10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 28, 2012

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to             

Commission File Number: 1-14770

COLLECTIVE BRANDS, INC.

(Exact name of registrant as specified in its charter)

Delaware	43-1813160
State or other jurisdiction of incorporation of organization	(I.R.S. Employer Identification No.)
3231 Southeast Sixth Avenue, Topeka, Kansas	66607-2207
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (785) 233-5171

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  x    NO  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨    NO  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, $.01 par value

61,319,706 shares as of May 25, 2012

COLLECTIVE BRANDS, INC.

FORM 10-Q

FOR THE FISCAL QUARTER ENDED APRIL 28, 2012

INDEX

	Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements. (unaudited)
Condensed Consolidated Statements of Earnings for the 13 Weeks Ended April 28, 2012 and April  30, 2011.		3
Condensed Consolidated Statements of Comprehensive Income for the 13 Weeks Ended April  28, 2012 and April 30, 2011.		3
Condensed Consolidated Balance Sheets as of April 28, 2012, April 30, 2011 and January  28, 2012.		4
Condensed Consolidated Statements of Equity for the 13 Weeks Ended April 28, 2012 and April  30, 2011.		5
Condensed Consolidated Statements of Cash Flows for the 13 Weeks Ended April 28, 2012 and April  30, 2011.		6
Notes to Condensed Consolidated Financial Statements.		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		23
Item 3. Quantitative and Qualitative Disclosures About Market Risk.		32
Item 4. Controls and Procedures.		33
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.		33
Item 1A. Risk Factors.		34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		34
Item 4. Mine Safety Disclosures.		34
Item 6. Exhibits.		35
Signatures.		36
Certification pursuant to Section 302 of the CEO and President
Certification pursuant to Section 302 of the Division SVP, CFO and Treasurer
Certification pursuant to Section 906 of the CEO and President
Certification pursuant to Section 906 of the Division SVP, CFO and Treasurer

2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

COLLECTIVE BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(UNAUDITED)

(dollars and shares in millions, except per share)

	13 Weeks Ended
	April 28, 2012			April 30, 2011
Net sales	$	912.1		$	869.0
Cost of sales		587.0			559.1
Gross margin		325.1			309.9
Selling, general and administrative expenses		275.9			267.5
Operating profit		49.2			42.4
Interest expense		8.3			10.9
Interest income		(0.1	)		(0.1	)
Net earnings before income taxes		41.0			31.6
Provision for income taxes		7.0			3.4
Net earnings		34.0			28.2
Net earnings attributable to noncontrolling interests		(0.8	)		(1.8	)
Net earnings attributable to Collective Brands, Inc.	$	33.2		$	26.4
Earnings per share attributable to Collective Brands, Inc. common shareholders:
Basic	$	0.55		$	0.43
Diluted	$	0.54		$	0.42
Weighted average shares outstanding:
Basic		60.1			60.7
Diluted		60.8			61.7

COLLECTIVE BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(dollars in millions)

	13 Weeks Ended
	April 28, 2012			April 30, 2011
Comprehensive income:
Net earnings	$	34.0		$	28.2
Other comprehensive income:
Translation adjustments		4.1			8.0
Change in fair value of derivatives		0.6			1.8
Income tax impact of change in fair value of derivatives		0.1			(0.6	)
Change in unrecognized pension benefits		1.7			1.1
Income tax impact of change in unrecognized pension benefits		—			(0.3	)
Other comprehensive income, net		6.5			10.0
Comprehensive income		40.5			38.2
Comprehensive income attributable to noncontrolling interests		(1.4	)		(2.1	)
Comprehensive income attributable to Collective Brands, Inc.	$	39.1		$	36.1

See Notes to Condensed Consolidated Financial Statements.

3

COLLECTIVE BRANDS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(dollars in millions)

	April 28, 2012			April 30, 2011			January 28, 2012
ASSETS
Current Assets:
Cash and cash equivalents	$	193.1		$	270.4		$	181.3
Accounts receivable, net of allowance for doubtful accounts and returns reserve as of April 28, 2012, April 30, 2011 and January 28, 2012 of $8.9, $6.8 and $6.3, respectively		168.9			146.4			146.0
Inventories		571.4			575.9			563.4
Deferred income taxes		7.0			30.3			7.2
Prepaid expenses		62.2			61.1			61.5
Other current assets		21.6			20.1			21.8
Total current assets		1,024.2			1,104.2			981.2
Property and Equipment:
Land		5.9			6.7			5.9
Property, buildings and equipment		1,427.2			1,458.8			1,411.5
Accumulated depreciation and amortization		(1,071.2	)		(1,042.0	)		(1,048.0	)
Property and equipment, net		361.9			423.5			369.4
Intangible assets, net		381.9			425.0			384.7
Goodwill		269.8			279.8			269.8
Deferred income taxes		11.5			10.5			10.7
Other assets		30.2			40.6			31.4
Total Assets	$	2,079.5		$	2,283.6		$	2,047.2
LIABILITIES AND EQUITY
Current Liabilities:
Current maturities of long-term debt	$	5.1		$	5.1		$	5.1
Accounts payable		283.0			295.2			291.6
Accrued expenses		152.1			158.2			147.0
Total current liabilities		440.2			458.5			443.7
Long-term debt		603.6			658.2			604.8
Deferred income taxes		121.1			65.4			122.4
Other liabilities		200.0			211.9			202.8
Commitments and contingencies (Note 12)
Equity:
Collective Brands, Inc. shareowners’ equity		685.7			859.0			644.8
Noncontrolling interests		28.9			30.6			28.7
Total equity		714.6			889.6			673.5
Total Liabilities and Equity	$	2,079.5		$	2,283.6		$	2,047.2

See Notes to Condensed Consolidated Financial Statements.

4

COLLECTIVE BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(UNAUDITED)

(dollars in millions)

	Collective Brands, Inc. Shareowners’
	Outstanding Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Non- controlling Interests			Total Equity
Balance at January 29, 2011	$	0.6	$	(2.5	)	$	834.9		$	(10.1	)	$	31.5		$	854.4
Net earnings		—		—			26.4			—			1.8			28.2
Translation adjustments		—		—			—			7.7			0.3			8.0
Change in fair value of derivatives, net of taxes of $0.6		—		—			—			1.2			—			1.2
Change in unrecognized pension benefits, net of taxes of $0.3		—		—			—			0.8			—			0.8
Issuances of common stock under stock plans		—		1.7			—			—			—			1.7
Purchases of common stock		—		(1.9	)		(2.5	)		—			—			(4.4	)
Amortization of unearned nonvested shares		—		1.8			—			—			—			1.8
Share-based compensation expense		—		0.9			—			—			—			0.9
Distributions to noncontrolling interests		—		—			—			—			(3.0	)		(3.0	)
Balance at April 30, 2011	$	0.6	$	—		$	858.8		$	(0.4	)	$	30.6		$	889.6
Balance at January 28, 2012	$	0.6	$	—		$	665.8		$	(21.6	)	$	28.7		$	673.5
Net earnings		—		—			33.2			—			0.8			34.0
Translation adjustments		—		—			—			3.5			0.6			4.1
Change in fair value of derivatives, net of taxes of $(0.1)		—		—			—			0.7			—			0.7
Change in unrecognized pension benefits, net of taxes of $0.0		—		—			—			1.7			—			1.7
Issuances of common stock under stock plans		—		1.0			—			—			—			1.0
Purchases of common stock		—		(1.3	)		—			—			—			(1.3	)
Amortization of unearned nonvested shares		—		1.4			—			—			—			1.4
Share-based compensation expense		—		0.7			—			—			—			0.7
Distributions to noncontrolling interests		—		—			—			—			(1.2	)		(1.2	)
Balance at April 28, 2012	$	0.6	$	1.8		$	699.0		$	(15.7	)	$	28.9		$	714.6

See Notes to Condensed Consolidated Financial Statements.

5

COLLECTIVE BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(dollars in millions)

	13 Weeks Ended
	April 28, 2012			April 30, 2011
Operating Activities:
Net earnings	$	34.0		$	28.2
Adjustments for non-cash items included in net earnings:
Loss on impairment and disposal of assets		1.5			2.2
Depreciation and amortization		30.7			33.2
Provision for losses on accounts receivable		0.4			0.2
Share-based compensation expense		2.4			3.5
Deferred income taxes		(1.5	)		(0.7	)
Changes in working capital
Accounts receivable		(23.4	)		(30.3	)
Inventories		(6.9	)		(41.2	)
Prepaid expenses and other current assets		(0.5	)		(4.0	)
Accounts payable		(8.3	)		(3.4	)
Accrued expenses		8.6			(25.4	)
Changes in other assets and liabilities, net		(0.8	)		(3.6	)
Cash flow provided by (used in) operating activities		36.2			(41.3	)
Investing Activities:
Capital expenditures		(22.0	)		(10.8	)
Cash flow used in investing activities		(22.0	)		(10.8	)
Financing Activities:
Repayment of debt		(1.3	)		(1.3	)
Issuances of common stock		1.0			1.7
Purchases of common stock		(1.3	)		(4.4	)
Distribution to noncontrolling interests		(1.2	)		(3.0	)
Cash flow used in financing activities		(2.8	)		(7.0	)
Effect of exchange rate changes on cash		0.4			5.4
Increase (decrease) in cash and cash equivalents		11.8			(53.7	)
Cash and cash equivalents, beginning of year		181.3			324.1
Cash and cash equivalents, end of quarter	$	193.1		$	270.4
Supplemental cash flow information:
Interest paid	$	10.3		$	13.9
Income taxes paid	$	5.3		$	6.2
Non-cash investing activities:
Accrued capital expenditures	$	11.4		$	23.0

See Notes to Condensed Consolidated Financial Statements.

6

COLLECTIVE BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 – Interim Results

These unaudited Condensed Consolidated Financial Statements of Collective Brands, Inc., a Delaware corporation, and subsidiaries (the “Company”) have been prepared in accordance with the instructions to Form 10-Q of the United States Securities and Exchange Commission (“SEC”) and should be read in conjunction with the Notes to the Consolidated Financial Statements (pages 65-107) in the Company’s 2011 Annual Report on Form 10-K. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, these unaudited Condensed Consolidated Financial Statements are fairly presented and all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim periods have been included; however, certain items included in these statements are based upon estimates for the entire year. The Condensed Consolidated Balance Sheet as of January 28, 2012 has been derived from the audited financial statements at that date.

Collective Brands consists of three lines of business: Payless ShoeSource (“Payless”), Collective Brands Performance + Lifestyle Group (“PLG”), and Collective Licensing (“CLI”). The Company’s operations in the Central and South American Regions operate as consolidated joint ventures in which the Company maintains a 60% ownership interest. The reporting period for operations in the Central and South American Regions is a December 31 year-end. The Central American Region is comprised of operations in Costa Rica, the Dominican Republic, El Salvador, Guatemala, Honduras, Jamaica, Nicaragua, Panama and Trinidad & Tobago. The South American Region is comprised of operations in Colombia and Ecuador. The effects of the one-month lag for the operations in the Central and South American Regions are not significant to the Company’s financial position and results of operations. All intercompany amounts have been eliminated. The results for the thirteen week period ended April 28, 2012 are not necessarily indicative of the results that may be expected for the entire fifty-three week fiscal year ending February 2, 2013.

Note 2 – Exit Costs

In 2011, the Company announced that, as part of its efforts to optimize the performance of its Payless and Stride Rite store fleet, it would close approximately 475 under-performing and low-volume, non-strategic stores in the next three years. During 2011, the Company closed 352 stores, of which 298 of the stores were Payless locations in the U.S., Canada and Puerto Rico and 54 were Stride Rite Children’s locations. During the first three months of 2012, the Company closed five Payless stores in the United States and Canada and two Stride Rite Children’s locations as a part of this announced plan.

Costs associated with this plan, which consist of lease termination costs, employee severance and other exit costs, are recorded at fair value. The Company estimates that these costs will total $20 million to $25 million; however, the ultimate financial impact of this plan is dependent upon the actual exit transactions. The lease termination costs are recorded within cost of sales on the Condensed Consolidated Statement of Earnings on the earlier of the date that the store is closed or lease buyouts are negotiated with the landlords. Employee severance costs consist of severance payments made to certain terminated associates and are recorded ratably over the associate’s required service period from the date the termination has been communicated to the associate. The employee severance costs are recorded within selling, general and administrative expenses on the Condensed Consolidated Statement of Earnings and are recorded within accrued expenses on the Condensed Consolidated Balance Sheet.

(dollars in millions)	Accrual Balance as of January  28, 2012		Costs Incurred		Cash Payments			Accrual Balance as of April  28, 2012		Total Charges to Date
Lease termination costs(1)	$	5.8	$	1.7	$	(2.4	)	$	5.1	$	12.3
Employee severance and other exit costs		1.7		1.0		(2.1	)		0.6		3.4
Total	$	7.5	$	2.7	$	(4.5	)	$	5.7	$	15.7

⁽¹⁾  The accrual balance as of January 28, 2012 was changed from $1.6 (disclosed in the prior period) to $5.8, as the previously-disclosed prior period amount did not include a $4.2 accrual as of January 29, 2011 related to lease costs incurred and recorded prior to the commencement of the exit activities.

Of the $12.3 million of lease termination costs recorded to date, $10.3 million are recorded in the Payless Domestic reporting segment, $1.2 million are recorded in the Payless International reporting segment and $0.8 million are recorded in the PLG Retail reporting segment. Of the $3.4 million of employee severance and other costs recorded to date, $2.9 million are recorded in the Payless Domestic reporting segment, $0.3 million are recorded in the Payless International reporting segment and $0.2 million are recorded in the PLG Retail reporting segment.

7

Note 3 – Intangible Assets and Goodwill

The following is a summary of the Company’s intangible assets other than goodwill:

(dollars in millions)	April 28, 2012			April 30, 2011			January 28, 2012
Intangible assets subject to amortization:
Favorable lease rights:
Gross carrying amount	$	20.4		$	24.8		$	20.5
Less: accumulated amortization		(17.8	)		(20.2	)		(17.6	)
Carrying amount, end of period		2.6			4.6			2.9
Customer relationships:
Gross carrying amount		74.2			74.2			74.2
Less: accumulated amortization		(55.5	)		(47.3	)		(53.7	)
Carrying amount, end of period		18.7			26.9			20.5
Trademarks and other intangible assets:
Gross carrying amount		40.0			38.5			39.9
Less: accumulated amortization		(13.8	)		(10.5	)		(13.0	)
Carrying amount, end of period		26.2			28.0			26.9
Carrying amount of intangible assets subject to amortization		47.5			59.5			50.3
Indefinite-lived trademarks		334.4			365.5			334.4
Total intangible assets	$	381.9		$	425.0		$	384.7

Amortization expense on intangible assets is as follows:

	13 Weeks Ended
(dollars in millions)	April 28, 2012		April 30, 2011
Amortization expense on intangible assets	$	2.7	$	3.4

The Company expects amortization expense for the remainder of 2012 and the following four years to be as follows (dollars in millions):

Year	Amount
Remainder of 2012	$	8.5
2013		9.8
2014		8.5
2015		6.0
2016		2.0

The following presents the carrying amount of goodwill, by reporting segment and reporting unit (dollars in millions):

Reporting Segment	Reporting Unit	April 28, 2012		April 30, 2011		January 28, 2012
PLG Wholesale	PLG Wholesale	$	239.6	$	239.6	$	239.6
Payless Domestic	Payless Domestic		—		5.9		—
Payless Domestic	Collective Licensing		30.2		34.3		30.2
Total(1)		$	269.8	$	279.8	$	269.8

⁽¹⁾ Cumulative goodwill impairment charges total $52.0 million, of which $42.0 million relates to the PLG Retail reporting segment and $10.0 million relates to the Payless Domestic reporting segment.

As a result of the May 1, 2012 announcement of the proposed sale of the Company to a consortium, a triggering event occurred requiring an assessment of goodwill and indefinite-lived tradenames. During this assessment, the Company determined that the fair value of its reporting units and indefinite-lived tradenames exceeded its book value and, as such, there was no impairment charge recorded.

8

Note 4 – Long-Term Debt

The following is a summary of the Company’s long-term debt and capital lease obligations:

(dollars in millions)	April 28, 2012		April 30, 2011		January 28, 2012
Term Loan Facility(1)	$	483.1	$	488.1	$	484.4
Senior Subordinated Notes(2)		124.7		174.2		124.6
Amended Revolving Loan Facility(3)		—		—		—
Capital-lease obligations		0.9		1.0		0.9
Total debt		608.7		663.3		609.9
Less: current maturities of long-term debt		5.1		5.1		5.1
Long-term debt	$	603.6	$	658.2	$	604.8

⁽¹⁾  As of April 28, 2012, April 30, 2011 and January 28, 2012, the fair value of the Company’s Term Loan Facility was $481.3 million, $488.1 million and $479.5 million, respectively, based on quoted market prices for similar issues with similar remaining maturities. The fair value of the Company’s Term Loan Facility is valued using level 2 measurements as defined in the Fair Value Measurements footnote.

⁽²⁾  As of April 28, 2012, April 30, 2011 and January 28, 2012, the fair value of the Company’s Senior Subordinated Notes was $125.4 million, $178.1 million and $125.6 million, respectively, based on trading activity as of those dates. The fair value of the Company’s Senior Subordinated Notes is valued using level 1 measurements as defined in the Fair Value Measurements footnote.

⁽³⁾  As of April 28, 2012, the Company’s borrowing base on its Amended Revolving Loan Facility was $300.0 million less $28.6 million in outstanding letters of credit, or $271.4 million. The variable interest rate, including the applicable variable margin at April 28, 2012, was 1.11%.

As of April 28, 2012, the Company was in compliance with all of its debt covenants related to its outstanding debt.

Note 5 – Derivatives

The Company has entered into an interest rate contract for an initial amount of $540 million to hedge a portion of its variable rate $725 million Term Loan Facility (“interest rate contract”), portions of which matured on a series of dates through May 17, 2012. As of April 28, 2012, the interest rate contract that remains provides for a fixed interest rate of approximately 7.75% on $90.0 million of its Term Loan Facility balance.

The Company has also entered into a series of forward contracts to hedge a portion of certain foreign currency purchases (“foreign currency contracts”). The foreign currency contracts provide for a fixed exchange rate and mature over a series of dates through October 2012. As of April 28, 2012, the Company has hedged $17.9 million of its forecasted foreign currency purchases. The fair value, amounts classified in other comprehensive income (“OCI”), and the amounts reclassified from accumulated other comprehensive income (“AOCI”) on the foreign currency contracts were not significant for any periods presented.

The interest rate contract is designated as a cash flow hedging instrument. The change in the fair value of the interest rate contract is recorded as a component of AOCI and reclassified into earnings in the periods in which earnings are impacted by the hedged item. The following table presents the fair value of the Company’s hedging portfolio related to its interest rate contract:

		Fair Value
(dollars in millions)	Location on Condensed Consolidated Balance Sheets	April 28, 2012		April 30, 2011		January 28, 2012
Interest rate contract	Other liabilities	$	—	$	0.6	$	—
Interest rate contract	Accrued expenses	$	1.0	$	4.1	$	2.0

9

It is the Company’s policy to enter into derivative instruments with terms that match the underlying exposure being hedged. As such, the Company’s derivative instruments are considered highly effective, and the net gain or loss from hedge ineffectiveness is not significant. Realized gains or losses on the hedging instruments occur when a portion of the hedge settles or if it is probable that the forecasted transaction will not occur. The impact of the derivative instruments on the Condensed Consolidated Financial Statements is as follows:

	Loss Recognized in OCI on Derivatives						Loss Reclassified from AOCI into (Loss) Earnings
	13 Weeks Ended					Location on Condensed	13 Weeks Ended
(dollars in millions)	April 28, 2012		April 30, 2011			Consolidated Statement of Earnings (Loss)	April 28, 2012			April 30, 2011
Interest rate contract	$	—	$	(0.2	)	Interest expense	$	(1.0	)	$	(1.6	)

The Company expects of the remaining fair value of the interest rate contract recorded in AOCI to be recognized in earnings during the second quarter of 2012. This amount may vary based on actual changes to LIBOR.

Note 6 – Fair Value Measurements

The Company’s estimates of the fair value for financial assets and financial liabilities are based on the framework established in the fair value accounting guidance. The framework is based on the inputs used in valuation, gives the highest priority to quoted prices in active markets, and requires that observable inputs be used in the valuations when available. The three levels of the hierarchy are as follows:

Level 1: observable inputs such as quoted prices in active markets

Level 2: inputs other than the quoted prices in active markets that are observable either directly or indirectly

Level 3: unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions

The following table presents financial assets and financial liabilities that the Company measures at fair value on a recurring basis. The Company has classified these financial assets and liabilities in accordance with the fair value hierarchy:

	Estimated Fair Value Measurements
(dollars in millions)	Quoted Prices in Active Markets (Level 1)		Significant Observable Other Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
As of April 28, 2012:
Financial Assets:
Money market funds	$	87.7	$	—	$	—	$	87.7
Financial Liabilities:
Interest rate contract(1)	$	—	$	1.0	$	—	$	1.0
As of April 30, 2011:
Financial Assets:
Money market funds	$	149.3	$	—	$	—	$	149.3
Financial Liabilities:
Interest rate contract(1)	$	—	$	4.7	$	—	$	4.7
As of January 28, 2012:
Financial Assets:
Money market funds	$	69.2	$	—	$	—	$	69.2
Financial Liabilities:
Interest rate contract(1)	$	—	$	2.0	$	—	$	2.0

⁽¹⁾  The fair value of the interest rate contract is determined using a mark-to-market valuation technique based on an observable interest rate yield curve and adjusting for credit risk.

