2021,
reflecting higher net sales.  As a percentage of net sales, gross profit
decreased to 45.6% for the second quarter of 2022, compared to 47.7% for the
second quarter of 2021, reflecting a higher mix of wholesale versus retail sales
combined with higher markdowns and an increase in freight costs associated with
e-commerce sales.

Gross profit increased $66.6 million, or 11.2%, to $663.8 million for the six
months ended July 30, 2022, compared to $597.2 million for the six months ended
July 31, 2021, reflecting higher net sales.  As a percentage of net sales, gross
profit decreased slightly to 45.1% for the first half of 2022, compared to 45.4%
for the first half of 2021.

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 $8.9 million, or 3.4%, to $268.4
million for the second quarter of 2022, compared to $259.5 million for the
second quarter of 2021.  The increase was driven by higher marketing expenses as
a result of our strategic investment in consumer marketing to drive deeper
connections with our consumers, and higher salary and benefits expenses,
partially offset by lower expenses associated with our cash-based incentive
compensation plans.  In 2021, our first half financial results exceeded the
targets established for our annual incentive plans, which resulted in a larger
portion of the anticipated plan payouts recorded as expense in the second
quarter of 2021.  For 2022, anticipated plan payouts are being recognized more
ratably during the year.  As a percentage of net sales, selling and
administrative expenses decreased to 36.4% for the second quarter of 2022,
from 38.4% for the second quarter of 2021, reflecting leveraging of expenses on
higher net sales.

Selling and administrative expenses increased $26.2 million, or 5.2%, to $529.2
million for the six months ended July 30, 2022, compared to $503.0 million for
the six months ended July 31, 2021.  The increase primarily reflects the factors
described above.  As a percentage of net sales, selling and administrative
expenses decreased to 36.0% for the six months ended July 30, 2022, from 38.3%
for the six months ended July 31, 2021, reflecting leveraging of expenses on
higher net sales.

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 six months
ended July 31, 2021, reflecting expenses associated with the strategic
realignment of the Naturalizer retail store operations.  There were no
corresponding charges during the six months ended July 30, 2022 or the second
quarter of 2021.  Refer to Note 5 to the condensed consolidated financial
statements for further discussion of these charges.

Operating Earnings



Operating earnings increased $5.6 million to $68.4 million for the second
quarter of 2022, compared to $62.8 million for the second quarter of 2021,
primarily reflecting higher net sales and gross profit.  As a percentage of net
sales, operating earnings were 9.3% for the second quarter of 2022, consistent
with the second quarter of 2021.

Operating earnings increased $53.9 million to $134.6 million for the six months
ended July 30, 2022, compared to $80.7 million for the six months ended July 31,
2021, primarily reflecting higher net sales and gross profit.  As a percentage
of net sales, operating earnings were 9.1% for the six months ended July 30,
2022, compared to 6.1% for the six months ended July 31, 2021.

Interest Expense, Net


Interest expense, net decreased $9.5 million, or 78.4%, to $2.5 million for the
second quarter of 2022, compared to $12.0 million for the second quarter of
2021, primarily due to the non-recurrence of the $7.1 million fair value
adjustment to the Blowfish Malibu mandatory purchase obligation in the second
quarter of 2021.  The purchase obligation was settled for $54.6 million on
November 4, 2021.  In addition, we redeemed our $200 million aggregate principal
of senior notes in the second half of 2021.  By retiring our senior notes, we
shifted our higher-rate debt to the lower-rate borrowings under our revolving
credit agreement, which reduced our interest expense by approximately $3.1
million compared to the second quarter of 2021.  These decreases were partially
offset by an increase in interest expense attributable to higher average
borrowings under our revolving credit agreement.

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Interest expense, net decreased $19.0 million, or 79.4%, to $4.8 million for the
six months ended July 30, 2022, compared to $23.8 million for the six months
ended July 31, 2021, primarily due to the non-recurrence of the $13.5 million
fair value adjustment to the Blowfish Malibu mandatory purchase obligation in
the six months ended July 31, 2021.  In addition, after retiring our senior
notes, the shift of our higher-rate debt to the lower-rate borrowings under our
revolving credit agreement reduced our interest expense by approximately $6.3
million compared to the six months ended July 31, 2021.  These decreases were
partially offset by an increase in interest expense attributable to higher
average borrowings under our revolving credit agreement.

