OVERVIEW


We delivered another period of strong financial and operational results for the
third quarter, with record quarterly net sales and solid earnings.  Our results
underscore the strength and versatility of our portfolio of brands, highlight
the significant progress we've made on our enterprise-wide strategic initiatives
and demonstrate the portfolio's enhanced resilience during periods of
macroeconomic uncertainty. We are particularly pleased with the performance of
our Brand Portfolio segment, which utilized our diverse portfolio of brands to
meet the robust consumer demand and deliver year-over-year improvement in nearly
all key financial metrics.  During the third quarter of 2022, we also continued
to execute on our capital return program and returned $24.1 million to
shareholders through dividends and share repurchases.

Financial Highlights

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

Consolidated net sales increased $14.1 million, or 1.8%, to $798.3 million in

the third quarter of 2022, compared to $784.2 million in the third quarter of

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

? sales of $482.0 million. Net sales of our Brand Portfolio segment increased

$22.7 million, or 7.6%, compared to the third quarter of 2021. On a

consolidated basis, our direct-to-consumer sales represented approximately 74%

of consolidated net sales for the third quarter of 2022, compared to 73% in the

third quarter of 2021.

Consolidated gross profit increased $4.5 million, or 1.3%, to $339.9 million in

? the third quarter of 2022, compared to $335.4 million in the third quarter of

2021. Our gross profit margin decreased slightly to 42.6% in the third quarter

of 2022, compared to 42.8% in the third quarter of 2021.

Consolidated operating earnings decreased $27.5 million to $53.8 million in the

? third quarter of 2022, compared to $81.3 million in the third quarter of 2021.

Consolidated net earnings attributable to Caleres, Inc. were $39.2 million, or

? $1.08 per diluted share, in the third quarter of 2022, compared to $59.6

million, or $1.54 per diluted share, in the third quarter of 2021.

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

Organizational changes - During the third quarter of 2022, we incurred costs of

$2.9 million ($2.7 million on an after-tax basis, or $0.07 per diluted share)

? related to a CFO transition at our corporate headquarters, with no

corresponding costs for the third quarter of 2021. Refer to Note 5 to the

condensed consolidated financial statements for further discussion of these

charges.

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 third quarter of 2021, we recorded a fair value

adjustment of $1.9 million ($1.4 million on an after-tax basis, or $0.04 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 third quarter of 2022. The purchase obligation

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

Known Trends Impacting Our Business



Inflationary pressures, including higher product costs, higher parcel freight
costs, wage inflation and the rising interest rate environment, continued to
impact our financial results during the third quarter of 2022.  The price
increases we began implementing in the second half of 2021 have mitigated the
majority of the inflationary pressures related to product costs.  Macroeconomic
factors, such as inflationary pressures and volatility in interest rates, also
impact a number of accounting estimates, including impairment calculations, the
value of inventory measured using the LIFO method, and other estimates that
utilize fair value.  These macroeconomic factors could result in incremental
volatility in certain valuations and provisions required in the Company's
financial statements.  In addition, ongoing general inflation and macroeconomic
challenges continue to impact consumer sentiment and may result in lower
consumer spending and a more promotional environment in the fourth quarter

of
2022 and beyond.

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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 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



We are sharply focused on the rapidly evolving market landscape and recognize
that the uncertainty about the macro environment and the mounting threat of
recessionary pressures could begin to dampen consumer spending habits.  We have
experienced a slower start to our holiday season sales trends, which may
continue through the remainder of the fourth quarter of 2022.  However, we
believe our core competencies in brand building, product creation, marketing and
logistics will enable us to navigate the challenging market environment.  In
addition, we believe we are well-positioned to capitalize on opportunities
across a broad spectrum of consumer segments by leveraging our diverse portfolio
of brands.  In addition to maintaining our quarterly dividend, we plan to
prioritize using available cash to reduce our revolver borrowings and increase
overall liquidity.