10

The Company evaluates its store assets on a quarterly basis to determine if its assets are recoverable by analyzing historical results, trends, stores identified for closure and other qualitative considerations. For the thirteen weeks ended April 28, 2012, the asset impairment test indicated that $0.7 million of the Company’s assets had a fair value of $0.3 million and, as such, the Company recorded a $0.4 million impairment charge in cost of sales on the Condensed Consolidated Statement of Earnings. For the thirteen weeks ended April 30, 2011, the asset impairment test indicated that $1.4 million of the Company’s assets had a fair value of $0.1 million and, as such, the Company recorded a $1.3 million impairment charge in cost of sales on the Condensed Consolidated Statement of Earnings. The following table summarizes the asset impairment charges by reporting segment:

	13 Weeks Ended
(dollars in millions)	April 28, 2012		April 30, 2011
Payless Domestic	$	0.2	$	1.3
Payless International		0.2		—
Total	$	0.4	$	1.3

Note 7 – Pension Plans

The Company has a pension plan that covers a select group of management employees (“Payless Plan”), a pension plan that covers certain PLG employees (“PLG Plan”) and a pension plan that covers certain employees in Asia (“Asia Plan”). To calculate pension expense, the Company uses assumptions to estimate the total benefits ultimately payable to each management employee and allocates this cost to service periods.

Payless Plan

The Payless Plan is a nonqualified, supplementary account balance defined benefit plan for a select group of management employees. The plan is an unfunded, noncontributory plan. The components of pension expense for the plan were:

	13 Weeks Ended
(dollars in millions)	April 28, 2012		April 30, 2011
Components of pension expense:
Service cost	$	0.2	$	0.2
Interest cost		0.4		0.5
Amortization of prior service cost		0.4		0.4
Amortization of actuarial loss		0.5		0.4
Total	$	1.5	$	1.5

PLG Plan

The PLG Plan is a noncontributory defined benefit pension plan, which no longer accrues future benefits, covering certain eligible PLG associates. The components of pension expense for the plan were:

	13 Weeks Ended
(dollars in millions)	April 28, 2012			April 30, 2011
Components of pension expense:
Interest cost	$	1.2		$	1.2
Expected return on net assets		(1.4	)		(1.3	)
Amortization of actuarial loss		0.7			0.3
Total	$	0.5		$	0.2

Asia Plan

The Asia Plan is a nonqualified, supplementary account balance defined benefit plan for a select group of employees in Asia. The plan is an unfunded, noncontributory plan. The components of pension expense for the plan were not significant for the thirteen weeks ended April 28, 2012 and April 30, 2011.

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Note 8 – Share-Based Compensation

Under its equity incentive plans, the Company currently grants share appreciation awards consisting of stock-settled stock appreciation rights (“stock-settled SARs”), cash-settled stock appreciation rights (“cash-settled SARs”), as well as full value awards in the form of nonvested shares and nonvested share units and phantom stock units (“phantom nonvested share units”).

The Company’s 2006 Stock Incentive Plan (“2006 SIP”) allows the Company to grant a maximum of 4,987,000 shares. On May 24, 2012, the Company’s stockholders approved the 2012 Stock Incentive Plan (“2012 SIP”), which allows the Company to grant an additional 3,375,000 shares. Appreciation awards to be granted under the plans have a maximum term of seven years and can vest on a graded schedule, a cliff basis or based on performance. The exercise price of an appreciation award may not be less than the fair market value of the Company’s stock on the grant date. Associates who receive full value awards pay no monetary consideration. Awards under the plans can be granted with or without performance restrictions. Restrictions, including performance restrictions, lapse over periods of up to seven years, as determined at the date of grant.

Under its equity incentive plans, the Company currently grants share appreciation awards consisting of stock-settled stock appreciation rights (“stock-settled SARs”), cash-settled stock appreciation rights (“cash-settled SARs”), as well as full value awards in the form of nonvested shares and nonvested share units and phantom stock units (“phantom nonvested share units”).

The number of shares for grants made in the thirteen weeks ended April 28, 2012 and April 30, 2011 are as follows:

	13 Weeks Ended
	April 28, 2012				April 30, 2011
	Share units		Maximum share equivalents		Share units		Maximum Share equivalents
Stock-settled SARs(1) :
Vest in installments over 3 years		—		—		213,141		118,412

⁽¹⁾  All of the stock-settled SARs issued by the Company in the periods presented contain an appreciation cap, which limits the appreciation for which shares of common stock will be granted. The appreciation cap is limited to 125% of the fair market value of the underlying common stock on the grant date of the SAR, meaning that the maximum shares issuable under a SAR is 0.56 shares per SAR.

	13 Weeks Ended
	April 28, 2012		April 30, 2011
Nonvested shares and nonvested share units:
Cliff vest after 3 years		237,483		156,687
Performance grant - vest in installments over 3 years(2)		96,035		131,078
Performance grant - cliff vest after 3 years(2)		—		92,583
Phantom nonvested share units:
Cliff vest after 3 years		7,212		1,350
Performance grant - vest in installments over 3 years(2)		536		450
Performance grant - cliff vest after 3 years(2)		—		6,584

⁽²⁾  Certain nonvested shares are subject to a performance condition for vesting. The performance grant vests only if the performance condition is met. As of April 28, 2012, the Company has assessed the likelihood that the performance condition will be met and has recorded the related expense based on the estimated outcome.

The total fair value of share grants for the thirteen weeks ended April 28, 2012 and April 30, 2011 is $6.2 million and $9.5 million, respectively.

Total share-based compensation expense is summarized as follows:

	13 Weeks Ended
(dollars in millions)	April 28, 2012		April 30, 2011
Cost of sales	$	0.6	$	0.9
Selling, general and administrative expenses		1.8		2.6
Share-based compensation expense	$	2.4	$	3.5

12

Included in share-based compensation expense for the thirteen weeks ended April 28, 2012 is $0.3 million of expense that was recognized as a result of the grants made in 2012. No amount of share-based compensation was capitalized. As of April 28, 2012, the Company had unrecognized compensation expense related to nonvested awards of $10.6 million, which is expected to be recognized over a weighted average period of 1.1 years.

Note 9 – Income Taxes

The Company’s effective income tax rate was 17.1% during the thirteen weeks ended April 28, 2012, compared to 10.8% during the thirteen weeks ended April 30, 2011. The Company recorded $1.0 million of net favorable discrete events in the thirteen weeks ended April 28, 2012 and $2.2 million of favorable discrete events for the thirteen weeks ended April 30, 2011.

The Company’s effective tax rate differs from the U.S. statutory rate principally due to valuation allowances in the United States and the tax impact of the Company’s offshore operations in Asia (China, Hong Kong, Taiwan, and Vietnam) which source the majority of the Company’s product and are subject to substantially lower local country income taxes. The Company’s weighted average foreign effective tax rate for the thirteen weeks ended April 28, 2012 was 16.8%, compared to 14.1% for the thirteen weeks ended April 30, 2011.

The Company continues to maintain a valuation allowance related to the net deferred tax assets in the United States. Future provisions for income taxes will include no tax benefits with respect to deferred tax assets generated and will reflect tax expense only to the extent of current payments until the valuation allowance in the United States is eliminated. The framework established in the accounting for income taxes guidance requires that all available positive and negative evidence be weighed to determine whether a valuation allowance should be recorded.

The Company has unrecognized tax benefits, inclusive of related interest and penalties, of $34.0 million and $59.1 million as of April 28, 2012 and April 30, 2011, respectively. The portion of the unrecognized tax benefits that would impact the effective income tax rate if recognized are $20.9 million and $27.2 million, respectively.

The Company anticipates that it is reasonably possible that the total amount of unrecognized tax benefits at April 28, 2012 will decrease by up to $2.3 million within the next twelve months. To the extent these tax benefits are recognized, the effective rate would be favorably impacted in the period of recognition by up to $1.5 million. The potential reduction primarily relates to potential settlements of on-going examinations with tax authorities and the potential lapse of the statutes of limitations in relevant tax jurisdictions.

The Company’s U.S. federal income tax returns have been examined by the Internal Revenue Service through 2007. The Company has certain state and foreign income tax returns in the process of examination or administrative appeal.

Note 10 – Earnings Per Share

Basic earnings per share is computed by dividing net earnings available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share include the effect of conversions of stock options and stock-settled SARs. For all periods presented, the Company used the two-class method to calculate earnings per share. Earnings per share has been computed as follows:

	13 Weeks Ended
(dollars in millions, except per share amounts; shares in thousands)	April 28, 2012		April 30, 2011
Net earnings attributable to Collective Brands, Inc.	$	33.2	$	26.4
Less: net earnings allocated to participating securities(1)		0.3		0.3
Net earnings available to common shareholders	$	32.9	$	26.1
Weighted average shares outstanding - basic		60,113		60,655
Net effect of dilutive stock options		54		195
Net effect of dilutive stock-settled SARs		601		840
Weighted average shares outstanding - diluted		60,768		61,690
Basic earnings per share attributable to common shareholders	$	0.55	$	0.43
Diluted earnings per share attributable to common shareholders	$	0.54	$	0.42

⁽¹⁾ Net earnings allocated to participating securities is calculated based upon a weighted average percentage of participating securities in relation to total shares outstanding. Net losses are not allocated to participating securities.

13

The Company excluded approximately 3.5 million stock options and stock-settled SARs from the calculation of diluted earnings per share for the thirteen weeks ended April 28, 2012 and 3.1 million stock options and stock-settled SARs from the calculation of diluted earnings per share for the thirteen weeks ended April 30, 2011 because to include them would have been antidilutive. Certain grants that are subject to performance conditions for vesting are considered antidilutive if the performance conditions are not met as of the end of the reporting period.

Note 11 – Segment Reporting

The Company has four reporting segments: (i) Payless Domestic, (ii) Payless International, (iii) PLG Wholesale and (iv) PLG Retail. The Company has defined its reporting segments as follows:

(i) The Payless Domestic reporting segment is comprised primarily of domestic retail stores under the Payless ShoeSource name, the Company’s sourcing unit and Collective Licensing.

(ii) The Payless International reporting segment is comprised of international retail stores under the Payless ShoeSource name in Canada, the South American Region, the Central American Region, Puerto Rico, and the U.S. Virgin Islands, as well as franchising arrangements under the Payless ShoeSource name.

(iii) The PLG Wholesale reporting segment consists of PLG’s global wholesale operations.

(iv) The PLG Retail reporting segment consists of PLG’s owned Stride Rite children’s stores, PLG’s outlet stores, store-in-stores at select Macy’s Department Stores and Sperry Top-Sider retail stores.

Payless International’s operations in the Central American and South American Regions are operated as joint ventures in which the Company maintains a 60% ownership interest. Noncontrolling interest represents the Company’s joint venture partners’ share of net earnings or losses on applicable international operations. Certain management costs for services performed by Payless Domestic and certain royalty fees and sourcing fees charged by Payless Domestic are allocated to the Payless International segment. These total costs and fees amounted to $11.1 million and $8.8 million during the thirteen weeks ended April 28, 2012 and April 30, 2011, respectively. The reporting period for operations in the Central and South American Regions use a December 31 year-end. The effect of this one-month lag on the Company’s financial position and results of operations is not significant. All intercompany amounts have been eliminated. Information on the Company’s reporting segments is as follows:

	13 Weeks Ended
(dollars in millions)	April 28, 2012			April 30, 2011
Reporting segment net sales:
Payless Domestic	$	513.9		$	498.4
Payless International		101.2			97.5
PLG Wholesale		230.2			212.5
PLG Retail		66.8			60.6
Total net sales	$	912.1		$	869.0
Reporting segment operating profit (loss):
Payless Domestic	$	23.3		$	13.0
Payless International		(1.4	)		3.0
PLG Wholesale		22.9			25.3
PLG Retail		4.4			1.1
Total operating profit	$	49.2		$	42.4

(dollars in millions)	April 28, 2012		April 30, 2011		January 28, 2012
Reporting segment total assets:
Payless Domestic	$	892.8	$	1,039.9	$	834.6
Payless International		228.0		253.3		232.3
PLG Wholesale		888.3		916.3		912.0
PLG Retail		70.4		74.1		68.3
Total assets	$	2,079.5	$	2,283.6	$	2,047.2

Note 12 – Commitments and Contingencies

Other than as described below, there are no pending legal proceedings other than ordinary, routine litigation incidental to the business to which the Company is a party or of which its property is subject, none of which the Company expects to have a material impact on its financial position, results of operations or cash flows.

14

Shareholder Litigation

On January 25, 2012, a federal lawsuit was filed in the District of Kansas entitled Local 191 I.B.E.W. Joint Trust Funds v. Collective Brands, et al., Case No. 12-cv-2046 (KHV), naming as defendants the Company, Matthew Rubel, Douglas Treff and Douglas Boessen. The federal complaint purports to state claims under Sections 10(b) and 20(a) of the 1934 Securities Exchange Act, generally alleging that defendants caused the Company to issue false and/or materially misleading public statements concerning its business financial results between December 1, 2010 and May 24, 2011. Plaintiff claims this resulted in the Company common stock trading at artificially inflated levels beginning in December 2010, followed by a sharp decline in the trading price when the Company released its financial results after the close of trading on May 24, 2011.

Subsequently, after the public announcement of the proposed merger, five lawsuits were filed in the Court of Chancery of the State of Delaware: on May 4, 2012, Dusablon v. Collective Brands, Inc., et al., case no. 7498; on May 9, 2012, Augenbaum v. Rubel, et al., case no. 7509; on May 11, 2012, Walker v. Collective Brands, Inc., et al., case no. 7523; on May 17, 2012, Strobeck v. Collective Brands, Inc. et al., case no. 7538; and, Son et al. v. Collective Brands, Inc. et al., case no. 7542. These suits were filed against some or all of the following parties: the Company, its directors and certain of its former and current executive officers, and Blum, Golden Gate, Wolverine, Parent and Merger Sub. A previously pending stockholder derivative lawsuit, Israni v. Rubel, et al., case no. 12C297, filed in the District Court of Shawnee County, Kansas was amended on May 2, 2012 to include class action allegations relating to the merger agreement and naming the Company, its directors and certain of its former and current executive officers, Blum, Golden Gate, and Wolverine as defendants.

Each of the Delaware complaints and the Kansas state court complaint generally allege, among other things, that the Company’s board of directors and certain of our executive officers have violated various fiduciary duties relating to maximizing stockholder value in negotiating and approving the merger, and that the Company, Blum, Golden Gate and Wolverine aided and abetted such alleged breaches of fiduciary duties. The two Kansas complaints additionally allege that the Company, its directors and certain of its executive officers made materially false and misleading statements regarding the Company’s performance during the third fiscal quarter of 2010, which resulted in the Company’s common stock trading at artificially inflated levels in December 2010, followed by a sharp decline in the trading price when the Company released its financial results in May 2011; and, that the Company, its directors and certain of its executive officers authorized payments to former CEO Matthew E. Rubel upon his termination that were not in the best interests of the Company. Further, the Kansas state court complaint alleges that the Company’s directors are attempting to evade any liability related to the alleged false and misleading statements by entering into the merger agreement with buyers who will indemnify the Company’s directors from any such liability. The plaintiffs seek various remedies, including an injunction against the merger and/or the stockholder vote, declaratory relief with respect to the alleged breaches of fiduciary duty, and monetary damages including attorneys’ fees and expenses.

All defendants deny any wrongdoing in connection with the proposed merger or any of the events that preceded it, and plan to vigorously defend against all pending claims. An estimate of the possible loss, if any, or the range of loss cannot be made and therefore the Company has not accrued a loss contingency related to these matters.

Note 13 – Impact of Recently Issued Accounting Standards

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”), which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. The adoption of ASU 2011-04 did not have a significant impact on the Company’s Condensed Consolidated Financial Statements.

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income” (“ASU 2011-05”), which is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2011. The provisions of ASU 2011-05 require companies to display adjustments for items that are reclassified from other comprehensive income (“OCI”) to net income in both net income and OCI in either a single continuous statement of comprehensive income or in two separate but consecutive statements. The adoption of ASU 2011-05 did not have a significant impact on the Company’s Condensed Consolidated Financial Statements.

In September 2011, the FASB issued ASU 2011-08, “Testing Goodwill for Impairment”, which is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011; however, early adoption is permitted. Under the new guidance, an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the entity determines that this threshold is not met, then performing the two-step impairment test is unnecessary. The adoption of ASU 2011-08 did not have a significant impact on the Company’s Condensed Consolidated Financial Statements.

15

Note 14 – Related Party Transactions

The Company maintains banking relationships with certain financial institutions that are affiliated with some of the Company’s Latin America joint venture partners. Total deposits in these financial institutions as of April 28, 2012, April 30, 2011 and January 28, 2012 were $7.5 million, $5.2 million and $10.7 million, respectively. There were no borrowings with these financial institutions for any periods presented.

Note 15 – Subsequent Event

On May 1, 2012, the Company entered into a definitive agreement with a consortium of companies comprised of Wolverine World Wide, Inc., Blum Strategic Partners IV, L.P. and Golden Gate Capital Opportunity Fund, L.P., under which Collective Brands will be sold for $21.75 per share in cash. The closing of this transaction, which is subject to shareholder approval, is expected to occur late in the third or early in the fourth calendar quarter of 2012.

Note 16 – Subsidiary Guarantors of Senior Notes – Condensed Consolidating Financial Information

The Company has issued Notes guaranteed by all of its domestic subsidiaries (the “Guarantor Subsidiaries”). The Guarantor Subsidiaries are direct or indirect wholly owned domestic subsidiaries of the Company. The guarantees are full and unconditional and joint and several.

The following supplemental financial information sets forth, on a consolidating basis:

• The Condensed Consolidating Statements of Earnings for the Company (the “Parent Company”), for the Guarantor Subsidiaries and for the Company’s Non-Guarantor Subsidiaries (the “Non-guarantor Subsidiaries”) and total Condensed Consolidated Collective Brands, Inc. and Subsidiaries (“Consolidated”) for the thirteen weeks ended April 28, 2012 and April 30, 2011

• The Condensed Consolidated Statements of Comprensive Income for the thirteen weeks ended April 28, 2012 and April 30, 2011,

• The Condensed Consolidating Balance Sheets as of April 28, 2012, April 30, 2011, and January 28, 2012, and;

• The Condensed Consolidating Statements of Cash Flows for the thirteen weeks ended April 28, 2012 and April 30, 2011.

With the exception of operations in the Central and South American Regions in which the Company has a 60% ownership interest, the Non-guarantor Subsidiaries are direct or indirect wholly-owned subsidiaries of the Guarantor Subsidiaries. The equity investment for each subsidiary is recorded by its parent within other assets.

The Non-guarantor Subsidiaries are made up of the Company’s operations in the Central and South American Regions, Canada, Mexico, Germany, the Netherlands, the United Kingdom, Ireland, Australia, Bermuda, Saipan and Puerto Rico and the Company’s sourcing organization in Hong Kong, Taiwan, China, Vietnam, Indonesia and Brazil. The operations in the Central and South American Regions use a December 31 year-end and are included in the Company’s results on a one-month lag relative to results from other regions. The effect of this one-month lag on the Company’s financial position and results of operations is not significant.

Under the indenture governing the Notes, the Company’s subsidiaries in Singapore are designated as unrestricted subsidiaries. The effect of these subsidiaries on the Company’s financial position and results of operations and cash flows is not significant. The Company’s subsidiaries in Singapore are included in the Non-guarantor Subsidiaries.