Other Income, Net

Other income, net decreased $0.7 million, or 16.7%, to $3.2 million for the second quarter of 2022, compared to $3.9 million for the second quarter of 2021, which reflects a reduction of certain components of net periodic benefit income.


Other income, net decreased $1.1 million, or 13.6%, to $6.6 million for the six
months ended July 30, 2022, compared to $7.7 million for the six months ended
July 31, 2021, which reflects a reduction of certain components of net periodic
benefit income.  Refer to Note 13 of the condensed consolidated financial
statements for further detail regarding the components of net periodic benefit
income.

Income Tax Provision

Our effective tax rate can vary considerably from period to period, depending on
a number of factors.  Our consolidated effective tax rate was 25.3% for the
second quarter of 2022, compared to 30.3% for the second quarter of 2021.  The
higher effective tax rate for the second quarter of 2021 was driven by discrete
tax adjustments of $2.9 million, inclusive of $3.3 million of incremental
valuation allowances for our deferred tax assets, as we were in a full valuation
allowance position for federal, state and certain international jurisdictions.

Our consolidated effective tax rate was 25.5% for the six months ended July 30,
2022, compared to 31.1% for the six months ended July 31, 2021.  The higher
effective tax rate for the first half of 2021 primarily reflects the incremental
valuation allowances recorded in the second quarter, as described above, and the
non-deductibility of losses at our Canadian division, which were driven by
exit-related costs associated with our Naturalizer retail stores in the first
quarter of 2021.

Net Earnings Attributable to Caleres, Inc.



Net earnings attributable to Caleres, Inc. were $51.2 million and $101.7 million
for the second quarter and six months ended July 30, 2022, respectively,
compared to net earnings of $37.4 million and $43.5 million for the second
quarter and six months ended July 31, 2021, respectively, as a result of the
factors described above.

FAMOUS FOOTWEAR

                                                            Thirteen Weeks Ended                                  Twenty-Six Weeks Ended
                                                  July 30, 2022             July 31, 2021                July 30, 2022             July 31, 2021
                                                                % of                      % of                         % of                      % of

($ millions, except sales per square foot)                 Net Sales
         Net Sales                    Net Sales                 Net Sales
Net sales                                     $   436.4        100.0 %  $   453.6        100.0 %     $   820.9        100.0 %  $   851.8        100.0 %
Cost of goods sold                                222.8         51.1 %      226.2         49.9 %         418.1         50.9 %      444.6         52.2 %
Gross profit                                      213.6         48.9 %  $  

227.4 50.1 % 402.8 49.1 % $ 407.2 47.8 % Selling and administrative expenses

               151.1         34.6 %      141.9         31.3 %         290.6         35.4 %      273.8         32.1 %
Operating earnings                            $    62.5         14.3 %  $    85.5         18.8 %     $   112.2         13.7 %  $   133.4         15.7 %

Key Metrics

Same-store sales % change                         (3.1) %                   (1.1) %                      (3.5) %                     0.5 %
Same-store sales $ change                     $  (13.5)                 $   (3.6)                    $  (29.1)                 $     2.6
Sales change from new and closed stores,
net                                           $   (3.3)                 $   122.6                    $   (1.4)                 $   322.8
Impact of changes in Canadian exchange
rate on sales                                 $   (0.4)                 $     0.7                    $   (0.4)                 $     1.2

Sales per square foot, excluding
e-commerce (thirteen and twenty-six weeks
ended)                                        $      66                 $      67                    $     123                 $     122
Sales per square foot, excluding
e-commerce (trailing twelve months)           $     250                 $     219                    $     250                 $     219
Square footage (thousand sq. ft.)                 5,832                    

6,022                        5,832                     6,022

Stores opened                                         -                         4                            -                         8
Stores closed                                         6                         5                           13                        12
Ending stores                                       881                       912                          881                       912


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Net Sales

Net sales of $436.4 million in the second quarter of 2022 decreased
$17.3 million, or 3.8%, compared to the second quarter of 2021.  The elevated
consumer demand we experienced in 2021 and the first quarter of 2022 continued
for much of the second quarter of 2022.  However, we began to see consumer
demand, store and e-commerce traffic and conversion moderate somewhat later in
the quarter, reflecting cautious consumer sentiment due to inflation and other
economic concerns.  That trend has continued into the third quarter of 2022.
We experienced improvement in our non-athletic footwear categories, and while
demand slowed for our athletics footwear, it continues to be one of our
top-selling categories.  During the second quarter of 2022, we closed six
stores, resulting in 881 stores and total square footage of 5.8 million at the
end of the second quarter of 2022, compared to 912 stores and total square
footage of 6.0 million at the end of the second quarter of 2021.  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
77% of our net sales made to program members in the second quarter of 2022,
compared to 78% in the second quarter of 2021.