Following are the consolidated results and the results by segment:



CONSOLIDATED RESULTS

                                                                             Thirteen Weeks Ended                                Thirty-Nine Weeks Ended
                                                                  October 29, 2022         October 30, 2021             October 29, 2022          October 30, 2021
                                                                                 % of                     % of                         % of                      % of
($ millions)                                                                Net Sales                Net Sales                    Net Sales                 Net Sales
Net sales                                                       $  798.3        100.0 %  $  784.2        100.0 %     $ 2,271.7        100.0 %  $ 2,098.3        100.0 %
Cost of goods sold                                                 458.4         57.4 %     448.8         57.2 %       1,268.0         55.8 %    1,165.8         55.6 %
Gross profit                                                       339.9   

42.6 % 335.4 42.8 % 1,003.7 44.2 % 932.5 44.4 % Selling and administrative expenses

                                283.2    

35.5 % 254.1 32.4 % 812.3 35.8 % 757.0 36.1 % Restructuring and other special charges, net

                         2.9          0.4 %         -            - %           2.9          0.1 %       13.5          0.6 %
Operating earnings                                                  53.8          6.7 %      81.3         10.4 %         188.5          8.3 %      162.0          7.7 %
Interest expense, net                                              (4.0)   

(0.5) % (5.1) (0.7) % (8.9) (0.4) % (28.8) (1.4) % Loss on early extinguishment of debt

                                   -            - %     (0.6)        (0.1) %             -            - %      (0.6)        (0.0) %
Other income, net                                                    3.0          0.4 %       3.8          0.5 %           9.6          0.4 %       11.5          0.6 %

Earnings before income taxes                                        52.8   

      6.6 %      79.4         10.1 %         189.2          8.3 %      144.1          6.9 %
Income tax provision                                              (13.8)        (1.7) %    (19.7)        (2.5) %        (48.7)        (2.1) %     (39.9)        (1.9) %
Net earnings                                                        39.0   

4.9 % 59.7 7.6 % 140.5 6.2 % 104.2 5.0 % Net (loss) earnings attributable to noncontrolling interests (0.2)

(0.0) % 0.1 0.0 % (0.4) (0.0) % 1.0 0.1 % Net earnings attributable to Caleres, Inc.

$   39.2          4.9 %  $   59.6          7.6 %     $   140.9          6.2 %  $   103.2          4.9 %


Net Sales

Net sales increased $14.1 million, or 1.8%, to $798.3 million for the third
quarter of 2022, compared to $784.2 million for the third quarter of 2021.  Net
sales for our Brand Portfolio segment increased $22.7 million, or 7.6% during
the third quarter of 2022, compared to the third quarter of 2021, led by strong
performances by our Naturalizer, Sam Edelman, Franco Sarto and LifeStride
brands.  Net sales for our Famous Footwear segment remained strong, but
decreased $12.7 million, or 2.6%, in the third quarter of 2022 compared to

the
record-setting third

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quarter of 2021, with same-store sales down 0.8%.  On a consolidated basis, our
direct-to-consumer sales represented approximately 74% of total net sales for
the third quarter of 2022.  We remain focused on maximizing the vertical
opportunity between the Famous Footwear and Brand Portfolio segments, with
LifeStride and Dr. Scholl's representing two of Famous Footwear's top 15
best-selling footwear brands during the quarter.

Net sales increased $173.4 million, or 8.3%, to $2,271.7 million for the nine
months ended October 29, 2022, compared to $2,098.3 million for the nine months
ended October 30, 2021.  Net sales for our Brand Portfolio segment increased
$223.2 million, or 28.3% during the first nine months of 2022, compared to the
first nine months of 2021, driven by strong sales growth from nearly all of our
brands.  Our Famous Footwear segment's sales momentum continued.  However, net
sales for Famous Footwear decreased $43.6 million, or 3.2%, in the first nine
months of 2022 compared to the exceptionally strong first nine months of 2021,
with same stores sales decreasing 2.5%.  On a consolidated basis, our
direct-to-consumer sales represented approximately 71% of total net sales for
the nine months ended October 29, 2022.