16

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS

(dollars in millions)

	13 Weeks Ended April 28, 2012
	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	787.9		$	362.7		$	(238.5	)	$	912.1
Cost of sales		—			511.4			308.9			(233.3	)		587.0
Gross margin		—			276.5			53.8			(5.2	)		325.1
Selling, general and administrative expenses		1.2			239.5			40.4			(5.2	)		275.9
Operating (loss) profit		(1.2	)		37.0			13.4			—			49.2
Interest expense		11.7			5.9			0.1			(9.4	)		8.3
Interest income		—			(9.0	)		(0.5	)		9.4			(0.1	)
Equity in earnings of subsidiaries		(46.1	)		(10.7	)		—			56.8			—
Earnings before income taxes		33.2			50.8			13.8			(56.8	)		41.0
Provision for income taxes		—			4.7			2.3			—			7.0
Net earnings		33.2			46.1			11.5			(56.8	)		34.0
Net earnings attributable to noncontrolling interests		—			—			(0.8	)		—			(0.8	)
Net earnings attributable to Collective Brands, Inc.	$	33.2		$	46.1		$	10.7		$	(56.8	)	$	33.2

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

(dollars in millions)

	13 Weeks Ended April 28, 2012
	Parent Company		Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated
Comprehensive income:
Net earnings	$	33.2	$	46.1	$	11.5		$	(56.8	)	$	34.0
Other comprehensive income:
Translation adjustments		—		—		4.1			—			4.1
Change in fair value of derivatives		—		0.6		—			—			0.6
Income tax impact of change in fair value of derivatives		—		0.1		—			—			0.1
Change in unrecognized pension benefits		—		1.7		—			—			1.7
Other comprehensive income, net		—		2.4		4.1			—			6.5
Comprehensive income		33.2		48.5		15.6			(56.8	)		40.5
Comprehensive income attributable to noncontrolling interests		—		—		(1.4	)		—			(1.4	)
Comprehensive income attributable to Collective Brands, Inc.	$	33.2	$	48.5	$	14.2		$	(56.8	)	$	39.1

17

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS

(dollars in millions)

	13 Weeks Ended April 30, 2011
	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	772.6		$	388.6		$	(292.2	)	$	869.0
Cost of sales		—			522.7			302.8			(266.4	)		559.1
Gross margin		—			249.9			85.8			(25.8	)		309.9
Selling, general and administrative expenses		1.0			227.3			65.0			(25.8	)		267.5
Operating (loss) profit		(1.0	)		22.6			20.8			—			42.4
Interest expense		12.8			7.1			—			(9.0	)		10.9
Interest income		—			(9.1	)		—			9.0			(0.1	)
Equity in earnings of subsidiaries		(35.3	)		(16.1	)		—			51.4			—
Earnings before income taxes		21.5			40.7			20.8			(51.4	)		31.6
(Benefit) provision for income taxes		(4.9	)		5.4			2.9			—			3.4
Net earnings		26.4			35.3			17.9			(51.4	)		28.2
Net earnings attributable to noncontrolling interests		—			—			(1.8	)		—			(1.8	)
Net earnings attributable to Collective Brands, Inc.	$	26.4		$	35.3		$	16.1		$	(51.4	)	$	26.4

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

(dollars in millions)

	13 Weeks Ended April 30, 2011
	Parent Company		Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Comprehensive income:
Net earnings	$	26.4	$	35.3		$	17.9		$	(51.4	)	$	28.2
Other comprehensive income:
Translation adjustments		—		—			8.0			—			8.0
Change in fair value of derivatives		—		1.8			—			—			1.8
Income tax impact of change in fair value of derivatives		—		(0.6	)		—			—			(0.6	)
Change in unrecognized pension benefits		—		1.1			—			—			1.1
Income tax impact of change in unrecognized pension benefits		—		(0.3	)		—			—			(0.3	)
Other comprehensive income, net		—		2.0			8.0			—			10.0
Comprehensive income		26.4		37.3			25.9			(51.4	)		38.2
Comprehensive income attributable to noncontrolling interests		—		—			(2.1	)		—			(2.1	)
Comprehensive income attributable to Collective Brands, Inc.	$	26.4	$	37.3		$	23.8		$	(51.4	)	$	36.1

18

CONDENSED CONSOLIDATING BALANCE SHEET

(dollars in millions)

	As of April 28, 2012
	Parent Company		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	62.4	$	130.7	$	—		$	193.1
Accounts receivable, net		—		147.3		40.5		(18.9	)		168.9
Inventories		—		437.7		132.9		0.8			571.4
Current deferred income taxes		—		—		7.0		—			7.0
Prepaid expenses		39.6		12.5		10.1		—			62.2
Other current assets		—		355.2		194.8		(528.4	)		21.6
Total current assets		39.6		1,015.1		516.0		(546.5	)		1,024.2
Property and equipment, net		—		294.5		67.4		—			361.9
Intangible assets, net		—		356.8		25.1		—			381.9
Goodwill		—		133.5		136.3		—			269.8
Deferred income taxes		—		—		11.5		—			11.5
Other assets		1,452.0		1,015.2		25.7		(2,462.7	)		30.2
Total Assets	$	1,491.6	$	2,815.1	$	782.0	$	(3,009.2	)	$	2,079.5
LIABILITIES AND EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—	$	5.1	$	—	$	—		$	5.1
Other current liabilities		214.1		554.7		212.8		(546.5	)		435.1
Total current liabilities		214.1		559.8		212.8		(546.5	)		440.2
Long-term debt		587.5		502.9		7.9		(494.7	)		603.6
Deferred income taxes		—		120.1		1.0		—			121.1
Other liabilities		4.3		180.7		15.0		—			200.0
Commitments and contingencies
Equity:
Collective Brands, Inc. shareowners’ equity		685.7		1,451.6		516.4		(1,968.0	)		685.7
Noncontrolling interests		—		—		28.9		—			28.9
Total equity		685.7		1,451.6		545.3		(1,968.0	)		714.6
Total Liabilities and Equity	$	1,491.6	$	2,815.1	$	782.0	$	(3,009.2	)	$	2,079.5

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CONDENSED CONSOLIDATING BALANCE SHEET

(dollars in millions)

	As of April 30, 2011
	Parent Company		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	113.7	$	156.7	$	—		$	270.4
Accounts receivable, net		—		133.9		30.1		(17.6	)		146.4
Inventories		—		457.6		131.5		(13.2	)		575.9
Current deferred income taxes		—		22.7		7.6		—			30.3
Prepaid expenses		33.3		15.0		12.8		—			61.1
Other current assets		—		276.6		172.9		(429.4	)		20.1
Total current assets		33.3		1,019.5		511.6		(460.2	)		1,104.2
Property and equipment, net		—		349.9		73.6		—			423.5
Intangible assets, net		—		396.8		28.2		—			425.0
Goodwill		—		143.0		136.8		—			279.8
Deferred income taxes		—		—		10.5		—			10.5
Other assets		1,578.7		933.9		12.1		(2,484.1	)		40.6
Total Assets	$	1,612.0	$	2,843.1	$	772.8	$	(2,944.3	)	$	2,283.6
LIABILITIES AND EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—	$	5.1	$	—	$	—		$	5.1
Other current liabilities		112.9		522.3		272.0		(453.8	)		453.4
Total current liabilities		112.9		527.4		272.0		(453.8	)		458.5
Long-term debt		637.1		483.0		37.1		(499.0	)		658.2
Deferred income taxes		—		64.1		1.3		—			65.4
Other liabilities		3.0		192.2		16.7		—			211.9
Commitments and contingencies
Equity:
Collective Brands, Inc. shareowners’ equity		859.0		1,576.4		415.1		(1,991.5	)		859.0
Noncontrolling interests		—		—		30.6		—			30.6
Total equity		859.0		1,576.4		445.7		(1,991.5	)		889.6
Total Liabilities and Equity	$	1,612.0	$	2,843.1	$	772.8	$	(2,944.3	)	$	2,283.6

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CONDENSED CONSOLIDATING BALANCE SHEET

(dollars in millions)

	As of January 28, 2012
	Parent Company		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	46.3	$	135.0	$	—		$	181.3
Accounts receivable, net		—		127.9		36.7		(18.6	)		146.0
Inventories		—		434.0		124.1		5.3			563.4
Current deferred income taxes		—		—		7.2		—			7.2
Prepaid expenses		35.6		16.3		9.6		—			61.5
Other current assets		—		356.0		160.3		(494.5	)		21.8
Total current assets		35.6		980.5		472.9		(507.8	)		981.2
Property and equipment, net		—		302.3		67.1		—			369.4
Intangible assets, net		—		358.7		26.0		—			384.7
Goodwill		—		133.5		136.3		—			269.8
Deferred income taxes		—		—		10.7		—			10.7
Other assets		1,409.9		979.5		25.7		(2,383.7	)		31.4
Total Assets	$	1,445.5	$	2,754.5	$	738.7	$	(2,891.5	)	$	2,047.2
LIABILITIES AND EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—	$	5.1	$	—	$	—		$	5.1
Other current liabilities		209.7		532.2		205.3		(508.6	)		438.6
Total current liabilities		209.7		537.3		205.3		(508.6	)		443.7
Long-term debt		587.5		504.2		7.9		(494.8	)		604.8
Deferred income taxes		—		121.3		1.1		—			122.4
Other liabilities		3.5		183.2		16.1		—			202.8
Commitments and contingencies
Equity:
Collective Brands, Inc. shareowners’ equity		644.8		1,408.5		479.6		(1,888.1	)		644.8
Noncontrolling interests		—		—		28.7		—			28.7
Total equity		644.8		1,408.5		508.3		(1,888.1	)		673.5
Total Liabilities and Equity	$	1,445.5	$	2,754.5	$	738.7	$	(2,891.5	)	$	2,047.2

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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(dollars in millions)

	13 Weeks Ended April 28, 2012
	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Operating Activities:
Net earnings	$	33.2		$	46.1		$	11.5		$	(56.8	)	$	34.0
Adjustments for non-cash items included in net earnings		0.1			27.1			6.3			—			33.5
Changes in working capital		0.4			5.7			(37.4	)		0.8			(30.5	)
Other, net		(33.4	)		(42.8	)		19.4			56.0			(0.8	)
Cash flow provided by (used in) operating activities		0.3			36.1			(0.2	)		—			36.2
Investing Activities:
Capital expenditures		—			(17.7	)		(4.3	)		—			(22.0	)
Cash flow used in investing activities		—			(17.7	)		(4.3	)		—			(22.0	)
Financing Activities:
Net proceeds (repayments) of debt or notes payable		—			(2.3	)		1.0			—			(1.3	)
Net purchases of common stock		(0.3	)		—			—			—			(0.3	)
Net distributions to noncontrolling interests		—			—			(1.2	)		—			(1.2	)
Cash flow used in financing activities		(0.3	)		(2.3	)		(0.2	)		—			(2.8	)
Effect of exchange rate changes on cash		—			—			0.4			—			0.4
Increase (decrease) in cash and cash equivalents		—			16.1			(4.3	)		—			11.8
Cash and cash equivalents, beginning of year		—			46.3			135.0			—			181.3
Cash and cash equivalents, end of quarter	$	—		$	62.4		$	130.7		$	—		$	193.1

	13 Weeks Ended April 30, 2011
	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Operating Activities:
Net earnings	$	26.4		$	35.3		$	17.9		$	(51.4	)	$	28.2
Adjustments for non-cash items included in net earnings		0.1			32.5			5.8			—			38.4
Changes in working capital		4.2			(70.0	)		(38.2	)		(0.3	)		(104.3	)
Other, net		(28.0	)		(27.8	)		0.5			51.7			(3.6	)
Cash flow provided by (used in) operating activities		2.7			(30.0	)		(14.0	)		—			(41.3	)
Investing Activities:
Capital expenditures		—			(7.4	)		(3.4	)		—			(10.8	)
Cash flow used in investing activities		—			(7.4	)		(3.4	)		—			(10.8	)
Financing Activities:
Net proceeds (repayments) of debt or notes payable		—			28.7			(30.0	)		—			(1.3	)
Net purchases of common stock		(2.7	)		—			—			—			(2.7	)
Net distributions to noncontrolling interests		—			—			(3.0	)		—			(3.0	)
Cash flow (used in) provided by financing activities		(2.7	)		28.7			(33.0	)		—			(7.0	)
Effect of exchange rate changes on cash		—			—			5.4			—			5.4
Decrease in cash and cash equivalents		—			(8.7	)		(45.0	)		—			(53.7	)
Cash and cash equivalents, beginning of year		—			122.4			201.7			—			324.1
Cash and cash equivalents, end of quarter	$	—		$	113.7		$	156.7		$	—		$	270.4

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This report contains forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, products, future store openings and closings, international expansion opportunities, possible strategic initiatives, new business concepts, capital expenditure plans, fashion trends, consumer spending patterns and similar matters. Statements including the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” or variations of such words and similar expressions are forward-looking statements. We note that a variety of factors could cause actual results and experience to differ materially from the anticipated results or expectations expressed in our forward-looking statements. The risks and uncertainties that may affect the operations, performance, development and results of our business include, but are not limited to, the following: (i) the impact of competition and pricing; (ii) changes in consumer preferences and spending patterns; (iii) general economic, business and social conditions in the countries where we source products, supplies or have or intend to open stores; (iv) changes in weather patterns; (v) the inability to renew material leases, licenses or contracts upon their expiration; (vi) the ability to identify and negotiate leases for new locations on acceptable terms; (vii) the financial condition of the suppliers; (viii) changes in existing or potential duties, tariffs or quotas and the application thereof; (ix) changes in relationships between the United States and foreign countries, as well as between foreign countries; (x) economic and political instability in foreign countries, or restrictive actions by the governments of foreign countries in which suppliers and manufacturers from whom we source are located or in which we do business; (xi) changes in trade, intellectual property, customs and/or tax laws; (xii) fluctuations in currency exchange rates, (e.g. Yuan, Canadian dollar, euro); (xiii) the ability to hire, train and retain associates; (xiv) performance of other parties in strategic alliances; (xv) outcomes of intellectual property, employment litigation, and class actions; (xvi) ability to comply with local laws in foreign countries; (xvii) our ability to maintain and upgrade information systems; (xviii) threats or acts of terrorism or war; (xix) strikes, work stoppages and/or slowdowns by unions that play a significant role in the manufacture, distribution or sale of product; (xx) changes in commodity prices such as oil; (xxi) uncertainties associated with our proposed sale to an entity controlled by Blum Strategic Partners IV, L.P., Golden Gate Capital Opportunity Fund, L.P. and Wolverine World Wide, Inc., including uncertainties relating to the anticipated timing of filings and approvals relating to the proposed Merger and the sale by Parent of the Collective Brands Performance + Lifestyle Group business to Wolverine, the expected timing of completion of the proposed Merger, the satisfaction of the conditions to the consummation of the proposed Merger and the Carveout Transaction, including financing conditions, the ability to complete the proposed Merger and the impact of the pending transaction on our businesses, employees, customers and suppliers; and other risks referenced from time to time in filings of ours with the Securities and Exchange Commission, including our annual report on Form 10-K for the fiscal year ended January 28, 2012.

Overview

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand Collective Brands, Inc., our operations and our present business environment. MD&A is provided as a supplement to, and should be read in connection with, our Condensed Consolidated Financial Statements and the accompanying notes thereto included under Part I Item 1 of this report. MD&A should also be read in conjunction with our Consolidated Financial Statements as of January 28, 2012, and for the year then ended, and the related MD&A, both of which are contained on our Form 10-K for the year ended January 28, 2012. MD&A includes the following sections:

• Our Business – a brief description of our business and key 2012 events.

• Consolidated Review of Operations – an analysis of our consolidated results of operations for the 13 weeks ended April 28, 2012 and April 30, 2011 as presented in our Condensed Consolidated Financial Statements.

• Reporting Segment Review of Operations – an analysis of our results of operations for the 13 weeks ended April 28, 2012 and April 30, 2011 as presented in our Condensed Consolidated Financial Statements for our four reporting segments: Payless Domestic, Payless International, PLG Wholesale and PLG Retail.

• Liquidity and Capital Resources – an analysis of cash flows, aggregate financial commitments and certain financial condition ratios.

• Critical Accounting Policies – an update, since January 28, 2012, of our discussion of our critical accounting policies that involve a higher degree of judgment or complexity. This section also includes the impact of new accounting standards.

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Our Business

Collective Brands, Inc. consists of three lines of business: Payless ShoeSource (“Payless”), Collective Brands Performance + Lifestyle Group (“PLG”), and Collective Licensing. We operate a portfolio of brands through multiple selling channels including retail, wholesale, licensing and franchising. Payless is one of the world’s largest footwear retailers and is dedicated to providing incredible values of on-trend and validated styles of footwear and accessories. PLG markets products at wholesale and retail for children and adults under brand names that include Saucony®, Sperry Top-Sider®, Stride Rite® and Keds®. Collective Licensing is a youth lifestyle marketing and global licensing business within the Payless Domestic segment.

We measure the performance of our business using several metrics, but rely primarily on net sales, same-stores sales, operating profit (loss) from continuing operations, adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”), net debt and free cash flow. We also measure the performance of our business using our reporting segments’ net sales and operating profit (loss).

Key 2012 Events

In 2011, we announced that our Board of Directors, together with management, would conduct a review of strategic and financial alternatives to further enhance shareholder value (“Strategic Review”). At the conclusion of this strategic review, on May 1, 2012 we entered into a definitive agreement with a consortium of companies comprised of Wolverine World Wide, Inc., Blum Strategic Partners IV, L.P. and Golden Gate Capital Opportunity Fund, L.P., under which Collective Brands will be sold for $21.75 per share in cash. The closing of this transaction, which is subject to shareholder approval, is expected to occur late in the third or early in the fourth calendar quarter of 2012.

In 2011, in order to improve our Payless results, we initiated a strategic redirection based on a comprehensive and analytical review. While we have served, and will continue to serve, a wide array of customers, the cornerstone of our strategic redirection is to reengage with budget-conscious customers who have historically made up the largest portion of the Payless customer base. To do so, we have made meaningful changes to the Payless pricing and messaging to increase our relevance and reconnect with these customers. During the first three months of 2012, we saw signs that our strategic redirection in our Payless Domestic business continues to gain traction. Despite operating 308 fewer stores, net sales in our Payless Domestic segment increased $15.5 million from the first three months of 2011. The increase in sales also drove an increase in Payless Domestic operating profit of $10.3 million compared to last year. We are in the early stages of incorporating this strategic redirection in our Payless business in Latin America.

PLG Retail had a strong first quarter of 2012. Sales in the PLG Retail segment increased despite operating approximately 50 fewer stores driven by a 14.9% comparable store sales increase. We believe this increase was driven by improvements in our Stride Rite store assortments, inventory levels, service model and marketing. Robust eCommerce growth also improved sales in this reporting segment.

Certain pre-tax charges negatively affected our results in the first quarter of 2012. These charges are summarized in the following table by location on the Condensed Consolidated Statements of Earnings and by reporting segment:

(in millions)	Location on Condensed Consolidated Statement of Earnings	Payless Domestic		Payless International		PLG Retail		PLG Wholesale		Total
Lease termination costs	Cost of sales	$	1.0	$	0.7	$	—	$	—		1.7
Strategic review expenses	Selling, general and administrative		6.1		—		—		0.3		6.4
Employee severance and other exit costs	Selling, general and administrative		0.9		—		0.1		—		1.0
Total		$	8.0	$	0.7	$	0.1	$	0.3	$	9.1

The charges described in the table above represent the following:

• Lease termination, employee severance and other exit costs: In 2011, we announced that, as part of our efforts to optimize the performance of our Payless and Stride Rite store fleet, we would close approximately 475 under-performing and low-volume, non-strategic stores through 2014. We closed approximately 350 of these stores in 2011, of which approximately 300 were Payless stores in the U.S., Canada and Puerto Rico and about 50 were Stride Rite Children’s locations. During the first quarter of 2012, we closed 5 Payless stores in the United States and Canada and 2 Stride Rite Children’s locations as a part of this announced plan.

Costs associated with this plan, which consist of lease termination, employee severance and other exit costs, are recorded when they are incurred. We estimate that the total costs incurred associated with this plan will be in the range of $20 million to $25 million, however, the ultimate financial impact of this plan is dependent upon the actual exit transactions. In the first quarter of 2012, we recorded $1.7 million of lease termination costs and $1.0 million of other exit costs as part of this plan.

24

• Strategic review expenses: In the first quarter of 2012, we recorded $6.4 million of expenses associated with our strategic review.

Consolidated Review of Operations

The following table presents the components of costs and expenses, as a percent of net sales, for the first quarter ended April 28, 2012 (“2012”) and April 30, 2011 (“2011”):

	First Quarter
	2012			2011
Net sales		100.0	%		100.0	%
Cost of sales		64.4			64.3
Gross margin		35.6			35.7
Selling, general and administrative expense		30.2			30.8
Operating profit		5.4			4.9
Interest expense, net		0.9			1.3
Net earnings before income taxes		4.5			3.6
Effective income tax rate*		17.1			10.8
Net earnings		3.7			3.2
Net earnings attributable to noncontrolling interests		(0.1	)		(0.2	)
Net earnings attributable to Collective Brands, Inc.		3.6	%		3.0	%

* Percent of pre-tax earnings

Net Earnings Attributable to Collective Brands, Inc.

First quarter 2012 net earnings attributable to Collective Brands, Inc. was $33.2 million, or $0.54 per diluted share, versus first quarter 2011 net earnings attributable to Collective Brands, Inc. totaling $26.4 million, or $0.42 per diluted share. The increase in net earnings attributable to Collective Brands, Inc. was due primarily to improved performance in our Payless Domestic reporting segment, partially offset by strategic review expenses, lease termination costs and other exit costs.

Net Sales

Other than total net sales, the table below summarizes net sales information for our retail stores. Stores operated under franchise agreements are excluded from these calculations. Same-store sales are calculated on a weekly basis. Generally, if a store is open the entire week in each of the two years being compared, its sales are included in the same-store sales calculation for the week. Our Payless and Stride Rite Children’s e-commerce businesses are included as a store in this calculation.

Percent increases (decreases) are as follows:

	First Quarter
	2012			2011
Total net sales		5.0	%		(1.1	)%
Same-store sales		8.1			(7.4	)
Average selling price per unit		(0.3	)		4.1
Unit volume		3.9			(10.7	)
Footwear average selling price per unit		1.4			8.4
Footwear unit volume		2.3			(14.6	)
Non-footwear average selling price per unit		(5.4	)		(5.3	)
Non-footwear unit volume		7.9			1.0

Please refer to “Reporting Segment Review of Operations” below for the further details on the changes in net sales for each of our reporting units.

Cost of Sales

Cost of sales was $587.0 million in the first quarter of 2012, up 5.0% from $559.1 million in the first quarter of 2011. The increase in cost of sales from the first quarter 2011 to 2012 is due to the impact of higher net sales and a greater mix of wholesale products, which have a higher cost of sales than our retail products.

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Gross Margin

Gross margin rate for the first quarter of 2012 was 35.6%, compared to a gross margin rate of 35.7% in the first quarter of 2011. The decrease in gross margin rate from the first quarter 2011 to 2012 was driven primarily by a greater mix of wholesale products, which have a lower gross margin percentage than our retail products, and higher product costs at PLG, partially offset by the leveraging of fixed costs due to higher net sales.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses were $275.9 million in the first quarter of 2012, an increase of 3.1% from $267.5 million in the first quarter of 2011. The increase in SG&A expenses for the first quarter of 2012 compared to 2011 is primarily due to strategic review expenses, employee severance and other exit costs totaling $7.4 million. As a percentage of net sales, SG&A expenses were 30.2% of net sales in the first quarter of 2012 versus 30.8% in the first quarter of 2011.

Interest Expense (Income)

Interest income and expense components were:

	First Quarter
(dollars in millions)	2012			2011
Interest expense	$	8.3		$	10.9
Interest income		(0.1	)		(0.1	)
Interest expense, net	$	8.2		$	10.8

The decline in interest expense in the first quarter of 2012 from the first quarter of 2011 is primarily a result of a lower average interest rate on outstanding debt, driven by a decline in the hedged portion of our Term Loan Facility, and the impact of a lower Senior Subordinated Notes balance.

Income Taxes

Our effective income tax rate was 17.1% during the first quarter of 2012, compared to 10.8% during the first quarter of 2011. We recorded $1.0 million of net favorable discrete events in the first quarter of 2012 and $2.2 million of favorable discrete events in the first quarter of 2011.

Our effective tax rate differs from the U.S. statutory rate principally due to valuation allowances in the United States and the tax impact of our offshore operations in Asia (China, Hong Kong, Taiwan, and Vietnam) which source the majority of our product and are subject to substantially lower local country income taxes. Our weighted average foreign effective tax rate the first quarter of 2012 was 16.8%, compared to 14.1% for the first quarter of 2011.