Net sales of $820.9 million in the six months ended July 30, 2022 decreased
$30.9 million, or 3.6%, compared to the six months ended July 31, 2021,
primarily due to the factors described above.  Athletics and casual continue to
be our top-selling categories.  We remain focused on maximizing the vertical
opportunity between the Famous Footwear and Brand Portfolio segments, with
LifeStride, Dr. Scholl's and Blowfish Malibu representing three of Famous
Footwear's top 15 best-selling footwear brands for the six months ended July 30,
2022.    During the first half of 2022, we closed 13 stores.

Gross Profit

Gross profit decreased $13.8 million, or 6.1%, to $213.6 million for the second quarter of 2022, compared to $227.4 million for the second quarter of 2021.

As


a percentage of net sales, our gross profit decreased to 48.9% for the second
quarter of 2022, compared to 50.1% for the second quarter of 2021.  Although the
gross profit rate for the second quarter of 2022 was slightly lower than the
comparable period of 2021, it remained strong with limited promotional activity
for much of the second quarter of 2022.

Gross profit decreased $4.4 million, or 1.1%, to $402.8 million for the six
months ended July 30, 2022, compared to $407.2 million for the six months ended
July 31, 2021, primarily due to the decrease in net sales.  As a percentage of
net sales, our gross profit increased to 49.1% for the six months ended July 30,
2022, compared to 47.8% for the six months ended July 31, 2021.  Our higher
gross profit for the first half of 2022 was primarily due to less promotional
activity.

Selling and Administrative Expenses



Selling and administrative expenses increased $9.2 million, or 6.5%, to $151.1
million for the second quarter of 2022, compared to $141.9 million for the
second quarter of 2021.  The increase was driven by higher advertising expense
primarily associated with our back-to-school marketing campaign and higher
salary and benefits expenses due in part to wage inflation.  As a percentage of
net sales, selling and administrative expenses increased to 34.6% for the second
quarter of 2022, compared to 31.3% for the second quarter of 2021.

Selling and administrative expenses increased $16.8 million, or 6.1%, to $290.6
million for the six months ended July 30, 2022, compared to $273.8 million for
the six months ended July 31, 2021.  The increase was primarily due to higher
salary and benefits expenses, higher logistics costs and higher advertising
expense associated with our strategic investment in consumer marketing.  As a
percentage of net sales, selling and administrative expenses increased to 35.4%
for the six months ended July 30, 2022, compared to 32.1% for the six months
ended July 31, 2021.

Operating Earnings

Operating earnings decreased $23.0 million to $62.5 million for the second
quarter of 2022, compared to $85.5 million for the second quarter of 2021.  As
a percentage of net sales, operating earnings were 14.3% for the second quarter
of 2022, compared to 18.8% for the second quarter of 2021.

Operating earnings decreased $21.2 million to $112.2 million for the six months
ended July 30, 2022, compared to $133.4 million for the six months ended July
31, 2021.  As a percentage of net sales, operating earnings were 13.7% for the
six months ended July 30, 2022, compared to 15.7% for the six months ended July
31, 2021.