Gross Profit



Gross profit increased $4.5 million, or 1.3%, to $339.9 million for the third
quarter of 2022, compared to $335.4 million for the third quarter of 2021,
reflecting higher net sales.  As a percentage of net sales, gross profit
decreased slightly to 42.6% for the third quarter of 2022, compared to 42.8% for
the third quarter of 2021, reflecting a decrease in the gross profit margin of
our Famous Footwear segment, an increase in the gross profit margin of our Brand
Portfolio segment and a higher mix of retail compared to wholesale sales.  The
decline in the Famous Footwear segment's gross profit margin was driven by more
normalized pricing and an increase in promotional activity.  The improvement in
the gross profit margin of our Brand Portfolio segment reflects higher average
wholesale prices, growth in higher margin sales from the direct-to-consumer
channel and a favorable brand mix.

Gross profit increased $71.2 million, or 7.6%, to $1,003.7 million for the nine
months ended October 29, 2022, compared to $932.5 million for the nine months
ended October 30, 2021, reflecting higher net sales.  As a percentage of net
sales, gross profit decreased slightly to 44.2% for the nine months ended
October 29, 2022, compared to 44.4% for the nine months ended October 30, 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 $29.1 million, or 11.4%, to $283.2
million for the third quarter of 2022, compared to $254.1 million for the third
quarter of 2021.  The increase was driven by higher salary and benefits
expenses, higher expenses associated with our cash-based incentive compensation
plans and higher retail facilities costs.  As a percentage of net sales, selling
and administrative expenses increased to 35.5% for the third quarter of 2022,
from 32.4% for the third quarter of 2021, reflecting leveraging of expenses on
higher net sales.

Selling and administrative expenses increased $55.3 million, or 7.3%, to $812.3
million for the nine months ended October 29, 2022, compared to $757.0 million
for the nine months ended October 30, 2021.  The increase primarily reflects
higher salary and benefits expenses and higher marketing expenses.  As
a percentage of net sales, selling and administrative expenses decreased to
35.8% for the nine months ended October 29, 2022, from 36.1% for the nine months
ended October 30, 2021, reflecting leveraging of expenses on higher net sales.

Restructuring and Other Special Charges, Net



We incurred restructuring and other special charges of $2.9 million ($2.7
million on an after-tax basis, or $0.07 per diluted share) during the third
quarter and nine months ended October 29, 2022, related to a CFO transition at
our corporate headquarters. 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 strategic realignment of the Naturalizer retail store
operations. Refer to Note 5 to the condensed consolidated financial statements
for further discussion of these charges.

Operating Earnings



Operating earnings decreased $27.5 million to $53.8 million for the third
quarter of 2022, compared to $81.3 million for the third quarter of 2021,
primarily reflecting higher selling and administrative expenses and
restructuring and other special charges, as described above.  As a percentage of
net sales, operating earnings were 6.7% for the third quarter of 2022, compared
to 10.4% for the third quarter of 2021.

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Operating earnings increased $26.5 million to $188.5 million for the nine months
ended October 29, 2022, compared to $162.0 million for the nine months ended
October 30, 2021, primarily reflecting higher net sales and gross profit.  As
a percentage of net sales, operating earnings were 8.3% for the nine months
ended October 29, 2022, compared to 7.7% for the nine months ended October

30,
2021.