We continue to maintain a valuation allowance related to the net deferred tax assets in the United States. Future provisions for income taxes will include no tax benefits with respect to deferred tax assets generated and will reflect tax expense only to the extent of current payments until the valuation allowance in the United States is eliminated. The framework established in the accounting for income taxes guidance requires that all available positive and negative evidence be weighed to determine whether a valuation allowance should be recorded.

We have unrecognized tax benefits, inclusive of related interest and penalties, of $34.0 million and $59.1 million as of April 28, 2012 and April 30, 2011, respectively. The portion of the unrecognized tax benefits that would impact the effective income tax rate if recognized are $20.9 million and $27.2 million, respectively.

We anticipate that it is reasonably possible that the total amount of unrecognized tax benefits at April 28, 2012 will decrease by up to $2.3 million within the next twelve months. To the extent these tax benefits are recognized, the effective rate would be favorably impacted in the period of recognition by up to $1.5 million. The potential reduction primarily relates to potential settlements of on-going examinations with tax authorities and the potential lapse of the statutes of limitations in relevant tax jurisdictions.

As of April 28, 2012, it was our intention to permanently reinvest our 2012 undistributed earnings of foreign subsidiaries not currently subject to U.S. taxation, and no U.S. tax has been provided on these earnings. There is currently no intent to change the assertion for amounts previously treated as permanently reinvested related to prior year offshore earnings. If earnings were distributed, we would be subject to U.S. taxes and withholding taxes payable to various foreign governments. Based on the facts and circumstances at that time, we would determine whether a credit from foreign taxes already paid would be available to reduce or offset the U.S. tax liability.

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Net Earnings Attributable to Noncontrolling Interests

Net earnings attributable to noncontrolling interests represent our joint venture partners’ share of net earnings or losses on applicable international operations.

Non-GAAP Financial Measures

We use certain non-GAAP financial measures to assess performance. These measures are included as a complement to results provided in accordance with GAAP because we believe these non-GAAP financial measures help us explain underlying performance trends in our business and provide useful information to both management and investors. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.

We use adjusted earnings before interest, income taxes, depreciation and amortization (“adjusted EBITDA”) as a non-GAAP performance measure because we believe it reflects the Company’s core operating performance by excluding certain charges and the impact of the effect of financing and investing activities by eliminating the effects of interest, depreciation and amortization costs. The following table presents the reconciliation of net earnings to non-GAAP adjusted EBITDA:

	First Quarter
(dollars in millions)	2012		2011
Net earnings	$	34.0	$	28.2
Provision for income taxes		7.0		3.4
Net interest expense		8.2		10.8
Depreciation and amortization		30.1		32.6
Lease termination costs		1.7		—
Strategic review expenses		6.4		—
Employee severance and other exit costs		1.0		—
Adjusted EBITDA	$	88.4	$	75.0

The increase in adjusted EBITDA in the first quarter of 2012 compared to the first quarter of 2011 is primarily driven by higher gross margins, partially offset by an increase in selling, general and administrative expenses.

We also use free cash flow, defined as cash flow provided by operating activities less capital expenditures, as a non-GAAP performance measure because we believe it provides useful information about our liquidity, our ability to make investments and to service debt. The following table presents our calculation of free cash flow:

	First Quarter
(dollars in millions)	2012		2011
Cash flow provided by (used in) operating activities	$	36.2	$	(41.3	)
Less: Capital expenditures		22.0		10.8
Free cash flow	$	14.2	$	(52.1	)

The increase in free cash flow for the first quarter of 2012 compared to 2011 is primarily related to an increase in cash flow provided by operating activities, partially offset by an increase in capital expenditures. The increase in cash flow provided by operating activities is driven by favorable working capital changes in inventories and accrued expenses and higher profitability as a result of the growth in sales. The increase in capital expenditures is primarily due to the timing of payments for certain technology and store investments.

Finally, we use net debt, defined as total debt less cash and cash equivalents, as a non-GAAP performance measure as we believe it provides useful information about the relationship between our long-term debt obligations and our cash and cash equivalents balance at a point in time. The following table presents our calculation of net debt:

	First Quarter
(dollars in millions)	2012		2011
Total debt	$	608.7	$	663.3
Less: cash and cash equivalents		193.1		270.4
Net debt	$	415.6	$	392.9

Net debt increased in the first quarter of 2012 compared to the first quarter of 2011 primarily due to decreases in cash and cash equivalents caused by declines in cash provided by operations, offset by the decrease in total debt as a result of debt repayments in 2011.

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Reporting Segment Review of Operations

We operate our business using four reporting segments: Payless Domestic, Payless International, PLG Wholesale and PLG Retail. We evaluate the performance of our reporting segments based on segment net sales and segment operating profit. The following table reconciles reporting segment net sales to consolidated net sales and reporting segment operating profit to our consolidated operating profit for the first quarter of 2012 and 2011:

	First Quarter
(dollars in millions)	2012			2011
Reporting segment net sales:
Payless Domestic	$	513.9		$	498.4
Payless International		101.2			97.5
PLG Wholesale		230.2			212.5
PLG Retail		66.8			60.6
Total net sales	$	912.1		$	869.0
Reporting segment operating profit (loss):
Payless Domestic	$	23.3		$	13.0
Payless International		(1.4	)		3.0
PLG Wholesale		22.9			25.3
PLG Retail		4.4			1.1
Total operating profit	$	49.2		$	42.4

The following table presents the change in store count during the first quarter of 2012 and 2011 by reporting segment. We consider a store relocation to be both a store opening and a store closing.

	Payless Domestic			Payless International			PLG Retail			Total
First Quarter 2012:
Beginning store count		3,499			661			336			4,496
Stores opened		14			2			3			19
Stores closed		(33	)		(3	)		(3	)		(39	)
Ending store count		3,480			660			336			4,476
First Quarter 2011:
Beginning store count		3,794			667			383			4,844
Stores opened		13			4			4			21
Stores closed		(19	)		(1	)		(4	)		(24	)
Ending store count		3,788			670			383			4,841

As of April 28, 2012, we franchised 160 Payless and 25 PLG Retail stores compared to 79 Payless and 10 PLG Retail stores as of April 30, 2011. Franchised stores are not reflected in the table above.

Payless Domestic Segment Operating Results

The Payless Domestic reporting segment is comprised primarily of operations from the domestic retail stores under the Payless ShoeSource name, our sourcing operations and Collective Licensing.

	First Quarter
(dollars in millions)	2012			2011			Percent change 2012 vs. 2011
Net sales	$	513.9		$	498.4			3.1	%
Operating profit	$	23.3		$	13.0			79.2	%
Operating profit as % of net sales		4.5	%		2.6	%

For the first quarter of 2012, net sales for the Payless Domestic reporting segment increased 3.1% or $15.5 million, to $513.9 million, from the first quarter of 2011. The sales increase was primarily due to a comparable store sales increase of 8.7%, driven by higher conversion and traffic due to improved merchandise mix focused on increasing the percentage of Incredible Value Every Day product and more basic fashions.

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As a percentage of net sales, operating profit was 4.5% for the first quarter of 2012 compared to 2.6% in the first quarter of 2011. The percentage increase was driven by the leveraging of fixed costs due to higher net sales and reduced markdowns, partially offset by strategic review expenses, lease termination costs and other exit costs.

Payless International Segment Operating Results

Our Payless International reporting segment includes retail operations under the Payless ShoeSource name in Canada, the Central and South American Regions, Puerto Rico and the U.S. Virgin Islands, as well as franchising arrangements under the Payless ShoeSource name. For all periods presented, our franchising operations were not significant.

	First Quarter
(dollars in millions)	2012			2011			Percent change 2012 vs. 2011
Net sales	$	101.2		$	97.5			3.8	%
Operating (loss) profit	$	(1.4	)	$	3.0			(146.7	)%
Operating (loss) profit as % of net sales		(1.4	)%		3.1	%

For the first quarter of 2012, net sales for the Payless International reporting segment increased 3.8% or $3.7 million, to $101.2 million, from the first quarter of 2011. For the first quarter of 2012, same store sales increased one percent, driven by sales increases in Canada, partially offset by sales declines in Puerto Rico and Latin America.

As a percentage of net sales, operating loss was 1.4% for the first quarter of 2012 compared to operating profit of 3.1% in the first quarter of 2011. The decline was driven by higher product costs and lease termination costs this year compared to last year.

PLG Wholesale Segment Operating Results

The PLG Wholesale reporting segment is comprised of PLG’s wholesale operations, which primarily includes sales from the Stride Rite, Sperry Top-Sider, Saucony and Keds brands.

	First Quarter
(dollars in millions)	2012			2011			Percent change 2012 vs. 2011
Net sales	$	230.2		$	212.5			8.3	%
Operating profit	$	22.9		$	25.3			(9.5	)%
Operating profit as % of net sales		9.9	%		11.9	%

For the first quarter of 2012, net sales for the PLG Wholesale reporting segment increased 8.3% or $17.7 million, to $230.2 million, from the first quarter of 2011. The increase in net sales is due to global gains in the Sperry Top-Sider and Stride Rite brands, partially offset by declines in the Saucony and Keds brands.

As a percentage of net sales, operating profit was 9.9% for the first quarter of 2012 compared to 11.9% in the first quarter of 2011. The decrease was primarily driven by higher product costs, partially offset by the leveraging of fixed costs due to higher net sales.

PLG Retail Segment Operating Results

The PLG Retail reporting segment consists of PLG’s owned Stride Rite children’s stores, PLG’s outlet stores, store-in-stores at select Macy’s Department Stores and Sperry Top-Sider retail stores.

	First Quarter
(dollars in millions)	2012			2011			Percent change 2012 vs. 2011
Net sales	$	66.8		$	60.6			10.2	%
Operating profit	$	4.4		$	1.1			300.0	%
Operating profit as % of net sales		6.6	%		1.8	%

For the first quarter of 2012, net sales for the PLG Retail reporting segment increased 10.2% or $6.2 million, to $66.8 million, from the first quarter of 2011. The increase in revenues from external customers in the first quarter was primarily due to a comparable store sales increase of 14.9% and the contribution of new Sperry stores, partially offset by fewer Stride Rite Children’s stores.

As a percentage of net sales, operating profit was 6.6% for the first quarter of 2012 compared to 1.8% in the first quarter of 2011. The increase was driven by leveraging of fixed costs due to higher net sales on fewer stores.

29

Liquidity and Capital Resources

We ended the first quarter of 2012 with a cash and cash equivalents balance of $193.1 million, a decrease of $77.3 million from the 2011 first quarter. The decrease was due primarily to capital expenditures and repayment of debt.

As of April 28, 2012, our foreign subsidiaries and joint ventures had $130.7 million in cash located in financial institutions outside of the United States. A majority of this cash represents undistributed earnings of our foreign subsidiaries, a portion of which are indefinitely reinvested. In the event of a distribution to the U.S., those earnings could be subject to U.S. federal and state income taxes, net of foreign tax credits.

As of April 28, 2012, the borrowing base on our Amended Revolving Loan Facility was $300.0 million less $28.6 million in outstanding letters of credit, or $271.4 million. The variable interest rate including the applicable variable margin at April 28, 2012, was 1.11%. We had no borrowings on our Amended Revolving Loan Facility at any time during the first quarter of 2012.

We are subject to financial covenants under our Loan Facilities. We have a financial covenant under our Term Loan Facility agreement that requires us to maintain, on the last day of each fiscal quarter, a total leverage ratio of not more than 4.0 to 1. As of April 28, 2012, our leverage ratio, as defined in our Term Loan Facility agreement, was 2.4 to 1 and we were in compliance with all of our covenants. We expect, based on our current financial projections, to be in compliance with our covenants on our Loan Facilities for the next twelve months. Further, we believe that our liquid assets, cash generated from operations and amounts available under our Amended Revolving Loan Facility will provide us with sufficient funds for capital expenditures and other operating activities for at least the next twelve months.

Cash Flow Provided by Operating Activities

Cash flow provided by operations was $36.2 million in the first quarter of 2012, compared with cash flow used in operations of $41.3 million in the same period in 2011. The increase in cash flow from operations in the first quarter of 2012 compared to 2011 is primarily due to favorable working capital changes in inventories and accrued expenses, driven by changes in incentive-based compensation accruals.

Cash Flow Used in Investing Activities

Our capital expenditures totaled $22.0 million during the first quarter of 2012, compared with $10.8 million for the same period in 2011. The increase in capital expenditures was primarily due to the timing of payments for certain technology and store investments. Total capital expenditures in 2012 are expected to be approximately $80 million to $85 million compared to $99 million in 2011. We intend to use internal cash and cash flow from operations to finance all of these expenditures.

Cash Flow Used in Financing Activities

We have made the following common stock repurchases:

	First Quarter
	2012				2011
(dollars in millions, shares in thousands)	Dollars		Shares		Dollars		Shares
Stock repurchase program	$	—		—	$	2.0		93
Employee stock purchase, deferred compensation and stock incentive plans
		1.3		70		2.4		118
	$	1.3		70	$	4.4		211

Under the terms of our Credit Facilities, we are restricted on the amount of common stock we may repurchase. This limit may increase or decrease on a quarterly basis based upon our net earnings.

Contractual Obligations

For a discussion of our other contractual obligations, see a discussion of future commitments under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Form 10-K for the fiscal year ended January 28, 2012. There have been no significant developments with respect to our contractual obligations since January 28, 2012.

30

Financial Condition Ratios

A summary of key financial information for the periods indicated is as follows:

	April 28, 2012			April 30, 2011			January 28, 2012
Debt-capitalization Ratio*		46.0	%		43.6	%		48.6	%

* Debt-to-capitalization has been computed by dividing total debt by capitalization. Total debt is defined as long-term debt including current maturities, notes payable and borrowings under the revolving loan facility. Capitalization is defined as total debt and equity. The debt-to-capitalization ratio, including the present value of future minimum rental payments under operating leases as debt and as capitalization, was 67.7%, 65.5% and 70.3%, respectively, for the periods referred to above.

Critical Accounting Policies

For more information regarding our critical accounting policies, estimates and judgments, see the discussion under Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the year ended January 28, 2012. The following is an update to our critical accounting policies since January 28, 2012.

Accounting for Goodwill

We assess goodwill for impairment annually and at any other date when events or changes in circumstances indicate that the book value of our reporting units may exceed their fair value. A reporting unit is a component of a segment that constitutes a business, for which discrete financial information is available, and for which the operating results are regularly reviewed by management. We have five reporting units for the purposes of assessing goodwill: Payless Domestic, Payless International, PLG Wholesale, PLG Retail, and Collective Licensing.

The goodwill impairment test involves a two-step process. The first step is a comparison of each reporting unit’s fair value to its book value. If the book value of a reporting unit exceeds its fair value, goodwill is considered potentially impaired and the Company must complete the second step of the goodwill impairment test. The amount of impairment is determined by comparing the implied fair value of reporting unit goodwill to the book value of the goodwill in the same manner as if the reporting unit was being acquired in a business combination. Specifically, we would allocate the fair value to all of the assets and liabilities of the reporting unit in a hypothetical analysis that would calculate the implied fair value of goodwill. If the implied fair value of goodwill is less than the recorded goodwill, we would recognize an impairment charge for the difference.

The fair value of the reporting units is determined using a combined income and market approach. The income approach uses a reporting unit’s projection of estimated cash flows and is discounted using a weighted-average cost of capital that reflects current market conditions. The market approach may involve use of the guideline transaction method, the guideline company method, or both. The guideline transaction method makes use of available transaction price data of companies engaged in the same or a similar line of business as the respective reporting unit. The guideline company method uses market multiples of publicly traded companies with operating characteristics similar to the respective reporting unit. We consider value indications from both the income approach and market approach in estimating the fair value of each reporting unit in our analysis. We also compare the aggregate fair value of our reporting units to our market capitalization plus a control premium at each reporting period.

As a result of the May 1, 2012 announcement of our proposed sale to a consortium, a triggering event occurred requiring us to perform an assessment of goodwill at a date other than our annual date. During this assessment, we determined that the fair value of our reporting units exceeded their book value and, as such, there was no impairment of our goodwill.

Our goodwill balance by reporting segment and reporting unit as of April 28, 2012 is as follows:

Reporting Segment	Reporting Unit	Goodwill Balance (in millions)
PLG Wholesale	PLG Wholesale	$	239.6
Payless Domestic	Collective Licensing		30.2
Total		$	269.8

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Management judgment is a significant factor in determining whether an indicator of impairment has occurred. We rely on estimates in determining the fair value of each reporting unit, which include the following critical quantitative factors:

• Anticipated future cash flows and long-term growth rates for each reporting unit. The income approach to determining fair value relies on the timing and estimates of future cash flows, including an estimate of long-term growth rates. The projections use our estimates of economic and market conditions over the projected period including growth rates in sales and estimates of expected changes in operating margins. Our projections of future cash flows are subject to change as actual results are achieved that differ from those anticipated. Actual results could vary significantly from estimates.

• Selection of an appropriate discount rate. The income approach requires the selection of an appropriate discount rate, which is based on a weighted average cost of capital analysis. The discount rate is subject to changes in short-term interest rates and long-term yield, as well as variances in the typical capital structure of marketplace participants in our industry. The discount rate is determined based on assumptions that would be used by marketplace participants, and for that reason, the capital structure of selected marketplace participants is used in the weighted average cost of capital analysis. Because the selection of the discount rate is dependent on several variables, it is possible that the discount rate could change from year to year.

Our PLG Wholesale reporting unit passes step one by a significant margin. A 50 basis point decrease in our assumed future cash flow growth rates, keeping all other variables constant, would cause our Collective Licensing reporting unit to fail step one of the goodwill impairment test. A 50 basis point increase in our assumed discount rate, keeping all other variables constant, would cause our Collective Licensing reporting unit to fail step one of the goodwill impairment test. Under either scenario, we would be required to perform step two of the goodwill impairment test, which could result in the recognition of a significant impairment charge.

In future periods, if our goodwill were to become impaired, the resulting impairment charge could have a material impact on our financial position and results of operations.

Accounting for Intangible Assets

Indefinite-lived intangible assets are not amortized, but are tested for impairment annually and more frequently if circumstances indicate potential impairment, through a comparison of fair value to its carrying amount. Favorable leases, certain tradenames and other intangible assets with finite lives are amortized over their useful lives using the straight-line method. Customer relationships are amortized based on the time period over which the benefits of the asset are expected to occur.

As a result of the May 1, 2012 announcement of our proposed sale to a consortium, a triggering event occurred requiring us to perform an assessment of indefinite-lived tradenames at a date other than our annual date. During this assessment, we determined that the fair value of our indefinite-lived tradenames exceeded their book value and, as such, there was no impairment charge recorded.

In future periods, if our indefinite-lived tradenames were to become impaired, the resulting impairment charge could have a material impact on our financial position and results of operations.

New Accounting Standards

See Note 13 of the Condensed Consolidated Financial Statements for new accounting standards, including the expected dates of adoption and estimated effects on our Condensed Consolidated Financial Statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Interest on our Amended Revolving Loan Facility is based on LIBOR plus a variable margin of 1.75% to 2.25%, or the base rate, as defined in the credit agreement. If we were to borrow against the Amended Revolving Loan Facility, borrowing costs may fluctuate depending upon the volatility of LIBOR. On August 24, 2007, we entered into an interest rate contract for $540 million to hedge a portion of our variable rate Term Loan Facility. The interest rate contract provides for a fixed interest rate of approximately 7.75%, portions of which matured on a series of dates through May 17, 2012. The unhedged portion of the Term Loan Facility is subject to interest rate risk depending on the volatility of LIBOR. As of April 28, 2012, a 100 basis point increase in LIBOR on the unhedged portion of the Company’s Term Loan Facility, which totals $393.1 million, would impact pretax interest expense by approximately $3.9 million annually or approximately $1.0 million per quarter.

Foreign Currency Risk

We have operations in foreign countries; therefore, our cash flows in U.S. dollars are impacted by fluctuations in foreign currency exchange rates. We adjust our retail prices, when possible, to reflect changes in exchange rates to mitigate this risk. To further mitigate this risk, we may, from time to time, enter into forward contracts to purchase or sell foreign currencies.

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A significant percentage of our footwear is sourced from the People’s Republic of China (the “PRC”). The national currency of the PRC, the Yuan, is currently not a freely convertible currency. The value of the Yuan depends to a large extent on the PRC government’s policies and upon the PRC’s domestic and international economic and political developments. During 2005, the PRC government adopted an exchange rate system based on a trade-weighted basket of foreign currencies of the PRC’s main trading partners. Under this “managed float” policy, the exchange rate of the Yuan may shift each day up to 0.5% in either direction from the previous day’s close, and as a result, the valuation of the Yuan may increase incrementally over time should the PRC central bank allow it to do so, which could significantly increase the cost of the products we source from the PRC. As of April 27, 2012, the last day of trading in our quarter, the exchange rate was 6.30 Yuan per U.S. dollar compared to 6.50 Yuan per U.S. dollar at the end of our first quarter 2011 and 6.28 Yuan per U.S. dollar at the end of our 2011 fiscal year.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management is responsible for establishing disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic Securities Exchange Act of 1934 reports is recorded, processed, summarized and reported within the time periods specified in the Securities Exchange Commission’s (“SEC”) rules and forms and that such information is accumulated and communicated to our management, including the Chief Executive Officer and President and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

As of the end of the period covered by this Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective and designed to ensure that information required to be disclosed in periodic reports filed with the SEC is recorded, processed, summarized and reported within the time period specified. Our principal executive officer and principal financial officer also concluded that our controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to management including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the first quarter of fiscal year 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Other than as described below, there are no pending legal proceedings other than ordinary, routine litigation incidental to the business to which the Company is a party or of which its property is subject, none of which the Company expects to have a material impact on its financial position, results of operations or cash flows.