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BRAND PORTFOLIO

                                              Thirteen Weeks Ended                              Twenty-Six Weeks Ended
                                     July 30, 2022           July 31, 2021              July 30, 2022           July 31, 2021
                                                  % of                    % of                       % of                    % of
($ millions, except sales per
square foot)                                 Net Sales               Net Sales                  Net Sales               Net Sales
Net sales                         $ 324.1        100.0 %  $ 239.0        100.0 %     $ 689.8        100.0 %  $ 489.3        100.0 %
Cost of goods sold                  200.0         61.7 %    144.1         60.3 %       426.4         61.8 %    300.4         61.4 %
Gross profit                        124.1         38.3 %     94.9        

39.7 % 263.4 38.2 % 188.9 38.6 % Selling and administrative expenses

                             94.7         29.2 %     78.3         

32.8 % 192.6 27.9 % 161.7 33.0 % Restructuring and other special charges, net

                    -            - %        -            - %           -            - %     13.5          2.8 %
Operating earnings                $  29.4          9.1 %  $  16.6

6.9 % $ 70.8 10.3 % $ 13.7 2.8 %



Key Metrics
Direct-to-consumer (% of net
sales) (1)                             30 %                    34 %                       28 %                    33 %
Change in wholesale net sales
($)                               $  80.1                 $  34.9                    $ 184.3                 $  49.7
Unfilled order position at end
of period                         $ 360.4                 $ 328.7

Same-store sales % change            23.5 %                  16.3 %                     43.8 %                  10.2 %
Same-store sales $ change         $   7.0                 $   3.4                    $  24.9                 $   4.7
Sales change from new and
closed stores, net                $ (2.1)                 $  17.0                    $ (8.8)                 $  33.5
Impact of changes in Canadian
exchange rate on retail sales     $   0.1                 $   0.1                    $   0.1                 $   0.5

Sales per square foot,
excluding e-commerce (thirteen
and twenty-six weeks ended)       $   276                 $   244                    $   545                 $   433
Sales per square foot,
excluding e-commerce (trailing
twelve months)                    $ 1,018                 $   561                    $ 1,018                 $   561
Square footage (thousands sq.
ft.)                                  108                     125                        108                     125

Stores opened                           3                       1                          4                       2
Stores closed                           1                       9                          5                      85
Ending stores                          85                      87                         85                      87

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 of $324.1 million in the second quarter of 2022 increased
$85.1 million, or 35.6%, compared to the second quarter of 2021 driven by strong
growth in our wholesale business.  The net sales increase was broad-based across
nearly all of our brands, with our Sam Edelman, Naturalizer and LifeStride
brands being the most significant contributors.  We continued to experience
robust growth in our dress, casual and occasion-based styles for many of our
brands, including Sam Edelman and LifeStride, and the sport-inspired category
also continued to resonate with our customers.  During the second quarter of
2022, we closed one store and opened three stores, resulting in a total of
85 stores and total square footage of 0.1 million at the end of the second
quarter of 2022, compared to 87 stores and total square footage of 0.1
million at the end of the second quarter of 2021.

Net sales increased $200.5 million, or 41.0%, to $689.8 million for the six
months ended July 30, 2022, compared to $489.3 million for the six months ended
July 31, 2021, reflecting strong sales growth from all of our brands, with our
Sam Edelman, Naturalizer, LifeStride, Franco Sarto and Allen Edmonds brands
being the most significant contributors.

In the first quarter of 2021, we completed the strategic realignment of our
Naturalizer retail business and permanently closed the remaining 73 Naturalizer
stores in North America that were scheduled for closure.  We have continued to
focus on growing the brand's e-commerce business through naturalizer.com, our
retail partners and their websites, and the two ongoing flagship stores in the
United States.  On a trailing twelve-month basis, sales per square foot,
excluding e-commerce sales, increased to $1,018 for the twelve months ended July
30, 2022, compared to $561 for the twelve months ended July 31, 2021.  With the
closure of nearly all of our Naturalizer retail stores, the majority of the
retail stores in our Brand Portfolio segment are for our Allen Edmonds brand,
which have higher retail price points than the Naturalizer brand.

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Our unfilled order position for our wholesale sales increased $31.7 million, or
9.6 %, to $360.4 million at July 30, 2022, compared to $328.7 million at July
31, 2021.  The increase in our backlog order levels primarily reflects higher
consumer demand compared to last year.

Gross Profit



Gross profit increased $29.2 million, or 30.8%, to $124.1 million for the second
quarter of 2022, compared to $94.9 million for the second quarter of 2021,
primarily reflecting higher net sales.  As a percentage of net sales, our gross
profit decreased to 38.3% for the second quarter of 2022, compared to 39.7% for
the second quarter of 2021, primarily reflecting a higher mix of wholesale
versus retail sales.