Interest Expense, Net

Interest expense, net decreased $1.1 million, or 21.0%, to $4.0 million for the
third quarter of 2022, compared to $5.1 million for the third quarter of 2021,
primarily due to the non-recurrence of the $1.9 million fair value adjustment to
the Blowfish Malibu mandatory purchase obligation recorded in the third quarter
of 2021, partially offset by higher interest expense on the revolving credit
facility.  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 debt
to our revolving credit agreement, which reduced our interest expense by
approximately $1.8 million compared to the third quarter of 2021.  These
decreases were partially offset by an increase in interest expense under our
revolving credit agreement attributable to higher average borrowings and higher
interest rates.  While the reduction in our total interest expense is expected
to continue, the interest on our revolving credit facility is based on a
variable interest rate.  Therefore, our interest expense will continue to be
adversely affected by rising interest rates.

Interest expense, net decreased $19.9 million, or 69.1%, to $8.9 million for the
nine months ended October 29, 2022, compared to $28.8 million for the nine
months ended October 30, 2021, primarily due to the non-recurrence of the $15.4
million fair value adjustment to the Blowfish Malibu mandatory purchase
obligation in the nine months ended October 30, 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 $8.1 million compared to the nine months ended October 30, 2021.
 These decreases were partially offset by an increase in interest expense our
revolving credit agreement attributable to higher average borrowings and higher
interest rates.

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 its maturity and the amendment of our revolving credit
facility.  Refer to Note 10 to the condensed consolidated financial statements
for further discussion.  There were no corresponding charges for the nine months
ended October 29, 2022.

Other Income, Net

Other income, net decreased $0.8 million, or 22.0%, to $3.0 million for the
third quarter of 2022, compared to $3.8 million for the third quarter of 2021,
which reflects a reduction of certain components of net periodic benefit income
associated with our pension plans.

Other income, net decreased $1.9 million, or 16.4%, to $9.6 million for the nine
months ended October 29, 2022, compared to $11.5 million for the nine months
ended October 30, 2021, primarily attributable to certain components of net
periodic benefit income associated with our pension plans, including interest
cost, amortization of actuarial loss and settlement cost.  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 26.2% for the
third quarter of 2022, compared to 24.9% for the third quarter of 2021.  The
higher effective tax rate for the third quarter of 2022 was driven by an
increase in permanent adjustments, primarily due to the non-deductible portion
of executive compensation.

Our consolidated effective tax rate was 25.7% for the nine months ended October
29, 2022, compared to 27.7% for the nine months ended October 30, 2021.  The
higher effective tax rate for the nine months ended October 30, 2021 primarily
reflects the incremental valuation allowances for our deferred tax assets for
certain jurisdictions, as well as 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 $39.2 million and $140.9 million
for the three and nine months ended October 29, 2022, respectively, compared to
net earnings of $59.6 million and $103.2 million for the three and nine months
ended October 30, 2021, respectively, as a result of the factors described

above.

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FAMOUS FOOTWEAR

                                                            Thirteen Weeks Ended                                 Thirty-Nine Weeks Ended
                                                 October 29, 2022          October 30, 2021             October 29, 2022          October 30, 2021
                                                                % of                      % of                         % of                      % of

($ millions, except sales per square foot)                 Net Sales
         Net Sales                    Net Sales                 Net Sales
Net sales                                     $   482.0        100.0 %  $   494.7        100.0 %     $ 1,302.8        100.0 %  $ 1,346.4        100.0 %
Cost of goods sold                                266.4         55.3 %      259.2         52.4 %         684.4         52.5 %      703.7         52.3 %
Gross profit                                      215.6         44.7 %  $  

235.5 47.6 % 618.4 47.5 % $ 642.7 47.7 % Selling and administrative expenses

               156.3         32.4 %      148.1         29.9 %         446.9         34.3 %      422.0         31.3 %
Operating earnings                            $    59.3         12.3 %  $    87.4         17.7 %     $   171.5         13.2 %  $   220.7         16.4 %