Shareholder Litigation

On January 25, 2012, a federal lawsuit was filed in the District of Kansas entitled Local 191 I.B.E.W. Joint Trust Funds v. Collective Brands, et al., Case No. 12-cv-2046 (KHV), naming as defendants the Company, Matthew Rubel, Douglas Treff and Douglas Boessen. The federal complaint purports to state claims under Sections 10(b) and 20(a) of the 1934 Securities Exchange Act, generally alleging that defendants caused the Company to issue false and/or materially misleading public statements concerning its business financial results between December 1, 2010 and May 24, 2011. Plaintiff claims this resulted in the Company common stock trading at artificially inflated levels beginning in December 2010, followed by a sharp decline in the trading price when the Company released its financial results after the close of trading on May 24, 2011.

Subsequently, after the public announcement of the proposed merger, five lawsuits were filed in the Court of Chancery of the State of Delaware: on May 4, 2012, Dusablon v. Collective Brands, Inc., et al., case no. 7498; on May 9, 2012, Augenbaum v. Rubel, et al., case no. 7509; on May 11, 2012, Walker v. Collective Brands, Inc., et al., case no. 7523; on May 17, 2012, Strobeck v. Collective Brands, Inc. et al., case no. 7538; and, Son et al. v. Collective Brands, Inc. et al., case no. 7542. These suits were filed against some or all of the following parties: the Company, its directors and certain of its former and current executive officers, and Blum, Golden

33

Gate, Wolverine, Parent and Merger Sub. A previously pending stockholder derivative lawsuit, Israni v. Rubel, et al., case no. 12C297, filed in the District Court of Shawnee County, Kansas was amended on May 2, 2012 to include class action allegations relating to the merger agreement and naming the Company, its directors and certain of its former and current executive officers, Blum, Golden Gate, and Wolverine as defendants.

Each of the Delaware complaints and the Kansas state court complaint generally allege, among other things, that the Company’s board of directors and certain of our executive officers have violated various fiduciary duties relating to maximizing stockholder value in negotiating and approving the merger, and that the Company, Blum, Golden Gate and Wolverine aided and abetted such alleged breaches of fiduciary duties. The two Kansas complaints additionally allege that the Company, its directors and certain of its executive officers made materially false and misleading statements regarding the Company’s performance during the third fiscal quarter of 2010, which resulted in the Company’s common stock trading at artificially inflated levels in December 2010, followed by a sharp decline in the trading price when the Company released its financial results in May 2011; and, that the Company, its directors and certain of its executive officers authorized payments to former CEO Matthew E. Rubel upon his termination that were not in the best interests of the Company. Further, the Kansas state court complaint alleges that the Company’s directors are attempting to evade any liability related to the alleged false and misleading statements by entering into the merger agreement with buyers who will indemnify the Company’s directors from any such liability. The plaintiffs seek various remedies, including an injunction against the merger and/or the stockholder vote, declaratory relief with respect to the alleged breaches of fiduciary duty, and monetary damages including attorneys’ fees and expenses.

All defendants deny any wrongdoing in connection with the proposed merger or any of the events that preceded it, and plan to vigorously defend against all pending claims.

ITEM 1A. RISK FACTORS

For more information regarding our risk factors, see Item 1A in our Form 10-K for the year ended January 28, 2012. There have been no changes to the risk factors disclosed in our 2011 Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table provides information about purchases by us (and our affiliated purchasers) during the quarter ended April 28, 2012, of equity securities that are registered by us pursuant to Section 12 of the Exchange Act:

Period	Total Number of Shares Purchased (1) (in thousands)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (in thousands)		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
01/29/12 – 02/25/12		—	$	—		—	$	124.0
02/26/12 – 03/31/12		56		18.41		—		124.0
04/01/12 – 04/28/12		14		19.25		—		124.0
Total		70	$	18.58		—	$	124.0	(2)

⁽¹⁾  Includes an aggregate of approximately 70 thousand shares of our common stock that was repurchased in connection with our employee stock purchase and stock incentive plans.

⁽²⁾  On March 2, 2007 our Board of Directors authorized an aggregate of $250 million of share repurchases. The timing and amount of share repurchases, if any, are limited by the terms of our Credit Agreement and Senior Subordinated Notes.

ITEM 4. MINE SAFETY DISCLOSURES

None.

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ITEM 6. EXHIBITS

(a) Exhibits:

Number	Description
10.1	Collective Brands, Inc. Supplementary Retirement Account Balance Plan as amended and restated May 1, 2012* ±
10.2	2012 Restricted Stock Plan for Non-Management Directors Form of Award Agreement* ±
10.3	Form of Award Agreement for 2010 Long Term Discretionary Cash Award Agreement* ±
10.4	Form of Award Agreement for 2011 Long Term Discretionary Cash Award Agreement* ±
10.5	Form of Award Agreement for Long Term Discretionary Cash Award Agreement Amendment* ±
10.6	2012 Collective Brands, Inc. Stock Incentive Plan* ±
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and President*
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Division Senior Vice President -Chief Financial Officer and Treasurer*
32.1	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and President*
32.2	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Division Senior Vice President - Chief Financial Officer and Treasurer*
101	The following financial information from the Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2012, formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith: (i) the Condensed Consolidated Statements of Earnings (Unaudited) for the 13 Weeks Ended April 28, 2012 and April 30, 2011; (ii) the Condensed Consolidated Balance Sheets (Unaudited) as of April 28, 2012, April 30, 2011 and January 28, 2012; (iii) the Condensed Consolidated Statements of Equity (Unaudited) for the 13 Weeks Ended April 28, 2012 and April 30, 2011; (iv) the Condensed Consolidated Statements of Comprehensive Income for the 13 Weeks Ended April 28, 2012 and April 30, 2011; (v) the Condensed Consolidated Statements of Cash Flows (Unaudited) for the 13 Weeks Ended April 28, 2012 and April 30, 2011; and (vi) the Notes to the Condensed Consolidated Financial Statements (Unaudited).**

± Indicates management contract or compensatory plan, contract or agreement

* Filed herewith

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

35

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: June 6, 2012	By: /s/ Michael J. Massey
	Michael J. Massey
	Chief Executive Officer and President
	(Principal Executive Officer)
Date: June 6, 2012	By: /s/ Douglas G. Boessen
	Douglas G. Boessen
	Division Senior Vice President -
	Chief Financial Officer and Treasurer
	(Principal Financial and Accounting Officer)

36

EX-10.1

Exhibit 10.1

COLLECTIVE BRANDS, INC.

SUPPLEMENTARY RETIREMENT ACCOUNT PLAN

As Amended and Restated May 1, 2012

TABLE OF CONTENTS

Section 1. Definitions	1
1.1 Account Balance	1
1.2 Actuarial Equivalent	1
1.3 Associate	1
1.4 Basic Credit	1
1.5 Basic Credit Account	1
1.6 Cause	1
1.7 CEO	2
1.8 Change in Control of the Company	2
1.9 Code	3
1.10 Committee	3
1.11 Company	4
1.12 Company Service	4
1.13 Compensation	4
1.14 Competing Business	4
1.15 Discretionary Credit	5
1.16 Discretionary Credit Account	5
1.17 Effective Date	6
1.18 Employer	6
1.19 Executive Management Member	6
1.20 Fiscal Year	6
1.21 Key Employee	6
1.22 Member	6
1.23 Minimum Benefit	6

1.24 Payless Profit Sharing Plan	6
1.25 Payment Date	6
1.26 Performance Credit	6
1.27 Performance Credit Account	6
1.28 Performance Goal	7
1.29 Performance Measures	7
1.30 Plan Year	7
1.31 Termination of Employment	7
1.32 Transition Credit	7
1.33 Transition Credit Account	7
1.34 Trust	8
Section 2. Membership	8
2.1 Prior Members	8
2.2 New Members	8
2.3 Reemployed Members	8
2.4 Eligibility for Benefits	9
Section 3. Benefits	9
3.1 Transition Credit	9
3.2 Basic Credit	10
3.3 Performance Credit	11
3.4 Discretionary Credit	11
3.5 Vesting	12
3.6 Adjustment of Account Balance	12
3.7 Minimum Benefit	13

3.8 Distributions to Members	13
3.9 Death of Member	15
3.10 Noncompetition	15
3.11 Indirect Payment of Benefits	16
3.12 Withholding	16
Section 4. Administration of the Plan	16
4.1 The Committee	16
4.2 Delegation of Duties	17
4.3 Authority	17
Section 5. Claims Procedure	17
5.1 Claim	17
5.2 Claim Decision	17
5.3 Request for Review	18
5.4 Review of Decision	18
Section 6. Certain Rights and Obligations	19
6.1 Rights of Members and Beneficiaries	19
6.2 Employer-Associate Relationship	20
6.3 Unfunded Nature of Plan	20
6.4 Trust	20
Section 7. Non-Alienation of Benefits	20
7.1 Provisions with Respect to Assignment and Levy	20
7.2 Alternate Application	21

Section 8. Amendment and Termination	21
8.1 Company’s Rights	21
8.2 Rights to Terminate	21
Section 9. Construction	21
9.1 Governing Law	21
9.2 Terms and Headings	21

Collective Brands, Inc. Supplementary Retirement Account Plan

This document constitutes and sets forth the terms of the Collective Brands, Inc. Supplementary Retirement Account Plan, which is an amendment and restatement of the Payless ShoeSource Supplementary Retirement Plan effective as of January 1, 2008. The Plan was further amended and restated with a second amendment effective January 1, 2008, to specify that upon a Change in Control, as later defined, the trustee of the Trust referred to herein, shall assume responsibility for administering the Plan. On May 1, 2012, the Plan was amended and restated to provide for a prorated Member Basic Credit in the event that the Plan is closed, frozen or terminated in connection with a Change of Control.

Section 1. Definitions.

1.1     Account Balance means, with respect to a Member, a credit on the records of the Employer equal to the sum of (i) the Transition Credit Account balance, (ii) the Basic Credit Account balance, (iii) the Performance Credit Account balance, and (iv) the Discretionary Credit Account balance. The Account Balance, and each component thereof, shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Member, or his or her designated beneficiary, pursuant to this Plan.

1.2     Actuarial Equivalent means a benefit of equivalent value when computed on the basis of the actuarial principles and tables adopted or otherwise approved by the Committee.

1.3     Associate means any associate of an Employer under the Payless Profit Sharing Plan.

1.4     Basic Credit means, for any one Plan Year, the amount determined in accordance with Section 3.2.

1.5     Basic Credit Account means (i) the sum of the Member’s Basic Credits, plus (ii) amounts credited in accordance with all the applicable crediting provisions of this Plan that relate to the Member’s Basic Credit Account, less (iii) all distributions made to the Member or his or her beneficiary pursuant to this Plan that relate to the Member’s Basic Credit Account.

1.6     Cause means:

(a) the willful and continued failure by the Member to substantially perform his or her duties with the Company or an Employer (other than any such failure resulting from disability or, in the case of a Member with whom the Company or an Employer has entered into a change in control agreement providing for termination of employment for good reason following a Change in Control of the Company, any such actual or anticipated failure after the Member notifies the Company or an Employer of circumstances constituting good reason which occur after a Change in Control of the Company) after a written demand for substantial performance is delivered to the Member by the Company or Employer, which demand specifically identifies the manner in which the Company or Employer believes the Member has not substantially performed his or her duties, or

(b) the willful engaging by the Member in conduct that is demonstrably and materially injurious to the Company or Employer, monetarily or otherwise;

provided, however, that a Termination of Employment shall not be deemed for Cause if the Member’s employment agreement with the Company provides a definition of “cause” under which “cause” has not occurred. For the purposes of this Section 1.6, “good reason” has the meaning set forth in the change in control agreement between the Member and the Company or an Employer, if any.

1.7 CEO means the Company’s Chief Executive Officer.

1.8 Change in Control of the Company means:

(a) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this Section 1.8(a), none of the following shall constitute a Change of Control: (i) any acquisition directly from the Company of 30% or less of Outstanding Company Common Stock or Outstanding Company Voting Securities provided that at least a majority of the members of the board of directors of the Company following such acquisition were members of the Incumbent Board at the time of the Board’s approval of such acquisition, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliated company, or (iv) any acquisition by the Company which, by reducing the number of shares of Outstanding Company Common Stock or Outstanding Company Voting Securities, increases the proportionate number of shares of Outstanding Company Common Stock or Outstanding Company Voting Securities beneficially owned by any Person to 20% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities; provided, however, that, if such Person shall thereafter become the beneficial owner of any additional shares of Outstanding Company Common Stock or Outstanding Company Voting Securities and beneficially owns 20% or more of either the Outstanding Company Common Stock or the Outstanding Company Voting Securities, then such additional acquisition shall constitute a Change of Control;

(b) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however,

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that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(c) A reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”) is consummated, in each case, unless, immediately following such Business Combination, (A), more than 50%, respectively, of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of (x) the corporation resulting from such Business Combination or (y) a corporation that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries, is represented by the Outstanding Company Common Stock and the Outstanding Company Voting Securities (or, if applicable, is represented by shares into which Outstanding Company Common Stock or Outstanding Company Voting Securities were converted pursuant to such Business Combination) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(d) The stockholders of the Company approve of a complete liquidation or dissolution of the Company.

1.9       Code means the Internal Revenue Code of 1986, as amended from time to time.

1.10     Committee means (i) for purposes of establishing and determining the satisfaction of Performance Goals under Sections 1.28 and 3.3, the Compensation, Nominating and Governance Committee of the board of directors of the Company, and (ii) for all other purposes under the Plan, the committee established by Section 4 of this Plan.

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1.11     Company means Collective Brands, Inc., a Delaware corporation, and any other organization which may be a successor to it.

1.12     Company Service means years of service during employment with an Employer, any other subsidiary of the Company or any other affiliated company, determined using the elapsed time method. Members shall receive a year of Company Service on each anniversary date of their commencement of employment with an Employer, subject to any limitations or restrictions as may be imposed in connection with such Employer’s adoption of the Plan; provided, however, that Company Service shall also include service with The May Department Stores Company for a Member who commenced employment with Payless ShoeSource, Inc.:

(a) on or before May 4, 1996, or

(b) prior to January 1, 1999 and received credit for service with The May Department Stores Company for benefits purposes at the time of the Member’s initial employment with Payless ShoeSource, Inc.

In the event of a Member’s Termination of Employment and subsequent reemployment by an Employer, any other subsidiary of the Company or any other affiliated company:

(c) within 31 days, Company Service shall include the period between such Termination of Employment and such reemployment and Company Service earned prior to such Termination of Employment;

(d) after 31 days but within one year, Company Service shall not include the period between such Termination of Employment and such reemployment, but shall include Company Service earned prior to such Termination of Employment; or

(e) after one year, Company Service shall not include the period between such Termination of Employment and such reemployment, and Company Service earned prior to such Termination of Employment shall be forfeited.

1.13     Compensation means base salary and any annual incentive payment received by an Associate from any Employer during any Plan Year, including amounts not otherwise includable in the Member’s taxable income pursuant to Code Section 125 or 402(e)(3), and amounts subject to the Collective Brands, Inc. Deferred Compensation Plan. Compensation shall not include any discretionary or special cash awards, including, but not limited to, retention, spot awards, home sale bonuses, CEO discretionary cash awards and sign on bonuses.

1.14     Competing Business includes for purposes of this Plan, but is not limited to, the following:

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(a) any retail business with gross sales or revenue in the prior fiscal year of more than $25 million (or which is a subsidiary, affiliate or joint venture partner of a business with gross sales or revenue in the prior fiscal year of more than $25 million) that sells footwear and/or accessories at retail to consumers at price points competitive, or likely to be competitive, with the Company (e.g. including, without limitation, Wal-Mart Stores, Inc., Sears Holdings Corporation, Target Corporation, Shoe Zone Limited, Bata Limited, Aldo Shoes, Inc., Genesco, Inc., Footlocker, Inc., Brown Shoe Company, Inc., Shoe Carnival, Inc., Kohl’s Corporation, Liz Claiborne Inc., Big 5 Sporting Goods Corporation, and J.C. Penney Company, Inc.) within 10 miles of any Company store or the store of any wholesale customer of the Company in the United States or anywhere in any foreign country in which the Company has retail stores, franchisees or wholesale customers;

(b) any franchising or wholesaling business with gross sales or revenue in the prior fiscal year of more than $25 million (or which is a subsidiary, affiliate or joint venture partner of a business with gross sales or revenue in the prior fiscal year of more than $25 million) which sells footwear at wholesale to franchisees, retailers or other footwear distributors located within 10 miles of any Company store or the store of any wholesale customer of the Company in the United States, or anywhere in any foreign country in which the Company has retail stores, franchisees or wholesale customers;

(c) any footwear and/or accessory manufacturing business with gross sales or revenue in the prior fiscal year of more than $25 million (or which is a subsidiary, affiliate or joint venture partner of a business with gross sales or revenue in the prior fiscal year of more than $25 million) that sells footwear and/or accessories to retailers or other footwear distributors located within 10 miles of any Company store or the store of any wholesale customer of the Company in the United States, or anywhere in any foreign country in which the Company has retail stores, franchisees or wholesale customers (e.g. including without limitation, Nine West Shoes, Dexter Shoe Company, Liz Claiborne Inc., Wolverine World Wide, Inc., The Timberland Company, Nike, Inc., Reebok International Ltd., K-Swiss Inc. and Adidas Salomon AG); or

(d) any business that provides buying office services to any store or group of stores or businesses referred to in (a), (b) and (c) above.

1.15     Discretionary Credit means, for any one Plan Year, the amount determined in accordance with Section 3.4.

1.16     Discretionary Credit Account means (i) the sum of the Member’s Discretionary Credits, plus (ii) amounts credited in accordance with all the applicable crediting provisions of this Plan that relate to the Member’s Discretionary Credit Account, less (iii) all distributions made to the Member or his or her beneficiary pursuant to this Plan that relate to the Member’s Discretionary Credit Account.

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1.17     Effective Date means January 1, 2008. The Plan was originally effective on May 4, 1996.

1.18     Employer means the Company and, if authorized by the Company to participate herein, any subsidiary of the Company or any other affiliated company which elects to participate herein.

1.19     Executive Management Member means any Member who is employed by an Employer in a position at the level of Vice President or above.

1.20     Fiscal Year means the fiscal year of the Company.

1.21     Key Employee shall means any Member who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof) based upon the 12-month period ending on each December 31^st (such 12-month period is referred to below as the “identification period”). All Members who are determined to be key employees under Code Section 416(i) (without regard to paragraph (5) thereof) during the identification period shall be treated as Key Employees for purposes of the Plan during the 12-month period that begins on the first day of the 4^th month following the close of such identification period. For purposes of determining whether a Member is a Key Employee, the definition of compensation set forth in Treasury Regulation Section 1.415(c)-2(a) shall be applied [without respect to any safe harbor provided in Section 1.415(c)-2(d), without respect to the special timing rules in Section 1.415(c)-2(e), and without respect to any of the special rules in Section 1.415(c)-2(g)].

1.22     Member means any person included in the membership of the Plan as provided in Section 2.

1.23     Minimum Benefit means the amount determined in accordance with Section 3.7.

1.24     Payless Profit Sharing Plan means the Payless ShoeSource, Inc. 401(k) Profit Sharing Plan, as amended from time to time, and any other successor retirement plan which may be designated by the Committee, including the Payless ShoeSource, Inc. Profit Sharing Plan for Puerto Rico Associates.

1.25     Payment Date means January 1 or July 1 of any Plan Year; provided, however, that payment on any subsequent day during the same Plan Year shall constitute payment on the applicable Payment Date.

1.26     Performance Credit means, for any one Plan Year, the amount determined in accordance with Section 3.3.

1.27     Performance Credit Account means (i) the sum of the Member’s Performance Credits, plus (ii) amounts credited in accordance with all the applicable crediting provisions of this Plan that relate to the Member’s Performance Credit Account, less (iii) all distributions made to the Member or his or her beneficiary pursuant to this Plan that relate to the Member’s Performance Credit Account.

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1.28     Performance Goal means the goal or goals established with respect to the Executive Management Members for a Plan Year by the Committee pursuant to Section 3.3.

1.29     Performance Measures means any of the following performance criteria, either alone or in any combination, and may be expressed with respect to the Company or one or more operating units, groups, or any Employer, as the Committee may determine: cash flow; cash flow from operations; total earnings; earnings per share, diluted or basic; earnings per share from continuing operations, diluted or basic; earnings before interest and taxes; earnings before interest, taxes, depreciation, and amortization; earnings from continuing operations; net asset turnover; inventory turnover; net earnings; operating earnings; operating margin; return on equity; return on net assets; return on total assets; return on capital; return on investment; return on sales; revenues; sales; market share; economic value added; expense reduction levels; stock price; total shareholder return and operating income. For any Plan Year, Performance Measures may be determined on an absolute basis or relative to internal goals or relative to levels attained in a year or years prior to such Plan Year or related to other companies or indices or as ratios expressing relationships between two or more Performance Measures. For any Plan Year, the Committee shall provide how any Performance Measure shall be adjusted to the extent necessary to exclude the effects of extraordinary, unusual, or non-recurring items; changes in applicable laws, regulations, or accounting principles; currency fluctuations; discontinued operations; non-cash items, such as amortization, depreciation, or reserves; or any recapitalization, restructuring, reorganization, merger, acquisition, divestiture, consolidation, spin-off, split-up, combination, liquidation, dissolution, sale of assets, or other similar corporate transaction, or stock dividends, or stock splits or combinations.

1.30     Plan Year means the period between January 1^st and December 31^st of each year.

1.31     Termination of Employment means a Member’s separation from service with all Employers, other subsidiaries of the Company and other affiliated companies, involuntarily or voluntarily, for any reason other than death, as determined in accordance with Code Section 409A.

1.32     Transition Credit means the amount determined in accordance with Section 3.1.

1.33     Transition Credit Account means (i) the Member’s Transition Credit, plus (ii) amounts credited in accordance with all the applicable crediting provisions of this Plan that relate to the Member’s Transition Credit Account, less (iii) all distributions made to the Member or his or her designated beneficiary pursuant to this Plan that relate to the Member’s Transition Credit Account.