Gross profit increased $74.5 million, or 39.5%, to $263.4 million for the six
months ended July 30, 2022, compared to $188.9 million for the six months ended
July 31, 2021, reflecting higher net sales.  As a percentage of net sales, our
gross profit decreased slightly to 38.2% for the six months ended July 30, 2022,
compared to 38.6% for the six months ended July 31, 2021.  While we have
experienced inflationary pressures related to product costs and inbound freight
through the six months ended July 30, 2022, we have been able to successfully
offset the majority of these impacts through price increases.  We anticipate
inflationary pressures to continue throughout 2022 and will continue to focus on
mitigating the impact.

Selling and Administrative Expenses



Selling and administrative expenses increased $16.4 million, or 20.9%, to $94.7
million for the second quarter of 2022, compared to $78.3 million for the second
quarter of 2021.  The increase was primarily due to higher variable salary
expenses and wage inflation, higher marketing expenses and higher warehouse and
logistics costs.  As a percentage of net sales, selling and administrative
expenses decreased to 29.2% for the second quarter of 2022, compared to
32.8% for the second quarter of 2021, reflecting better leveraging of expenses
over a higher net sales base.

Selling and administrative expenses increased $30.9 million, or 19.2%, to $192.6
million for the six months ended July 30, 2022, compared to $161.7 million for
the six months ended July 31, 2021.  The increase was driven by higher variable
salary expenses and higher marketing expenses.  As a percentage of net sales,
selling and administrative expenses decreased to 27.9% for the six months ended
July 30, 2022, compared to 33.0% for the six months ended July 31, 2021,
reflecting better leveraging of expenses over a higher net sales base.

Restructuring and Other Special Charges, Net


We incurred restructuring and other special charges of $13.5 million during the
six months ended July 31, 2021 for expenses associated with the strategic
realignment of our Naturalizer retail store operations.  These costs primarily
represented lease termination and other store closure costs, including employee
severance, for the 73 stores that were closed during the first quarter of 2021.

Refer to Note 5 to the condensed consolidated financial statements for additional information related to these charges. There were no corresponding charges during the second quarter of 2021 or the six months ended July 30, 2022.

Operating Earnings



Operating earnings increased to $29.4 million for the second quarter of 2022,
compared to $16.6 million for the second quarter of 2021, as a result of the
factors described above.  As a percentage of net sales, operating earnings were
9.1% for the second quarter of 2022, compared to 6.9% in the second quarter of
2021.

Operating earnings increased to $70.8 million for the six months ended July 30,
2022, compared to $13.7 million for the six months ended July 31, 2021, as a
result of the factors described above.  As a percentage of net sales, operating
earnings were 10.3% for the six months ended July 30, 2022, compared to 2.8% in
the six months ended July 31, 2021.

ELIMINATIONS AND OTHER



                                              Thirteen Weeks Ended                                   Twenty-Six Weeks Ended
                                   July 30, 2022                July 31, 2021               July 30, 2022              July 31, 2021
                                                % of                         % of                        % of                       % of
($ millions)                               Net Sales                    Net Sales                   Net Sales                  Net Sales
Net sales                      $ (22.1)        100.0 %      $ (17.1)        100.0 %     $ (37.2)        100.0 %    $ (26.9)        100.0 %
Cost of goods sold               (21.2)         95.8 %        (17.1)        100.0 %       (34.7)         93.4 %      (28.0)        103.9 %
Gross profit                      (0.9)          4.2 %             -            - %        (2.5)          6.6 %         1.1        (3.9) %
Selling and administrative
expenses                           22.6      (102.0) %          39.3      (229.2) %         45.8      (123.2) %        67.5      (250.9) %
Operating loss                 $ (23.5)        106.2 %      $ (39.3)        229.2 %     $ (48.3)        129.8 %    $ (66.4)        247.0 %


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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 $22.1 million for the second quarter of 2022 is $5.0 million, or 29.0%, higher than the second quarter of 2021. The net sales elimination of $37.2 million for the six months ended July 30, 2022 is $10.3 million, or 38.4%, higher than the six months ended July 31, 2021.

The


increases for both periods reflect an increase in product sold from our Brand
Portfolio segment to Famous Footwear, as we continue to focus on maximizing the
vertical opportunity between our segments.