Key Metrics

Same-store sales % change                         (0.8) %                    26.5 %                      (2.5) %                    11.5 %
Same-store sales $ change                     $   (3.7)                 $   100.1                    $  (32.8)                 $   102.7
Sales change from new and closed stores,
net                                           $   (8.5)                 $     2.3                    $   (9.9)                 $   325.1
Impact of changes in Canadian exchange
rate on sales                                 $   (0.5)                 $     0.6                    $   (0.9)                 $     1.7

Sales per square foot, excluding
e-commerce (thirteen and thirty-nine weeks
ended)                                        $      72                 $      72                    $     194                 $     194
Sales per square foot, excluding
e-commerce (trailing twelve months)           $     250                 $     238                    $     250                 $     238
Square footage (thousand sq. ft.)                 5,787                    

5,977                        5,787                     5,977

Stores opened                                         4                         1                            4                         9
Stores closed                                         9                         8                           22                        20
Ending stores                                       876                       905                          876                       905


Net Sales

Net sales of $482.0 million in the third quarter of 2022 decreased $12.7 million, or 2.6%, compared to the record setting third quarter of 2021.

Despite the decrease in net sales, we continued to perform at a high level during the third quarter of 2022, led by a solid back-to-school season.


 Although the back-to-school season started slowly in the second quarter, we
experienced strong consumer demand in August and September, especially in
children's footwear. 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.  Our sales decline was more pronounced in
the northern United States due in part to unseasonably warm weather.  Same-store
sales decreased 0.8% compared to the third quarter of 2021.  During the third
quarter of 2022, we opened four stores and closed nine stores, resulting in 876
stores and total square footage of 5.8 million at the end of the third quarter
of 2022, compared to 905 stores and total square footage of 6.0 million at the
end of the third 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 third quarter of 2022, compared to 78% in the third quarter of
2021.

Net sales of $1,302.8 million in the nine months ended October 29, 2022
decreased $43.6 million, or 3.2%, compared to the nine months ended October 30,
2021, as our same-store sales declined 2.5%.  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 and Dr. Scholl's representing two of Famous Footwear's top 15
best-selling footwear brands for the nine months ended October 29, 2022.

Gross Profit



Gross profit decreased $19.9 million, or 8.4%, to $215.6 million for the third
quarter of 2022, compared to $235.5 million for the third quarter of 2021.  As
a percentage of net sales, our gross profit decreased to 44.7% for the third
quarter of 2022, compared to 47.6% for the third quarter of 2021, reflecting
more normalized retail pricing and an increase in promotional activity compared
to the third quarter of 2021,  when inventories were low due to supply chain
constraints.  Our gross profit margin continues to exceed pre-pandemic levels.

Gross profit decreased $24.3 million, or 3.8%, to $618.4 million for the nine
months ended October 29, 2022, compared to $642.7 million for the nine months
ended October 30, 2021, primarily due to the decrease in net sales.  As
a percentage of net sales, our gross profit decreased slightly to 47.5% for the
nine months ended October 29, 2022, compared to 47.7% for the nine months ended
October 30, 2021.

Selling and Administrative Expenses



Selling and administrative expenses increased $8.2 million, or 5.6%, to $156.3
million for the third quarter of 2022, compared to $148.1 million for the third
quarter of 2021.  The increase was driven by higher salary and benefits expenses
due in part to wage inflation and higher

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facilities costs. As a percentage of net sales, selling and administrative expenses increased to 32.4% for the third quarter of 2022, compared to 29.9% for the third quarter of 2021.



Selling and administrative expenses increased $24.9 million, or 5.9%, to $446.9
million for the nine months ended October 29, 2022, compared to $422.0 million
for the nine months ended October 30, 2021.  The increase was primarily due to
higher salary and benefits expenses, higher logistics and facilities costs and
higher advertising expense.  As a percentage of net sales, selling and
administrative expenses increased to 34.3% for the nine months ended October 29,
2022, compared to 31.3% for the nine months ended October 30, 2021.