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1.34     Trust means one or more trusts, commonly referred to as a “rabbi trust,” established between the Company and the trustee named therein, as amended from time to time.

Section 2. Membership.

2.1      Prior Members. Each Associate who was a Member on December 31, 2007, under the terms and conditions of the Plan in effect on such date, shall continue to be a Member on the Effective Date.

2.2     New Members. On or after the Effective Date, each Associate not described in Section 2.1 shall become a Member hereunder on January 1 of the first Plan Year (or such earlier date determined by the Committee, in its sole discretion) on or after the date that both of the following requirements are satisfied:

(a) such Associate is employed by an Employer in a position at the level of Director or above; and

(b) such Associate’s base salary in effect on December 31 of the immediately preceding Plan Year (or such other date determined by the Committee, in its sole discretion) equaled or exceeded 150% of the dollar amount in effect under Code Section 414(q) for such Plan Year or such larger amount that the Committee, in its sole discretion, determines for such Plan Year;

provided, however, that any Associate who is employed by an Employer that is organized under the laws of any country other than the United States, or who participates in the retirement or pension scheme of any such country, shall not be eligible to become a Member; provided, however, that if an Associate is not employed by an Employer on the date the requirements under this Section 2.2 are satisfied, such Associate shall not become a Member until the date he or she becomes employed by an Employer; provided, however, the CEO as of the Effective Date shall not be a Member; provided, however, that an Associate shall not become a Member if an employment agreement between such Associate and an Employer provides that such Associate shall not become a Member; provided, however, that, on or before the date an Associate would otherwise become a Member under this Section 2.2, the Committee may, in its sole discretion, exclude such Associate from membership in the Plan (and, in its sole discretion, the Committee may designate any such Associate as a Member as of any subsequent date that the Committee determine, provided that such Associate satisfies the requirements under this Section 2.2 on such date).

2.3     Reemployed Members. In the event of a Member’s Termination of Employment and subsequent reemployment by an Employer:

(a) if such reemployment occurs within one year after the date of such Termination of Employment, such former Member shall resume active membership in the Plan on the date of such reemployment, provided that such former Member is reemployed in a position at the level of Director or above and his or her base salary in effect upon such reemployment equals or exceeds the dollar amount determined under Section 2.2(b) for the immediately preceding Plan Year;

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(b) if such reemployment occurs more than one year after the date of such Termination of Employment, or such former Member is reemployed in a position below the level of Director or his or her base salary in effect upon such reemployment is less than the dollar amount determined under Section 2.2(b) for the immediately preceding Plan Year, such former Member must subsequently satisfy the requirements set forth in Section 2.2 to resume active membership in the Plan on January 1 of the first Plan Year on or after the date such requirements are satisfied.

If any such former Member is receiving annual installment payments under the Plan, such payments shall continue following reemployment and, if such former Member resumes active membership in the Plan, a new Account Balance shall be established for such former Member in accordance with the applicable terms and conditions of the Plan.

2.4     Eligibility for Benefits. Notwithstanding anything herein to the contrary, with respect to any Member (whether described in Section 2.1, 2.2 or 2.3), on the date:

(a) such Member is transferred to any subsidiary of the Company or any other affiliated company which is not an Employer, or

(b) such Member is demoted to a position below the level of Director, such Member shall cease to be eligible for any Basic Credit, Performance Credit or Discretionary Credit for any Plan Year ending on or after such date, except as otherwise provided in Section 3.2, 3.3 or 3.4, unless such Member subsequently satisfies the requirements set forth in Section 2.2 to resume active membership in the Plan on January 1 of the first Plan Year on or after the date such requirements are satisfied. Notwithstanding anything herein to the contrary, a Member whose base salary is reduced to less than the dollar amount determined under Section 2.2(b) for the immediately preceding Plan Year shall remain eligible for Basic Credits, Performance Credits and Discretionary Credits, in accordance with the applicable provisions of the Plan, unless the Committee determines, in its sole discretion, that such continued eligibility would result in the Plan ceasing to be maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

Section 3. Benefits.

3.1     Transition Credit. As of the Effective Date, the Employer shall credit the greatest of the following amounts to the Transition Credit Account of a Member described in Section 2.1:

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(a) The Actuarial Equivalent of the annual supplementary retirement benefit payable to such Member upon attainment of age 65 (or, if later, on the Effective Date), based on such Member’s Average Annual Compensation, Plan Service, Annual Estimated Social Security Benefits, Annual Retirement Benefits Offset and Annual Minimum Benefit Amount as determined as of the day immediately preceding the Effective Date in accordance with the provisions of the Plan in effect on such date.

(b) An amount equal to the product of 5% of such Member’s base salary in effect on the Effective Date multiplied by such Member’s Plan Service prior to the Effective Date, as determined in accordance with the provisions of the Plan in effect on such date.

(c) In the case of a Member whose projected Account Balance upon attainment of age 65 would be less than the Actuarial Equivalent of the projected annual supplementary retirement benefit payable to such Member upon attainment of age 65 under the terms of the Plan in effect on the day immediately preceding the Effective Date, as determined in accordance with such assumptions and methodology as are prescribed by the Committee, an amount that would limit such reduction to 25%; provided, however, this Section 3.1(c) shall apply only in the case of a Member (i) whose age plus years of Plan Service as of the day immediately preceding the Effective Date, as determined in accordance with the provisions of the Plan in effect on such date, equals or exceeds 55, and (ii) who has completed at least five years of such Plan Service as of the day immediately preceding the Effective Date.

3.2     Basic Credit. For each Plan Year ending after the date an Associate becomes a Member, the Employer shall credit to the Basic Credit Account of such Member an amount equal to 5% of such Member’s Compensation for such Plan Year; provided, however that no such amount shall be credited for a Plan Year in the case of a Member (i) who is not employed by an Employer, any other subsidiary of the Company or any other affiliated company on December 31 of such Plan Year, unless otherwise determined by the Committee, in its sole discretion, in the case of a Member whose Termination of Employment is not due to Cause, or (ii) who is demoted to a position below the level of Director during such Plan Year, unless otherwise determined by the Committee, in its sole discretion; provided, however, the Committee may, in its sole discretion, reduce the amount of the Basic Credit for any Plan Year for any Member for any nondiscriminatory reason. If a Member commences membership during a Plan Year on a date other than January 1, such Member’s Basic Credit for such Plan Year for such Plan Year shall be based on Compensation paid on or after the date such membership commences. The Basic Credit for the Plan Year in which a Member is transferred to any subsidiary of the Company or any other affiliated company which is not an Employer shall be based on Compensation paid on or before the date of such transfer, demotion or reduction. The Basic Credit for any Plan Year shall be credited to a Member’s Basic Credit Account as of a date in the following Plan Year determined by the Committee that is not later than April 15. Notwithstanding the above, a Member shall receive a prorated Basic Credit to their Member Basic Credit Account for a Plan Year in which the Plan is closed, frozen or terminated, if the Plan is closed, frozen or terminated within the period commencing 30 days prior to a Change of Control and ending twelve months following the

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Change of Control if (i) the Member is employed with the Employer, any other subsidiary of the Company or any other affiliated company at the time of such Plan closure, Plan freeze or Plan termination and (ii) such Plan closure, Plan freeze or Plan termination is consented to by the successor parent company of the Company. In such event, the prorated Basic Credit will be made and a Member’s Account will be subject to distribution in accordance with Code Section 409A and the Plan terms. For the purposes stated herein, the Compensation used to determine the Basic Credit will be prorated by the number of days the Member is employed during the Plan Year in which the Plan is closed, frozen or terminated prior to such Plan closure, Plan freeze or Plan termination.

3.3     Performance Credit. Within 90 days after the commencement of each Fiscal Year, the Committee shall, in writing, determine for such Fiscal Year the Performance Goal or Performance Goals applicable to each Executive Management Member based on one or more Performance Measures. If, upon completion of the Fiscal Year, the Committee determines that such Performance Goal or Performance Goals applicable to any Executive Management Member have been satisfied, the Employer shall credit to Performance Credit Account of such Executive Management Member:

(a) in the case of an Executive Management Member who is employed in a position at the level of Vice President, an amount equal to 5% of such Executive Management Member’s Compensation for such Fiscal Year (or for the portion of the Fiscal Year during which such Executive Management Member is employed at such level); and

(b) in the case of an Executive Management Member who is employed in a position above the level of Vice President, an amount equal to 10% of such Executive Management Member’s Compensation for such Fiscal Year (or for the portion of the Fiscal Year during which such Executive Management Member is employed at such level);

provided, however that no such amount shall be credited for a Fiscal Year in the case of an Executive Management Member (i) who is not employed by an Employer, any other subsidiary of the Company or any other affiliated company on the last day of such Fiscal Year, unless otherwise determined by the Committee, in its sole discretion, in the case of an Executive Management Member whose Termination of Employment is not due to Cause, or (ii) who is demoted to a position below the level of Vice President, unless otherwise determined by the Committee, in its sole discretion. The Performance Credit for any Fiscal Year shall be credited to an Executive Management Member’s Performance Credit Account as of a date in the following Fiscal Year determined by the Committee that is not later than April 15.

3.4     Discretionary Credit. For each Plan Year, an Employer, in its sole discretion, may, but is not required to, credit to the Discretionary Credit Account of any Member (including, solely for purposes of this Section 3.4, any former Member who has been transferred to any subsidiary of the Company or any other affiliated company which is not an Employer) any amount it desires. The amount so credited to a Member may be smaller or larger than the

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amount credited to any other Member, and the amount credited to any Member for a Plan Year may be zero, even though one or more other Members are credited with a Discretionary Credit for that Plan Year. The Discretionary Credit for any Plan Year shall be credited to a Member’s Discretionary Credit Account as of the date determined by the Employer.

3.5 Vesting.

(a) A Member shall become vested in his or her Transition Credit Account, if any, upon the later of attainment of age 55 and completion of five years of Company Service.

(b) A Member shall become vested in his or her Basic Credit Account, Performance Credit Account and Discretionary Account, as applicable, in accordance with the following schedule:

Years of Company Service	Vested Percentage
Fewer than 5 years	0%
5 years	50%
6 years	60%
7 years	70%
8 years	80%
9 years	90%
10 years or more	100%

(c) Notwithstanding anything to the contrary contained in subsection (a) or (b), a Member’s Account Balance shall immediately become 100% vested in the event of a Change in Control of the Company.

(d) The nonvested portion of a Member’s Account Balance shall be forfeited immediately upon such Member’s death or Termination of Employment. If such Member is reemployed by an Employer, any other subsidiary of the Company or any other affiliated company within one year following Termination of Employment, the amount of his or her Account Balance which was forfeited shall be restored on the date of such reemployment without adjustment for any interest that would otherwise have been credited under Section 3.6 following Termination of Employment.

3.6 Adjustment of Account Balance.

(a) A Member’s Transition Credit Account and the nonvested portion of a Member’s Basic Credit Account, Performance Credit Account and Discretionary Credit Account shall be credited with interest for each Plan Year at a rate determined by the Committee, in its sole discretion, for such Plan Year. Such interest shall be credited as of such dates as shall be determined by the Committee, in its sole discretion

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(b) The vested portion of a Member’s Basic Credit Account, Performance Credit Account and Discretionary Credit Account (“Vested Accounts”) shall be credited with earnings or debited for losses based on the performance of investment funds designated by the Committee, in its sole discretion, from time to time. Such earnings or losses shall be credited or debited as of such dates as shall be determined by the Committee, in its sole discretion.

(i) A Member may elect, in increments of 1%, the percentage of his or her Vested Accounts which shall have earnings credited or losses debited based on the performance of each such investment fund, in accordance with rules and procedures established by the Committee. Any such election may be changed by the Member as of such dates as shall be determined by the Committee, in its sole discretion.

(ii) In the event a Member fails to make the election described in paragraph (i), such Member’s Vested Accounts shall have earnings credited or losses debited based on the performance of one or more such investment funds as determined by the Committee, in its sole discretion.

(iii) Notwithstanding the foregoing, neither the Employer nor, if applicable, the trustee of the Trust shall be required to actually invest a Member’s Vested Accounts in the investment funds elected by such Member. If any such investment is made, no Member shall have any rights or interest therein, and Members shall at all times remain unsecured creditors of the Employer.

3.7     Minimum Benefit. A Minimum Benefit shall be determined for each Member described in Section 2.1 who has attained age 55 and completed at least five years of Plan Service as of the day immediately preceding the Effective Date, as determined in accordance with the provisions of the Plan in effect on such date. The amount of the Minimum Benefit shall be equal to the Actuarial Equivalent of the annual supplementary retirement benefit immediately payable to such Member if such Member’s Termination of Employment occurred on the Effective Date, based on such Member’s Average Annual Compensation, Plan Service, Annual Estimated Social Security Benefits, Annual Retirement Benefits Offset and Annual Minimum Benefit Amount as determined as of the day immediately preceding the Effective Date in accordance with the provisions of the Plan in effect on such date. A Member’s Minimum Benefit (i) shall be fully vested at all times, and (ii) is a frozen amount which shall not be credited with interest or earnings or debited for losses. Notwithstanding anything herein to the contrary, the amount distributed under the Plan with respect to any Member described in this Section 3.7 shall not be less than his or her Minimum Benefit.

3.8     Distributions to Members. Following Termination of Employment, a Member’s vested Account Balance or, if greater, his or her Minimum Benefit, if any, shall be distributed in accordance with the following:

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(a) A Member may elect in writing, on a form prescribed by the Committee (or in an electronic format acceptable to the Committee), to receive his or her Account Balance in the form of (i) a single lump sum payment, or (ii) annual installment payments over a period not to exceed 15 years as approved by the Committee, with each annual installment payment equal to the amount determined by dividing the Member’s Account Balance on each applicable Payment Date by the number of annual installments remaining to be paid. Such election must be received by the Committee (i) prior to the Effective Date in the case of a Member described in Section 2.1, or (ii) no later than 30 days after commencement of membership in the Plan in the case of a Member described in Section 2.2 (or, in the case of any such Member who previously participated in a nonqualified deferred compensation plan aggregated with this Plan under Section 409A, prior to the Plan Year in which membership in the Plan commences). If a Member fails to timely make an election under this subsection (a), such Member shall be deemed to have elected to receive his or her Account Balance in the form of a single lump sum payment. Except as otherwise provided in this subsection (a) or subsection (d), any election under this subsection (a) shall be irrevocable. If permitted by the Committee, a Member may, prior to the beginning of each Plan Year, make a separate election regarding the form of payment for amounts attributable to his or her Basic Credits, Performance Credits and Discretionary Credits for such Plan Year; provided, however, that a Member’s election under this subsection (a) shall remain in effect with respect to such amounts for subsequent Plan Years unless changed by such Member in accordance with the foregoing for any such Plan Year.

(b) Notwithstanding anything to the contrary in subsection (a), in the case of a Member described in Section 3.7, such Member shall receive an amount equal to his or her Minimum Benefit in 10 equal annual installment payments. Any such Member’s election under subsection (a) shall apply to the amount of his or her Account Balance in excess of the Minimum Benefit, if any.

(c) Except as otherwise provided in subsection (d), payments under subsection (a) or (b) shall be made or commence (i) in the case of a Key Employee, on the first Payment Date coinciding with or next following the date which is six months after the date of his or her Termination of Employment, or (ii) in the case of any other Member, on the first Payment Date coinciding with or next following the date of his or her Termination of Employment. In the case of installment payments, such payments shall continue on the same Payment Date in each subsequent Plan Year for the period elected by the Member.

(d) A Member may make a new election under subsection (a) with respect to his or her Transition Credit Account and amounts attributable to his or her Basic Credits, Performance Credits and Discretionary Credits for prior Plan Years. Any such election must be received by the Committee at least 12 months before the Payment Date on which payment would otherwise be made or commence under subsection (c). Payment pursuant to any such new election shall be made or commence on the Payment Date which is five years after the Payment Date on which payment would otherwise have been made or commenced. This subsection (d) shall not apply with respect to an amount equal to a Member’s Minimum Benefit, if any.

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(e) Notwithstanding anything in Section 3.8 to the contrary, in the event a Member’s vested Account Balance, plus his or her vested interest in any other nonqualified deferred compensation plan aggregated with the Plan under Code Section 409A, does not exceed the applicable dollar amount under Code Section 402(g)(1)(B) in effect on the date of his or her Termination Employment (or, in the case of a Key Employee, the date which is six months after the date of his or her Termination of Employment), such Member shall receive his or her vested Account Balance in a single lump sum payment on such date; provided, however, that this subsection (e) shall only be applicable if such Member’s interest in any other nonqualified deferred compensation plan aggregated with the Plan under Code Section 409A is also paid in a single lump sum on such date.

3.9 Death of Member.

(a) If a Member dies prior to Termination of Employment, or after Termination of Employment but prior to the Payment Date on which payments would otherwise be made or commence under Section 3.8, such Member’s vested Account Balance or, if applicable, Minimum Benefit shall be paid to his or her designated beneficiary in a single lump sum on the first Payment Date following the date of such Member’s death.

(b) If a Member dies after commencing receipt of annual installment payments of his or her vested Account Balance or, if applicable, Minimum Benefit, the remainder of such vested Account Balance or Minimum Benefit shall be paid to such Member’s designated beneficiary in a single lump sum on the first Payment Date following the date of such Member’s death.

(c) Each Member shall have the right, at any time, to designate one or more persons or entities as beneficiaries (both primary and contingent) to receive payments under the Plan in the event of such Member’s death. Any designation of a beneficiary must be made in writing on a form prescribed by the Committee, and must be received by the Committee prior to the Member’s death. A Member may change his or her designated beneficiary at any time in accordance with the foregoing, and any such new beneficiary designation shall cancel any prior beneficiary designation. If a Member fails to designate a beneficiary in accordance with the foregoing, or if all of a Member’s designated beneficiaries predecease such Member or die prior to the Payment Date determined under subsection (b), such Member’s designated beneficiary shall be deemed to be his or her estate.

3.10     Noncompetition. It is recognized that a Member’s duties during the period of employment with the Company or an Employer entail the receipt of confidential information concerning not only the current operations and procedures of the Company or an Employer but also its short-range and long-range plans. If (A) the Member during any portion of the period of two (2) years following his or her Termination of Employment (1) has an aggregate

15

investment (as determined from time to time) in a Competing Business equal to at least the greater of (i) $100,000, (ii) 1% in value of such Competing Business, or (iii) such greater amount as the Committee may establish on a case by case basis, or (2) personally renders services to a Competing Business in any manner, including without limitation, as owner, partner, director, trustee, officer, employee, consultant or advisor thereof, and (B) the Committee determines, in its sole discretion, that such investment or rendering of personal services is contrary to the best interests of the Company, then all rights to receive any payment of his or her Account Balance or Minimum Benefit under the Plan shall immediately cease, and the Member shall be obligated to repay to the Employer any payments previously received under the Plan, if the Member does not reduce such aggregate investment to an amount permitted hereunder or cease rendering such personal services, within 60 days of receipt of written notice of such determination from the Committee. The term “value” as used herein shall mean the net worth of such Competing Business, as disclosed by the balance sheet of such Competing Business, as of the close of the last preceding fiscal year; provided, however, that with respect to an investment in stock or other securities of a Competing Business, if such stock or other securities are part of a class of stock or other securities listed on any stock exchange, the term “value” shall mean the market value of such class of stock or other securities of such Competing Business, as of the date of any such determination by the Committee.

3.11     Indirect Payment of Benefits. If any Member or his or her designated beneficiary is, in the judgment of the Committee, legally, physically or mentally incapable or incompetent, payment may be made to the guardian or other legal representative of such Member or designated beneficiary or, if there be none, to such other person or institution who or which, in the opinion of the Committee, based on information furnished to the Committee, is then maintaining or has custody of such Member or designated beneficiary. Such payment shall constitute a full discharge with respect thereto.

3.12     Withholding. The Employer shall withhold from amounts otherwise payable under this Plan any amounts required to be withheld under federal, state or local law or regulations, such amounts to be remitted on a timely basis to the appropriate governmental authorities. When a Member becomes vested in any portion of his or her Account Balance, the Employer shall withhold from the Member’s Compensation, in a manner determined by the Employer, the Member’s share of FICA and other employment taxes on such vested portion of his or her Account Balance; provided, however, if necessary, the Committee may reduce the vested portion of the Member’s Account Balance in order to comply with such withholding obligation.

Section 4. Administration of the Plan.

4.1    The Committee. Except as otherwise provided herein, the Plan shall be administered by the Committee constituted under the Collective Brands, Inc. Retirement and Investment Committee. For purposes of this Plan, the Committee shall be the “Administrator” at all times prior to the occurrence of a Change in Control. Upon and after a Change in Control,

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the “Administrator” shall be the trustee appointed under the Trust. The Administrator shall have the discretionary power to determine all questions arising in connection with the administration of the Plan and the interpretation of the Plan and Trust including, but not limited to benefit entitlement determinations and responses to legal inquiries and challenges. Upon and after a Change in Control, the Trustee’s position as administrator of the Plan may be terminated (and a replacement appointed) by the Company only with the written consent of a majority of the Participants of the Plan.

4.2     Delegation of Duties. In the administration of the Plan, and prior to a Change in Control, the Committee may, from time to time, appoint agents and delegate to such agents and to the Administrative Subcommittee such duties as it considers appropriate and to the extent that such duties have been so delegated, the Administrative Subcommittee or agent, as the case may be, shall be exclusively responsible for the proper discharge of such duties. The Committee, the Administrative Subcommittee or any agent may from time to time consult with counsel who prior to a Change in Control may be counsel to the Company.

4.3     Authority. Prior to a Change in Control, any decision or action of the Committee (or, with respect to any duty delegated to it, any decision or action of the Administrative Subcommittee or of a duly appointed agent) in respect of any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations thereunder shall be in its absolute discretion and shall be final, conclusive and binding upon all persons having any interest in the Plan.

Section 5. Claims Procedure.

Prior to a Change in Control, claims are presented according to the following procedures. Upon a Change in Control, claims are presented to the trustee of the Trust.