Selling and administrative expenses decreased $16.7 million, to $22.6 million in
the second quarter of 2022, compared to $39.3 million for the second quarter of
2021.  The decrease primarily reflects lower expenses for our cash-based
incentive compensation plans and certain other employee benefits.   In 2021, our
first half financial results exceeded the targets established for our annual
incentive plans, which resulted in a larger portion of the anticipated plan
payouts recorded as expense in the second quarter of 2021.  For 2022,
anticipated incentive plan payouts are being recognized more ratably during the
year.

Selling and administrative expenses decreased $21.6 million, to $45.8 million
for the six months ended July 30, 2022, compared to $67.5 million for the six
months ended July 31, 2021.  The decrease primarily reflects lower expenses for
our cash-based incentive compensation plans and certain other employee benefits
and lower expenses associated with our cash-based director compensation plans
reflecting lower growth in our stock price during the six months ended July 30,
2022 compared to the six months ended July 31, 2021.

LIQUIDITY AND CAPITAL RESOURCES

Borrowings



($ millions)                                     July 30, 2022      July 

31, 2021 (1) January 29, 2022 Borrowings under revolving credit agreement $ 348.5 $ 100.0 $

            290.0
Current portion of long-term debt                            -             

 99.5                      -
Long-term debt                                               -               99.5                      -
Total debt                                     $         348.5    $         299.0     $            290.0

As presented here, total debt as of July 31, 2021 excludes the Blowfish

Malibu mandatory purchase obligation, which was valued at $52.6 million. The (1) mandatory purchase obligation of $54.6 million was paid on November 4, 2021,

as further discussed in Note 14 to the condensed consolidated financial

statements.




Total debt obligations of $348.5 million at July 30, 2022 increased $49.5
million, from $299.0 million at July 31, 2021, and increased $58.5 million,
from $290.0 million at January 29, 2022.  The increase in total debt from July
31, 2021 and January 29, 2022 is due primarily to higher inventory purchases
during the quarter to prepare for our back-to-school selling season, as well as
$41.7 million of repurchases of our common stock.  In August 2021, we redeemed
$100.0 million aggregate principal amount of our senior notes and on January 3,
2022, we redeemed the remaining $100.0 million of senior notes.  We shifted this
higher interest rate debt to borrowings under the revolving credit facility,
which has resulted in significant interest expense savings for the Company.
 While this reduction in interest expense is expected to continue, the interest
on our revolving credit facility is based on a variable interest rate, which may
result in higher interest expense in a rising interest rate environment.  Net
interest expense for the second quarter of 2022 decreased $9.5 million to
$2.5 million, compared to $12.0 million for the second quarter of 2021.  The
decrease is primarily attributable to the non-recurrence of the $7.1 million
fair value adjustment to the Blowfish Malibu mandatory purchase obligation
recorded in the second quarter of 2021.  The Blowfish Malibu mandatory purchase
obligation of $54.6 million was paid on November 4, 2021, as further discussed
in Note 5 and Note 14 to the condensed consolidated financial statements.  In
addition, as discussed above, the redemption of all outstanding senior notes in
2021 also contributed to the decrease in interest expense in the second quarter
of 2022.  These decreases were partially offset by higher average borrowings
under our revolving credit agreement.

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, extended the maturity date of the credit
facility from January 18, 2024, to October 5, 2026 and decreased the amount
available under the revolving credit facility by $100.0 million to an aggregate
amount of up to $500.0 million, subject to borrowing base restrictions, and may
be increased by up to $250.0 million.  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

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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 July 30, 2022, we
had $348.5 million in borrowings and $10.8 million in letters of credit
outstanding under the Credit Agreement.  Total borrowing availability was $140.7
million at July 30, 2022.  We were in compliance with all covenants and
restrictions under the Credit Agreement as of July 30, 2022.

Senior Notes



On July 27, 2015, we issued $200.0 million aggregate principal amount of senior
notes due in 2023 (the "Senior Notes").  The Senior Notes were guaranteed on a
senior unsecured basis by each of the subsidiaries of Caleres, Inc. that is an
obligor under the Credit Agreement, and bore interest of 6.25%, which was
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%.  In addition, on January
3, 2022, we redeemed the remaining $100.0 million of Senior Notes at 100.0%.

Refer to further discussion regarding the Senior Notes in Note 10 to the condensed consolidated financial statements.

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