Operating Earnings



Operating earnings decreased $28.1 million to $59.3 million for the third
quarter of 2022, compared to $87.4 million for the third quarter of 2021,
reflecting both lower sales and gross margins and higher operating expenses, as
described above.  As a percentage of net sales, operating earnings were
12.3% for the third quarter of 2022, compared to 17.7% for the third quarter of
2021.

Operating earnings decreased $49.2 million to $171.5 million for the nine months
ended October 29, 2022, compared to $220.7 million for the nine months ended
October 30, 2021, primarily reflecting lower sales and higher operating
expenses, as described above.  As a percentage of net sales, operating earnings
were 13.2% for the nine months ended October 29, 2022, compared to 16.4% for the
nine months ended October 30, 2021.

BRAND PORTFOLIO

                                                 Thirteen Weeks Ended                                Thirty-Nine Weeks Ended
                                      October 29, 2022         October 30, 2021             October 29, 2022         October 30, 2021
                                                     % of                     % of                         % of                     % of
($ millions, except sales per
square foot)                                    Net Sales                Net Sales                    Net Sales                Net Sales
Net sales                           $  323.2        100.0 %  $  300.5        100.0 %     $ 1,013.0        100.0 %  $  789.8        100.0 %
Cost of goods sold                     200.8         62.1 %     201.6         67.1 %         627.2         61.9 %     502.0         63.6 %
Gross profit                           122.4         37.9 %      98.9         32.9 %         385.8         38.1 %     287.8         36.4 %
Selling and administrative
expenses                               100.1         31.0 %      87.5         29.1 %         292.7         28.9 %     249.2         31.5 %
Restructuring and other special
charges, net                               -            - %         -            - %             -            - %      13.5          1.7 %
Operating earnings                  $   22.3          6.9 %  $   11.4          3.8 %     $    93.1          9.2 %  $   25.1          3.2 %

Key Metrics
Direct-to-consumer (% of net
sales) (1)                                34 %                     28 %                         30 %                     31 %
Change in wholesale net sales
($)                                 $   13.0                 $   16.5                    $   197.2                 $   66.2
Unfilled order position at end
of period                           $  286.8                 $  380.7

Same-store sales % change               26.0 %                   45.8 %                       36.4 %                   24.3 %
Same-store sales $ change           $   10.6                 $   13.8                    $    35.4                 $   18.6
Sales change from new and closed
stores, net                         $  (1.1)                 $    2.5                    $   (9.7)                 $   36.0
Impact of changes in Canadian
exchange rate on retail sales       $    0.2                 $    0.1                    $     0.3                 $    0.6

Sales per square foot, excluding
e-commerce (thirteen and
thirty-nine weeks ended)            $    265                 $    236                    $     810                 $    669
Sales per square foot, excluding
e-commerce (trailing twelve
months)                             $  1,047                 $    756                    $   1,047                 $    756
Square footage (thousands sq.
ft.)                                     104                      124                          104                      124

Stores opened                              7                        4                           11                        6
Stores closed                              3                        1                            8                       86
Ending stores                             89                       90                           89                       90

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 $323.2 million in the third quarter of 2022 increased
$22.7 million, or 7.6%, compared to the third quarter of 2021, reflecting strong
consumer demand for many of our brands.  The net sales increase was broad-based
across nearly all of our brands, with our Naturalizer, Sam Edelman, Franco Sarto
and LifeStride brands being the most significant contributors.  In addition to
sales increases in our wholesale business, our digital business also experienced
significant growth during the quarter.  The lead times required on inventory
purchases have significantly improved compared to 2021, which has enabled
earlier inventory receipts and a more efficient flow of product to our
customers.

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During the third quarter of 2022, we opened seven stores and closed three stores, resulting in a total of 89 stores and total square footage of 0.1 million at the end of the third quarter of 2022, compared to 90 stores and total square footage of 0.1 million at the end of the third quarter of 2021.