5.1     Claim. A Member, beneficiary or other person who believes that he or she is being denied a benefit to which he or she is entitled (hereinafter referred to as “Claimant”), or his or her duly authorized representative, may file a written request for such benefit with a committee consisting of the Vice President/Human Resources Solutions, the Director of Benefits and the Director of Compensation (the “Review Committee”) setting forth his or her claim. The request must be addressed to: Vice President/Human Resources Solutions, c/o Collective Brands, Inc. 3231 East Sixth Street, Topeka, Kansas 66607.

5.2     Claim Decision. Upon receipt of a claim, the Review Committee shall advise the Claimant that a reply will be forthcoming within a reasonable period of time, but ordinarily not later than 90 days, and shall, in fact, deliver such reply within such period. However, the Review Committee may extend the reply period for an additional ninety days for reasonable cause. If the reply period will be extended, the Review Committee shall advise the Claimant in writing during the initial 90-day period indicating the special circumstances requiring an extension and the date by which the Review Committee expects to render the benefit determination. If the claim is denied in whole or in part, the Review Committee will render a written opinion, using language calculated to be understood by the Claimant, setting forth:

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(a) the specific reason or reasons for the denial;

(b) the specific references to pertinent Plan provisions on which the denial is based;

(c) a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation as to why such material or such information is necessary;

(d) appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review; and

(e) the time limits for requesting a review of the denial under Section 5.3 hereof and for the actual review of the denial under Section 5.4 hereof.

5.3     Request for Review. Within 60 days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Committee review the Review Committee’s prior determination. Such request must be addressed to the Committee, c/o Collective Brands, Inc. 3231 East Sixth Street, Topeka, Kansas 66607. The Claimant or his or her duly authorized representative may submit written comments, documents, records or other information relating to the denied claim, which such information shall be considered in the review under this subsection without regard to whether such information was submitted or considered in the initial benefit determination. The Claimant or his or her duly authorized representative shall be provided, upon request and free of charge, reasonable access to, and copies of, all non-privileged documents, records and other information which (i) was relied upon by the Review Committee in making its initial claims decision, (ii) was submitted, considered or generated in the course of the Review Committee making its initial claims decision, without regard to whether such information was actually relied upon by the Review Committee in making its decision or (iii) demonstrates compliance by the Review Committee with its administrative processes and safeguards designed to ensure and to verify that benefit claims determinations are made in accordance with governing Plan documents and that, where appropriate, the Plan provisions have been applied consistently with respect to similarly situated claimants. If the Claimant does not request a review of the Review Committee’s determination within such 60-day period, he or she shall be barred and estopped from challenging such determination.

5.4     Review of Decision. Within a reasonable period of time, ordinarily not later than 60 days, after the Committee’s receipt of a request for review, it will review the Review Committee’s prior determination. If special circumstances require that the 60-day time

18

period be extended, the Committee will so notify the Claimant within the initial 60-day period indicating the special circumstances requiring an extension and the date by which the Committee expects to render its decision on review, which shall be as soon as possible but not later than 120 days after receipt of the request for review. In the event that the Committee extends the determination period on review due to a Claimant’s failure to submit information necessary to decide a claim, the period for making the benefit determination on review shall not take into account the period beginning on the date on which notification of extension is sent to the Claimant and ending on the date on which the Claimant responds to the request for additional information. The Committee has discretionary authority to determine a Claimant’s eligibility for benefits and to interpret the terms of the Plan. Benefits under the Plan will be paid only if the Committee decides in its discretion that the Claimant is entitled to such benefits. The decision of the Committee shall be final and non-reviewable, unless found to be arbitrary and capricious by a court of competent review. Such decision will be binding upon the Employer and the Claimant. If the Committee makes an adverse benefit determination on review, the Committee will render a written opinion, using language calculated to be understood by the Claimant, setting forth:

(a) the specific reason or reasons for the denial;

(b) the specific references to pertinent Plan provisions on which the denial is based;

(c) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all non-privileged documents, records and other information which (i) was relied upon by the Committee in making its decision, (ii) was submitted, considered or generated in the course of the Committee making its decision, without regard to whether such information was actually relied upon by the Committee in making its decision or (iii) demonstrates compliance by the Committee with its administrative processes and safeguards designed to ensure and to verify that benefit claims determinations are made in accordance with governing Plan documents, and that, where appropriate, the Plan provisions have been applied consistently with respect to similarly situated claimants; and

(d) a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following the adverse benefit determination on such review.

Section 6. Certain Rights and Obligations.

6.1     Rights of Members and Beneficiaries. The rights of the Members, their designated beneficiaries and other persons are hereby expressly limited as set forth herein and shall be determined solely in accordance with the provisions of the Plan. The full payment of the applicable benefit under the Plan shall completely discharge all obligations of the Company and any Employer to a Member and his or her designated beneficiary.

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6.2     Employer-Associate Relationship. The establishment of the Plan shall not be construed as conferring any legal or other rights upon any Associate or any other person for a continuation of employment or as interfering with or affecting in any manner the right of the Company or any Employer to discharge any Associate or otherwise act with relation to such Associate. The Company or an Employer may take action (including discharge) with respect to any Associate or other person and may treat him or her without regard to the effect which such action or treatment might have upon him or her under the Plan.

6.3     Unfunded Nature of Plan. The Plan shall be unfunded. Neither an Employer nor the Committee shall be required to segregate any assets in connection with benefits provided by the Plan. Neither the Company, an Employer nor the Committee shall be deemed to be a trustee of any amounts to be paid under the Plan. Any liability of the Company or an Employer to any person with respect to benefits payable under the Plan shall be based solely upon such contractual obligations, if any, as shall be created by the Plan and shall be only a claim against the general assets of the Company or the Employer, and no such liability shall be deemed to be secured by any pledge or any other encumbrance on any specific property of the Company or any Employer.

6.4 Trust.

(a) Each Employer may, but is not obligated to, transfer over to the Trust such assets as the Employer determines, in its sole discretion, are necessary to provide, on a present value basis, for its respective future liabilities created with respect to the Account Balances and Minimum Benefits for such Employer’s Members as of the date of such transfer.

(b) The provisions of the Plan shall govern the rights of a Member to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Employers, Members and the creditors of the Employers to the assets transferred to the Trust. Each Employer shall at all times remain liable to carry out its obligations under the Plan.

(c) Each Employer’s obligations under the Plan maybe satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the Employer’s obligations under this Plan.

Section 7. Non-Alienation of Benefits.

7.1     Provisions with Respect to Assignment and Levy. No benefit payable under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, levy or charge, and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber, levy upon or charge the same shall be void; nor shall any such benefit be in any manner liable for or, subject to the debts, contracts, liabilities, engagements or torts of the person entitled to such benefit, except as specifically provided herein.

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7.2     Alternate Application. If any Member or designated beneficiary under the Plan becomes bankrupt or attempts to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any benefit under the Plan, except as specifically provided herein, or any benefit shall be levied upon, garnished or attached, then such benefit shall, in the discretion of the Committee, cease, and in that event the Committee may hold or apply the same or any part thereof to or for the benefit of such Member or designated beneficiary, spouse, children or other dependents, or any of them, or in such other manner and in such proportion as the Committee may deem proper.

Section 8. Amendment and Termination.

8.1     Right to Amend. The Company reserves the right at any time and from time to time in its sole discretion to modify or amend in whole or in part any or all of the provisions of the Plan, provided that no amendment shall reduce any Member’s vested Account Balance or Minimum Benefit, as applicable, as of the date of such amendment. Notwithstanding anything provided to the contrary in this Section 8.1 or Section 8.2, following a Change in Control of the Company the Plan may not be amended or terminated in a manner that would adversely affect the rights of any Member to his or her Account Balance. Notwithstanding any provision of the Plan to the contrary, in the event that the Company determines that any provision of the Plan may cause amounts credited under the Plan to become immediately taxable to any Member under Code Section 409A, the Company may (i) adopt such amendments to the Plan and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of the Plan benefits provided by the Plan, and/or (ii) take such other actions as the Company determines necessary or appropriate to comply with the requirements of Code Section 409A; provided, however, that the Company shall have no liability to any Member, designated beneficiary or other person with respect to any such amendment or actions, or the failure to adopt any such amendment or take any such actions.

8.2     Rights to Terminate. Except as provided in Section 8.1, the Company reserves the right at any time and from time to time in its sole discretion to terminate the Plan in accordance with Code Section 409A. In the event the Plan is terminated, the Employer shall be under no further obligation to provide benefits under the Plan, except to the extent of a Member’s vested Account Balance or Minimum Benefit, as applicable, as of the date of such termination.

Section 9. Construction.

9.1     Governing Law. The provisions of the Plan shall be construed, regulated, administered and enforced according to the laws of the State of Kansas and in a manner consistent with Code Section 409A and the regulations thereunder.

9.2     Terms and Headings. Wherever applicable, any words used herein in the masculine gender shall be construed as though they included the feminine gender, and any words used herein in the singular form shall be construed as though they included in the plural form. Section headings are inserted for convenience of reference and are not to be considered in the construction of the Plan.

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EX-10.2

Exhibit 10.2

COLLECTIVE BRANDS, INC.

3231 SE Sixth Avenue

Topeka, KS 66607-2207

(785) 233-5171

Restricted Stock Award Agreement

[Date]

[Name]

[Address]

[City, ST, ZIP]

Dear [First Name]:

Pursuant to the terms and conditions of the Stock Plan for Non-Management Directors of Collective Brands, Inc. (the “Director Plan”), you have been granted a Restricted Stock Award of [# of shares] (the “Restricted Stock”) as outlined below:

Granted to:	[Name] [SSN]
Grant Date:	[Grant Date]
Restricted Shares Granted:	[# of shares]
Price per Restricted Share:	[$Price]
Vesting Schedule:	[vesting schedule]*

*In the event of a Change of Control (as defined in the Company’s 2006 Stock incentive Plan, as amended) prior to the Vesting Date set forth above, the vesting of this Award will accelerate in full and any restrictions will lapse.

Collective Brands, Inc. has caused this Agreement, which includes the terms and conditions attached hereto and incorporated herein by this reference, to be executed in its corporate name and Director has executed the same in evidence of the Director’s acceptance hereof upon the terms and conditions herein set forth as of the grant date shown above. By signing below, Director agrees to conform to all of the terms and conditions of this agreement and the Director Plan.

Director Signature:                                                                                                                       Date:                                                      

Collective Brands, Inc.

By:                                                                                                                   

COLLECTIVE BRANDS, INC. RESTRICTED STOCK AGREEMENT

TERMS AND CONDITIONS

The Committee under the Stock Plan for Non-Management Directors (“Director Plan”) of Collective Brands, Inc. has approved granting Director restricted stock on the terms and subject to the conditions set forth in this Agreement. Capitalized terms which are not defined herein have the meaning set forth in the Director Plan.

Therefore, the Company and Director hereby agree as follows:

1. The Company hereby grants to Director, in the aggregate, the number of shares of the presently authorized common stock of the Company shown on the first page of this agreement (“Restricted Stock”), which shall be subject to the restrictions and conditions set forth in the Director Plan and in this Agreement.

2. Notwithstanding anything else set forth in this Agreement, in the event of a Change of Control (as defined in the Company’s 2006 Stock Incentive Plan, as amended) prior to the Vesting Date as set forth on the first page of this Agreement, this Restricted Stock Award will automatically vest in full and any restrictions on the Restricted Stock will lapse.

3. During the Restricted Period the shares (i) may not be sold, exchanged, assigned, conveyed, transferred, pledged, hypothecated or otherwise disposed of (other than upon the death of the Director, by beneficiary designation, by last will and testament or by the laws of descent and distribution) and (ii) are subject to receipt during the Restricted Period only by the Director. Each certificate evidencing shares of Stock granted pursuant to this Award of shares of Stock shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Award. Unless otherwise set forth herein, the restrictions on the Restricted Stock shall lapse at the end of the Restricted Period with respect to the corresponding number of shares shown on the previous page and subject to all the other terms and conditions of this Agreement. The Company shall hold the certificates for the Restricted Stock in custody until the restrictions thereon shall lapse, at which time the Company shall deliver the certificates for such shares to Director, less any required withholding, if any is due at all.

4. Director agrees that (a) no later than the date(s) as of which the restrictions on the Restricted Stock shall lapse with respect to all or any of the shares of Restricted Stock covered by this Agreement, Director shall pay to the Company in cash or make

other arrangements satisfactory to the Committee regarding payment of any Federal, state or local taxes of any kind required by law, if at all, to be withheld with respect to the shares of Restricted Stock for which the restrictions shall lapse; and (b) the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Director any Federal, state or local taxes of any kind required, if at all, by law to be withheld with respect to the shares of Restricted Stock.

5. Notwithstanding the foregoing, if (i) Director ceases to be a Director for any reason including death or Disability, the non-vested shares of Stock underlying the Restricted Stock Award shall be forfeited.

6. If a circumstance listed under Section 2 of Part II of the Director Plan occurs, the Committee shall make appropriate adjustments consistent with the terms of the Director Plan.

7. Nothing in this Agreement shall be deemed by implication or otherwise to require the Company or a subsidiary to grant another Award under the Director Plan.

8. Securities granted herein can only be sold upon reliance on exemption from registration, as determined in the opinion of the Company’s counsel, or upon registration.

9. So long as this Agreement shall remain in effect, the Company will furnish to Director, as and when available, a copy of the Director Plan and/or Plan summary with respect to the shares of stock covered hereby.

10. This Agreement shall be governed by the laws of the State of Delaware. It may not be modified except in writing signed by both parties.

11. Director acknowledges that Director has received a copy of the Stock Plan for Non-Management Directors and/or Plan Summary, as such Plan is in effect on the date of this Agreement, has read and understands the terms of the Director Plan and of this Agreement, and agrees to all the terms and conditions provided for in the Director Plan and in this Agreement.

12. Except as otherwise provided herein, or unless the context clearly indicates otherwise, capitalized terms herein which are defined in the Director Plan have the same definitions as provided in the Director Plan.

2

EX-10.3

Exhibit 10.3

DISCRETIONARY CASH AWARD AGREEMENT

This AGREEMENT is made as of March 25, 2010 (“the Effective Date”), by and between COLLECTIVE BRANDS, INC., a Delaware corporation, and its parent, subsidiaries, affiliates and related companies (“the Company”), and                     (“Executive”).

NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:

1. Discretionary Cash Award. (a) If Executive remains employed by the Company until the third anniversary of the Effective Date (“the Payment Date”), the Company shall pay Executive a lump sum equal to                         , less applicable taxes and withholding, on the next regularly scheduled pay period thereafter. If Executive is not employed by the Company (for any reason) on the Payment Date, the Company shall have no obligation to make the referenced payment and Executive shall have no right to it.

(b) If Executive leaves the Company (for any reason), and violates the post-termination confidentiality, non-competition or non-solicitation obligations under Executive’s Employment Agreement, Noncompetition and Company Work Product Agreement, Invention, or Non-Competition and Non-Disclosure Agreement, as applicable, the Company shall have the right to recover the referenced payment, along with reasonable expenses and attorney fees incurred by the Company to protect or enforce its rights under this Agreement, and any other remedies provided by law.

2. Non-Benefit Bearing Payment. The amount paid (or to be paid) under Paragraph 1 of this Agreement shall not be treated as compensation for purposes of computing or determining any additional benefit payable under any bonus or incentive plan, retirement plan, insurance plan, or other Executive benefit plan maintained by the Company.

3. Amendment. This Agreement may not be changed, amended, or modified in any manner except by an instrument in writing signed by both of the parties hereto.

4. Applicability of Other Agreements. All other terms, conditions or privileges of Executive’s employment, including the post-termination obligations under Executive’s Employment Agreement, Noncompetition and Company Work Product Agreement, or Invention, Non-Competition and Non-Disclosure Agreement, as applicable, shall remain in full force and effect, and are incorporated herein by reference.

5. Entire Agreement. This Agreement contains the entire understanding of the parties regarding the payment of a discretionary cash award and supersedes in all respects all agreements, arrangements or understandings, whether oral or written, between Executive and the Company regarding the payment of a discretionary cash award.

6. Choice of Law; Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Kansas. This Agreement is to be performed at least in part in Shawnee County, Kansas, and venue for any action to enforce this Agreement shall be in the Kansas District Court, Shawnee County, Kansas.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

EXECUTIVE	COLLECTIVE BRANDS, INC.
	By:
SIGNATURE
	Title:
PRINT NAME

EX-10.4

Exhibit 10.4

COLLECTIVE BRANDS, INC.

2011 DISCRETIONARY CASH AWARD AGREEMENT

Pursuant to the terms and conditions of the Collective Brands, Inc. Incentive Compensation Plan (the “Plan”), you have been granted the cash award outlined below:

Granted to:	name SSN
Grant Date:	date
Amount Granted:	$$
Vesting Schedule:	Cliff vest on the third anniversary of the grant date.

Page 1 of 2 (Discretionary Cash Award 2011)

TERMS AND CONDITIONS

The Committee under the Collective Brands, Inc. Incentive Compensation Plan (the “Plan”) of Collective Brands, Inc., a Delaware corporation, has approved granting Executive a discretionary cash award on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:

1. Discretionary Cash Award.

(a) If Executive remains employed by the Company until the third anniversary of the Effective Date (“the Payment Date”), the Company shall pay Executive a lump sum equal to the amount specified on the previous page, less applicable taxes and withholding, on the next regularly scheduled pay period thereafter. If Executive is not employed by the Company (for any reason) on the Payment Date, the Company shall have no obligation to make the referenced payment and Executive shall have no right to it.

(b) If Executive leaves the Company (for any reason), and violates the post-termination confidentiality, non-competition or non-solicitation obligations under Executive’s Employment Agreement, Noncompetition and Company Work Product Agreement, Invention, or Non-Competition and Non-Disclosure Agreement, as applicable, the Company shall have the right to recover the referenced payment, along with reasonable expenses and attorney fees incurred by the Company to protect or enforce its rights under this Agreement, and any other remedies provided by law.

2. Non-Benefit Bearing Payment. The amount paid (or to be paid) under Paragraph 1 of this Agreement shall not be treated as compensation for purposes of computing or determining any additional benefit payable under any bonus or incentive plan, retirement plan, insurance plan, or other Executive benefit plan maintained by the Company.

3. Amendment. This Agreement may not be changed, amended, or modified in any manner except by an instrument in writing signed by both of the parties hereto.

4. Applicability of Other Agreements. All other terms, conditions or privileges of Executive’s employment, including the post-termination obligations under Executive’s Employment Agreement, Noncompetition and Company Work Product Agreement, or Invention, Non-Competition and Non-Disclosure Agreement, as applicable, shall remain in full force and effect, and are incorporated herein by reference.

5. Entire Agreement. This Agreement contains the entire understanding of the parties regarding the payment of a discretionary cash award and supersedes in all respects all agreements, arrangements or understandings, whether oral or written, between Executive and the Company regarding the payment of a discretionary cash award.

6. Choice of Law; Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Kansas. This Agreement is to be performed at least in part in Shawnee County, Kansas, and venue for any action to enforce this Agreement shall be in the Kansas District Court, Shawnee County, Kansas.

Page 2 of 2 (Discretionary Cash Award 2011)

EX-10.5

Exhibit 10.5

Date: May 7, 2012

To: Executive Name

Re: Discretionary Cash Award Agreement

As part of our ongoing review of company plans and agreements, we have reviewed the Discretionary Cash Award Agreements for the following awards (collectively, your “Award”) granted by Collective Brands, Inc., a Delaware corporation and its affiliates and subsidiaries (the “Company”):

• 2011 Discretionary Cash Award of $XXXX

• 2010 Discretionary Cash Award of $XXXX

Paragraph 1(a) of your Award previously provided that you would forfeit the Award if you are not employed (for any reason) on the three year anniversary of the effective date of your Award, which is defined as the “Payment Date” in your Award. The terms of the original Award are identified in your Fidelity Account under the CBI Cash Award heading as “CASHSLT”.

We are pleased to share with you some recent modifications to the terms of your Award which relate to your eligibility to receive a prorated or full payment of your Award as a result of certain events as well as to provide some additional clarifications:

• Involuntary Termination Prior to a Change of Control: If, prior to the Payment Date and prior to a Change of Control (as defined below), you are (i) terminated by the Company without cause or for good reason (as defined in your employment, change of control, or other similar agreement) or (ii) terminated due to your death or “permanent disability” (as defined below) you will receive a prorated portion of your award within 30 days of such termination. The proration will be calculated as the number of days you are actively employed during the award period, divided by the total number of days in the award period.

• Involuntary Termination Following a Change of Control: If, following a Change of Control, but prior to the Payment Date, you are (i) terminated by the Company without cause or for good reason (as defined in your employment, change of control, or other similar agreement) or (ii) terminated due to your death or “permanent disability”, you will receive the full (i.e., non-prorated) award within 30 days of such termination.

For the purposes of your Award, a “Change of Control” is as defined in the 2006 Stock Incentive Plan, as amended and restated, and as may be further amended and restated from time to time. “Permanent Disability” is defined as a permanent and total disability which enables you to be eligible for and receive a disability benefit under the Federal Social Security Act.

In addition to the above modifications, please note that notwithstanding anything to the contrary in your Award, your Award was not granted under any Company plan, including, without limitation, the 2006 Stock Incentive Plan or the Company’s Incentive Compensation Plan.

Further, for the avoidance of doubt, pursuant to Section 2 of your Award, amounts paid or payable pursuant to your Award will not be treated as compensation for purposes of computing or determining any additional benefit or payment under any plan of or agreement with the Company or any of its affiliates or subsidiaries.

The subject matter and contents of this letter are confidential and should be maintained in strict confidence at all times. Except as required by law, you will not disclose the terms of this letter, other than to your spouse or financial advisor, provided that such individual(s) similarly agree to maintain this letter confidential.

This Agreement and/or the rights hereunder shall be freely assignable by the Company. This Agreement shall inure to the benefit of the Company, its successors and assigns, including any corporation in which the Company may be merged or which may succeed to its assets or business. In the event of your death or permanent disability, this Agreement shall inure to the benefit of and be enforceable by your heirs, executors, administrators and legal representatives.