Net sales increased $223.2 million, or 28.3%, to $1,013.0 million for the nine
months ended October 29, 2022, compared to $789.8 million for the nine months
ended October 30, 2021, reflecting strong sales growth from nearly all of our
brands, with our Sam Edelman, Naturalizer, LifeStride, Franco Sarto and Allen
Edmonds brands being the most significant contributors.  During 2022, we have
experienced a shift in consumer preference from sport and casual products to the
fashion and lifestyle categories.

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, as
well as our retail partners and their websites.  On a trailing twelve-month
basis, sales per square foot, excluding e-commerce sales, increased to $1,047
for the twelve months ended October 29, 2022, compared to $756 for the twelve
months ended October 30, 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.

Our unfilled order position for our wholesale sales decreased $93.9 million, or
24.7%, to $286.8 million at October 29, 2022, compared to $380.7 million at
October 30, 2021.  The decrease in our backlog order levels compared to last
year primarily reflects more conservative buying by our wholesale customers as
they manage their inventory levels in response to consumer sentiment.

Gross Profit



Gross profit increased $23.5 million, or 23.7%, to $122.4 million for the third
quarter of 2022, compared to $98.9 million for the third quarter of 2021,
primarily reflecting higher net sales and a higher gross margin rate.  As
a percentage of net sales, our gross profit increased to 37.9% for the third
quarter of 2022, compared to 32.9% for the third quarter of 2021, primarily
reflecting higher average wholesale prices, growth in higher margin sales from
the direct-to-consumer channel and a favorable brand mix, partially offset by a
higher provision for inventory markdowns.

Gross profit increased $98.0 million, or 34.1%, to $385.8 million for the nine
months ended October 29, 2022, compared to $287.8 million for the nine months
ended October 30, 2021, reflecting higher net sales.  As a percentage of net
sales, our gross profit increased to 38.1% for the nine months ended October 29,
2022, compared to 36.4% for the nine months ended October 30, 2021.  While we
have experienced inflationary pressures related to product costs and inbound
freight through the nine months ended October 29, 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 $12.6 million, or 14.3%, to $100.1
million for the third quarter of 2022, compared to $87.5 million for the third
quarter of 2021.  The increase was primarily due to higher variable salary
expenses and wage inflation, higher marketing expenses and higher facilities
costs.  As a percentage of net sales, selling and administrative expenses
increased to 31.0% for the third quarter of 2022, compared to 29.1% for the
third quarter of 2021.

Selling and administrative expenses increased $43.5 million, or 17.5%, to $292.7
million for the nine months ended October 29, 2022, compared to $249.2 million
for the nine months ended October 30, 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 28.9% for the nine
months ended October 29, 2022, compared to 31.5% for the nine months ended
October 30, 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
nine months ended October 30, 2021 for expenses associated with the strategic
realignment of our Naturalizer retail store 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 or nine
months ended October 29, 2022.

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Operating Earnings

Operating earnings increased to $22.3 million for the third quarter of 2022,
from $11.4 million for the third quarter of 2021, as a result of the factors
described above.  As a percentage of net sales, operating earnings were 6.9% for
the third quarter of 2022, compared to 3.8% in the third quarter of 2021.

Operating earnings increased to $93.1 million for the nine months ended October
29, 2022, from $25.1 million for the nine months ended October 30, 2021, as a
result of the factors described above.  As a percentage of net sales, operating
earnings were 9.2% for the nine months ended October 29, 2022, compared to
3.2% in the nine months ended October 30, 2021.

ELIMINATIONS AND OTHER



                                               Thirteen Weeks Ended                                  Thirty-Nine Weeks Ended
                                  October 29, 2022             October 30, 2021            October 29, 2022           October 30, 2021
                                                 % of                         % of                        % of                       % of
($ millions)                                Net Sales                    Net Sales                   Net Sales                  Net Sales
Net sales                       $  (6.9)        100.0 %      $ (11.0)        100.0 %     $ (44.2)        100.0 %    $ (37.9)        100.0 %
Cost of goods sold                 (8.8)        127.6 %        (12.0)        108.8 %       (43.6)         98.7 %      (39.9)        105.3 %
Gross profit                         1.9       (27.6) %           1.0        (8.8) %        (0.6)          1.3 %         2.0        (5.3) %
Selling and administrative
expenses                            26.7      (385.4) %          18.4      (167.1) %         72.6      (164.3) %        85.9      (226.5) %
Restructuring and other
special charges, net                 2.9       (42.0) %             -            - %          2.9        (6.6) %           -            - %
Operating loss                  $ (27.7)        399.8 %      $ (17.4)        158.3 %     $ (76.1)        172.2 %    $ (83.9)        221.2 %


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 $6.9 million for the third quarter of 2022 is $4.1
million, or 37.1%, lower than the third quarter of 2021 reflecting a decrease in
product sold from our Brand Portfolio segment to Famous Footwear.  The net sales
elimination of $44.2 million for the nine months ended October 29, 2022 is $6.3
million, or 16.5%, higher than the nine months ended October 30, 2022 reflecting
an increase in product sold from our Brand Portfolio segment to Famous Footwear.


Selling and administrative expenses increased $8.3 million, to $26.7 million in
the third quarter of 2022, compared to $18.4 million for the third quarter of
2021.  The increase primarily reflects higher expenses for our cash-based
incentive compensation plans.  In 2021, our financial results exceeded the
targets established for our annual incentive plans earlier in the year, which
resulted in a larger portion of the anticipated plan payouts recorded as expense
in the first half of 2021 rather than in the third quarter.  For 2022,
anticipated incentive plan payouts are being recognized more ratably during the
year.

Selling and administrative expenses decreased $13.3 million, to $72.6 million
for the nine months ended October 29, 2022, compared to $85.9 million for the
nine months ended October 30, 2021.  The decrease primarily reflects lower
expenses for our cash-based incentive compensation plans reflecting the shift in
timing of the achievement of our financial performance targets, as described
above, as well as lower expenses associated with certain other employee
benefits.

Restructuring and other special charges of $2.9 million for the three and nine
months ended October 29, 2022 were associated with a CFO transition at our
corporate headquarters.  Refer to Note 5 to the condensed consolidated financial
statements for additional information related to these charges.  There were no
corresponding charges for the nine months ended October 30, 2021.

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LIQUIDITY AND CAPITAL RESOURCES

Borrowings



($ millions)                                     October 29, 2022      October 30, 2021 (1)   January 29, 2022
Borrowings under revolving credit agreement    $            364.5    $            175.0     $            290.0
Current portion of long-term debt                               -          

       99.6                      -
Total debt                                     $            364.5    $            274.6     $            290.0

As presented here, total debt as of October 30, 2021 excludes the Blowfish

Malibu mandatory purchase obligation, which was valued at $54.6 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 $364.5 million at October 29, 2022 increased $89.9
million, from $274.6 million at October 30, 2021, and increased $74.5 million,
from $290.0 million at January 29, 2022.  The increase in total debt from
October 30, 2021 and January 29, 2022 is due primarily to $63.2 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 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 has resulted in higher
interest expense in the current rising interest rate environment.  Our interest
expense will continue to be adversely affected by rising interest rates.  Net
interest expense for the third quarter of 2022 decreased $1.1 million to
$4.0 million, compared to $5.1 million for the third quarter of 2021.  The
decrease is primarily attributable to the non-recurrence of the $1.9 million
fair value adjustment to the Blowfish Malibu mandatory purchase obligation
recorded in the third 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 third 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 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 29, 2022, we had $364.5 million in
borrowings and $10.1 million in letters of credit outstanding under the Credit
Agreement.  Total borrowing availability was $125.4 million at October 29, 2022.

We were in compliance with all covenants and restrictions under the Credit Agreement as of October 29, 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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