Please indicate your acceptance of the terms and conditions of this letter by signing where indicated below and return this letter to Sally Burk, Collective Brands Human Resources, by May 25, 2012. Also, please retain a copy of this letter for future reference to ensure you have complete details regarding the terms of your Award.

Sincerely,

Betty Click

Senior Vice President, Human Resources

AGREED AND ACKNOWLEDGED:

Signature   Date

EX-10.6

Exhibit 10.6

2012 COLLECTIVE BRANDS, INC. STOCK INCENTIVE PLAN

Section 1: Purpose

The purpose of the 2012 Collective Brands, Inc. Stock Incentive Plan (the “Plan”) is to promote the interests of Collective Brands, Inc. (the “Company”), its Subsidiaries and stockholders by (i) attracting and retaining individuals eligible to participate in the Plan; (ii) motivating such individuals by providing incentive compensation; and (iii) aligning the interests of such individuals with the interests of the Company’s stockholders.

Section 2: Definitions

The following terms, as used in the Plan, shall have the meanings specified below. Other capitalized terms shall have the meanings specified in the Plan.

a. “Acquisition Award” means an Award granted under this Plan in substitution for options, rights and such other Awards with respect to the capital stock of another corporation which is merged into, consolidated with, or all or a substantial portion of the property or stock of which is acquired by, the Company or one of its Subsidiaries.

b. “Appreciation Right” means a right to receive an amount that is based on the increase in the Stock’s Fair Market Value after the grant date, and that is payable entirely in cash, entirely in Stock or partly in cash and partly in Stock and exercisable at such time or times and subject to such conditions as the Committee may determine in its sole discretion subject to the Plan, including but not limited to the achievement of specific Performance Goals.

c. “Appreciation Value Award Vehicle” means an Award type structured to correlate the realization of gains based on absolute Stock price appreciation. May include, but not be limited to, Options, cash-settled stock appreciation rights and stock-settled stock appreciation rights.

d. “Award” means an award granted pursuant to Section 4.

e. “Award Agreement” means a document setting forth the terms and conditions applicable to the Award granted to the Participant.

f. “Board of Directors” or “Board” means the Board of Directors of the Company, as it may be comprised from time to time.

g. “Capitalization Adjustment” has the meaning ascribed to that term in Section 8.

h. “Change of Control” means:

(1) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) acquires beneficial ownership

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(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this definition, none of the following shall constitute a Change of Control: (a) any acquisition directly from the Company of 30% or less of Outstanding Company Common Stock or Outstanding Company Voting Securities provided that at least a majority of the members of the Board of Directors of the Company following such acquisition were members of the incumbent Board at the time of the Board’s approval of such acquisition, (b) any acquisition by the Company, (c) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliated company, or (d) any acquisition by the Company which by reducing the number of shares of Outstanding Company Common Stock or Outstanding Company Voting Securities, increases the proportionate number of shares of Outstanding Company Common Stock or Outstanding Company Voting Securities beneficially owned by any Person to 20% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities; provided, however, that, if such Person shall thereafter become the beneficial owner of any additional shares of Outstanding Company Common Stock or Outstanding Company Voting Securities and beneficially owns 20% or more of either the Outstanding Company Common Stock or the Outstanding Company Voting Securities, then such additional acquisition shall constitute a Change of Control; or

(2) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(3) A reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”) is consummated, in each case, unless, immediately following such Business Combination, (A), more than 50%, respectively, of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of (x) the corporation resulting from such Business Combination or (y) a corporation that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets whether

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directly or through one or more Subsidiaries, is represented by the Outstanding Company Common Stock and the Outstanding Company Voting Securities (or, if applicable, is represented by shares into which Outstanding Company Common Stock or Outstanding Company Voting Securities were converted pursuant to such Business Combination) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the Board of Directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(4) The stockholders of the Company approve of a complete liquidation or dissolution of the Company.

i. “Code” means the Internal Revenue Code of 1986, and any successor statute, as it or they may be amended from time to time.

j. “Committee” means the Compensation, Nominating & Governance Committee of the Board of Directors or such other committee as may be designated by the Board of Directors from time to time. To the extent that compensation realized in respect of Awards is intended to be “performance based” under Section 162(m) of the Code and the Committee is not comprised solely of individuals who are “outside directors” within the meaning of section 162(m) of the Code, or that any member of one Committee is not a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, the Committee may from time to time delegate some or all of its functions under the Plan to a committee or subcommittee composed of members that meet the relevant requirements. The term “Committee” includes only such committee or subcommittee, to the extent of the Committee’s delegation.

k. “Company” means Collective Brands, Inc., a Delaware corporation, and any successor thereto.

l. “Confidential Information” means any and all non-public information pertaining to the Company’s business. Confidential Information includes information disclosed by the Company and its Subsidiaries or affiliates to Participants, and information developed or learned by Participants during the

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course of or as a result of employment with the Company, or one of its Subsidiaries. The Confidential Information includes, without limitation, information and documents concerning the Company’s processes; suppliers (including terms, conditions and other business arrangements with suppliers); supplier and customer lists; advertising and marketing plans and strategies; profit margins; seasonal plans, goals, objectives and projections; compilations, analyses and projections regarding the Company and/or its Subsidiaries divisions, stores, product segments, product lines, suppliers, sales and expenses; files; trade secrets and patent applications (prior to their being public); salary, staffing and employment information (including information about performance of other employees); and “know-how,” techniques or any technical information not of a published nature relating, for example, to how the Company and its subsidiaries or affiliates conducts its business.

m. “Continuous Service” means that the Participant’s service with the Company or a Subsidiary as an Employee is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or a Subsidiary as an Employee or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Subsidiary, shall not terminate a Participant’s Continuous Service. Notwithstanding the foregoing, unless otherwise determined by the Committee, a leave of absence shall be treated as Continuous Service for purposes of vesting in a Stock Award only to such extent as may be provided in the Company’s leave of absence policy or in the written terms of the Award Agreement.

n. “Covered Employee” means a covered employee within the meaning of Code section 162(m)(3).

o. “Disability” means a permanent and total disability which enables the Participant to be eligible for and receive a disability benefit under the Federal Social Security Act.

p. “Dividend Equivalent” means an amount equal to the amount of cash dividends, if any, payable in accordance with Section 9, with respect to a share of Stock after the date an Award is granted.

q. “Employee” means any person employed by Collective Brands, Inc. or any of its Subsidiaries and classified as a common law employee. Employee does not include independent contractors or leased employees from third parties.

r. “Exchange Act” means the Securities Exchange Act of 1934, and any successor statute, as it may be amended from time to time.

s. “Fair Market Value” of a Stock (as defined below) means, unless otherwise determined by the Committee:

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(i) The closing price of the Stock on the New York Stock Exchange Composite Transaction Tape on the date in question, (or if the Stock is not then traded on the New York Stock Exchange, the closing price of the Stock on the stock exchange or over-the-counter market on which the Stock is principally trading on such date) or, if no sale of the Stock occurred on such exchange on that day, the closing price of the Stock on the last preceding day when the Stock was sold on such exchange; or

(ii) If the Stock is no longer traded on the New York Stock Exchange and if there is no public market for the Stock, “Fair Market Value” shall be determined in good faith by the Committee using other reasonable means.

t. “Full Value Award Vehicle” means an Award type structured to provide equivalent value of a share of Stock based on a ratio of 1:1. Full Value Award Vehicles may include but not be limited to restricted Stock and other Stock Awards such as unrestricted Stock, Restricted Stock, Restricted Stock Unit grants and performance based shares.

u. “Incentive Stock Option” means an Option that is intended to qualify as an “incentive stock option” under Section 422 of the Code and which is so designated in the applicable Award Agreement. Under no circumstances shall an Option that is not specifically designated as an Incentive Stock Option be considered an Incentive Stock Option.

v. “Insider” means any person who is subject to Section 16 of the Exchange Act, and any successor statutory provision, as it may be amended from time to time.

w. “Non-Qualified Stock Option” means an Option that is not intended to qualify as an “incentive stock option” under Section 422 of the Code.

x. “Option” means a right or rights (either an Incentive Stock Option or a Non-Qualified Stock Option) to purchase a specific number of shares of Stock exercisable at such time or times and subject to such terms and conditions as the Committee may determine in its sole discretion subject to the Plan, including but not limited to the achievement of specific Performance Goals. Options may be settled in cash or Stock or both. Options may be granted to Employees subject to the terms and conditions of an Award Agreement and the Plan.

y. “Participant” means any Employee who has been granted an Award.

z. “Performance Goal” means with respect to the Performance Measure(s) selected by the Committee, the goal or goals established by the Committee, for an Award, for a particular Performance Period. Performance Goals may vary from Performance Period to Performance Period and from Participant to Participant and may be established on a stand-alone basis, in tandem or in the alternative.

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aa. “Performance Measure” means one or more of the following, either alone or in combination, selected by the Committee to measure individual Participant, Company or one or more operating units, groups or any Subsidiary performance for a Performance Period, whether in absolute or relative terms: cash flow; cash flow from operations; total earnings; earnings per share, diluted or basic; earnings per share from continuing operations, diluted or basic; earnings before interest and taxes; earnings before interest, taxes, depreciation, and amortization; earnings from continuing operations; net asset turnover; inventory turnover; net earnings; operating earnings; operating margin; return on equity; return on assets or net assets; return on total assets; return on capital; return on investment; return on investment capital; return on sales; revenues; sales; store for store sales; net or gross sales; income or net income; operating income or net operating income; operating profit or net operating profit; gross margin; operating margin or profit margin; market share; economic value added; expense reduction levels; cost of capital; change in assets; stock price; total shareholder return; capital expenditures; debt; debt reduction; working capital, completion of acquisitions; business expansion; product diversification; productivity; new or expanded market penetration and other financial and non-financial operating and management performance objectives. For any Performance Period, Performance Measures may be determined on an absolute basis or relative to internal goals or relative to levels attained in a year or years prior to such Performance Period or relative to other companies or indices or as ratios expressing relationships between two or more Performance Measures. For any Performance Period, the Committee shall provide how any Performance Measure shall be adjusted to the extent necessary to prevent dilution or enlargement of any Award as a result of extraordinary events or circumstances, as determined by the Committee, or to exclude the effects of extraordinary, unusual, or non-recurring items; changes in applicable laws, regulations, or accounting principles; currency fluctuations; discontinued operations; non-cash items, such as amortization, depreciation, or reserves; or any recapitalization, restructuring, reorganization, merger, acquisition, divestiture, consolidation, spin-off, split-up, combination, liquidation, dissolution, sale of assets, or other similar corporate transaction, or stock dividends, or stock splits or combinations. Unless otherwise specified by the Committee, each such measure shall be determined in accordance with generally accepted accounting principles as consistently applied by the Company. Performance Measures may vary from Performance Period to Performance Period and from Participant to Participant and may be established on a stand-alone basis, in tandem or in the alternative. Other Performance Measures may be used by the Committee in its sole discretion, except that the Performance Measures set forth above in this paragraph 2aa. shall be used if the compensation under the Award (other than an Option or Appreciation Right) is intended to qualify as performance based under Section 162(m) of the Code.

bb. “Performance Period” means one or more periods of time, as the Committee may designate, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s rights in respect of an Award.

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cc. “Performance Unit” means an Award denominated in cash and/or shares of Stock, the amount of which may be based on the achievement of specific Performance Goals subject to terms and conditions established by the Committee. Performance Units may be settled in Stock or cash or both.

dd. “Plan” means the 2012 Collective Brands, Inc. Stock Incentive Plan, as amended from time to time.

ee. “Restricted Stock” means Stock that is issued to a Participant subject to restrictions on transfer and such other restrictions on incidents of ownership, and/or other terms and conditions as the Committee may determine, including but not limited to the achievement of specific Performance Goals.

ff. “Retirement” means a Participant’s termination of employment on or after age 55 and after completing at least five (5) years of service with the Company or a Subsidiary of the Company.

gg. “Section 409A Rules” means the provisions of Section 409A of the Code and Treasury Regulations and other Internal Revenue Service guidance promulgated thereunder.

hh. “Stock” means common stock of the Company, $.01 par value, or any other equity securities of the Company designated by the Committee, including any attached rights.

ii. “Stock Award” means a grant of Stock with or without restrictions.

jj. “Stock Equivalent Unit” means an Award based on the Fair Market Value of one share of Stock. All or part of any Stock Equivalent Unit Award may be subject to conditions and restrictions established by the Committee, including but not limited to the achievement of specific Performance Goals. Stock Equivalent Units may be settled in Stock or cash or both as determined by the Committee.

kk. “Subsidiary” means (i) any corporation or other entity in which the Company, directly or indirectly, controls fifty percent (50%) or more of the total combined voting power of such corporation or other entity or (ii) any other corporation or other entity in which the Company has a significant equity interest, in either case as determined by the Committee. With respect to Incentive Stock Options, the term “Subsidiary” shall have the meaning set forth in Section 424(f) of the Code.

ll. “Ten-percent Stockholder” means any person who owns, directly or indirectly, on the relevant date, securities having ten percent (10%) or more of the combined voting power of all classes of the Company’s securities or of its parent or subsidiaries. For purposes of applying the foregoing ten percent (10%) limitation, the rules of Code section 424(d) shall apply.

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Section 3: Eligibility

The Committee may grant one or more Awards to any Employee designated by it to receive an Award as the Committee shall select in its sole discretion. To the extent permitted under Delaware law, the Committee may delegate to any Employee or Director of the Company the authority to grant Awards to any Employee; provided, however, any grant of “performance based compensation” to a Covered Employee must satisfy the requirement of Code section 162(m).

Section 4: Awards

The Committee may grant any one or more of the following types of Awards either singly, in tandem or in combination with other types of Awards:

APPRECIATION VALUE AWARD VEHICLES

A. Options

1. Non-qualified Stock Options

2. Incentive Stock Options

a. Incentive Stock Options shall be subject to the following provisions:

i. The aggregate Fair Market Value (determined on the date that such Option is granted) of the shares of Stock subject to Incentive Stock Options which are exercisable by one person for the first time during a particular calendar year shall not exceed $100,000. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Stock with respect to which Incentive Stock Options are exercisable for the first time by any Option holder during any calendar year (under all plans of the Company and its Subsidiaries) exceeds $100,000, or such other limit as may be set by applicable law, the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Non-Qualified Stock Options.

ii. Each Award Agreement with respect to an Incentive Stock Option shall set forth the periods during which the Option shall be exercisable, whether in whole or in part. Such periods shall be determined by the Committee in its discretion. No Incentive Stock Option may be exercisable more than:

(aa) in the case of an Employee who is not a Ten-Percent Stockholder on the date that such Option is granted, seven (7) years from the date the Option is granted or such earlier period as otherwise specified in the Plan or an Award Agreement, and

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(bb) in the case of an Employee who is a Ten-Percent Stockholder on the date such Option is granted, five (5) years from the date the Option is granted.

b. Each Award Agreement with respect to an Incentive Stock Option shall set forth the price at which a share of Stock may be acquired under the Option (the “Exercise Price”), which shall be at least 100% of the Fair Market Value of a share of Stock on the date the option is granted (except as permitted under Section 424(a) of the Code with respect to Acquisition Awards). In the case of an Employee who is a Ten-Percent Stockholder on the date that such Option is granted, the Exercise Price of any Incentive Stock Option shall not be less than 110% of the Fair Market Value of the Stock subject to such Option on such date.

c. No Incentive Stock Option may be granted to an Employee who is not an Employee of the Company or a Subsidiary of the Company on the date that such Option is granted.

d. Notwithstanding any other provision of the Plan to the contrary, the maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to Incentive Stock Options is 1 million shares of Stock (the “ISO Limit”), subject to adjustments provided for in Section 8 of the Plan.

B. Appreciation Rights

C. Other Appreciation Vehicle Value Awards. Subject to limitations under applicable law, the Committee may from time to time grant other Awards under this Plan, using Appreciation Value Award Vehicles, that provide the Participant with Stock, or the right to purchase Stock, or provide other incentive Awards that have a value derived from the value of Stock, or an exercise or conversion privilege at a price related to Stock, or that are otherwise payable in or convertible into shares of Stock. These Awards shall be in a form and based upon the terms and conditions determined by the Committee (including but not limited to the achievement of specific Performance Goals if determined by the Committee), provided that the Award shall not be inconsistent with the other terms of this Plan.

FULL VALUE AWARD VEHICLES

D. Stock Award

E. Restricted Stock

F. Stock Equivalent Units

G. Other Full Value Award Vehicles. Subject to limitations under applicable law, the Committee may from time to time grant other Full Value Awards under this Plan that provide the Participants with Stock or the right to purchase Stock, or provide

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other incentive Awards that have a value derived from the value of Stock, or an exercise or conversion privilege at a price related to Stock, or that are otherwise payable in or convertible into shares of Stock. These Awards shall be in a form and based upon the terms and conditions determined by the Committee (including but not limited to the achievement of specific Performance Goals if determined by the Committee), provided that the Award shall not be inconsistent with the other terms of this Plan.

OTHER AWARD VEHICLES

H. Performance Units

I. Acquisition Awards

J. Other Award Vehicles. Subject to limitations under applicable law and the Plan, the Committee may from time to time grant other Awards under this Plan that provide the Participants with Stock or the right to purchase Stock, or provide other incentive Awards that have a value derived from the value of Stock, or an exercise or conversion privilege at a price related to Stock, or that are otherwise payable in or convertible into shares of Stock. The Awards shall be in the form and based upon the terms and conditions determined by the Committee (including but not limited to the achievement of specific Performance Goals), provided that the Awards shall not be inconsistent with the other terms of this Plan.

Section 5: Award Agreements

Each Award granted under the Plan shall be evidenced by an Award Agreement. Each Award Agreement shall set forth the terms and conditions applicable to the Award, as determined by the Committee in its discretion and subject to the Plan, including but not limited to provisions describing the treatment of an Award in the event of the termination of a Participant’s status as an Employee for reasons of Retirement, death or otherwise, or in the event of Participant’s Disability, in the event the Participant engages in a “competing business” as such term shall be defined in the Award Agreement or in the event there is a restatement of the Company’s financial statements. The Committee may deliver the Award Agreement by interoffice mail, U.S. mail, email or other electronic means (including posting on a web site maintained by the Company or by a third party under contract with the Company) all documents relating to the Plan or any Award thereunder and other documents that the Company is required to deliver to its security holders unless otherwise prohibited by law. A Participant shall have no rights with respect to an Award unless such Participant accepts the Award within such period as the Committee shall specify by executing an Award Agreement in such form as the Committee shall determine and, if the Committee shall so require, makes payment to the Company in such amount as the Committee may determine.

Section 6: Prohibition on Re-pricing

Except in connection with a corporate transaction involving the Company as described in Section 8, the terms of outstanding Appreciation Value Award Vehicles may not be amended to be repriced, replaced, regranted through cancellation or modified without stockholder approval, if the effect of such change in terms would be to reduce the exercise price for the Shares underlying such Appreciation Value Awards.

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Section 7: Claw Back Provision

If the Company restates its financial statements, and as a result, the amount of compensation that would have been paid or payable to the Employee pursuant to the Award had the financial results been properly reported would have been lower than the amount actually paid or payable, then the Company, by action of the Committee, may, in whole or in part, amend, cancel or rescind any prior delivery of shares of Stock or value of shares of Stock or cash or property granted within the three year period preceding the date on which the Company is required to prepare the restatement.

Section 8: Adjustment Provisions

a. Capital Adjustments.

(i) If the Company subdivides its outstanding shares of Stock into a greater number of shares of Stock (including, without limitation, by stock dividend or stock split) or combines its outstanding shares of Stock into a smaller number of shares of Stock (by reverse stock split, reclassification or otherwise), or the Committee determines that any stock dividend, extraordinary cash dividend, reclassification, recapitalization, reorganization, split-up, spin-off, combination, exchange of shares of Stock, warrants or rights offering to purchase shares of Stock, or other similar corporate event (including mergers or consolidations) affects the share of Stock such that an adjustment is required in order to preserve the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable and appropriate, make such adjustments to any or all of (i) the aggregate number and/or kind of shares of Stock reserved for the Plan (including without limitation the ISO Limit), (ii) the number and/or kind of shares of Stock subject to outstanding Awards, (iii) the exercise price with respect to outstanding Appreciation Value Award Vehicles, (iv) any individual Participant share limitations set forth herein and (v) any other adjustment that the Committee determines to be equitable; provided, however, that the number of shares of Stock subject to any Option shall be rounded down to the nearest whole number; provided, further, that no such adjustment shall be made if or to the extent that it would cause an outstanding Award to cease to be exempt from, or to fail to comply with, Section 409A of the Code. The Committee may provide for a cash payment to any Participant of a Plan Award in connection with any adjustment made pursuant to this Section 8. Any such adjustment shall be final and binding upon all Participants, the Company, their representatives, and all other interested persons. No such adjustment shall be made by the Committee, however, for any of the following corporate transactions:

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(1) The issuance of Stock as compensation to any Company Employee, director, consultant or other service provider;

(2) The issuance of Stock pursuant to an “Incentive Stock Option” under Section 422 of the Code;

(3) The issuance or sale of Stock to a third-party at an arm’s length price that is negotiated and agreed to between the Company and such third-party;

(4) The issuance or sale of Stock to a Company Employee or director at a discount pursuant to a plan maintained in accordance with, and to the extent permitted under, Section 423 of the Code; or

(5) A redemption of Stock by the Company at a price equal to the Fair Market Value of the Stock on the date of such redemption.

Any adjustment made pursuant to this Section 8 shall be made in accordance with the rules of any securities exchange, stock market or stock quotation system to which the Company is subject. Any adjustment made by the Committee under this Section 8 shall be final, binding and conclusive on all persons.

b. Other Adjustments. The existence of the Plan and the Awards granted hereunder shall not affect or restrict in any way the right or power of the Board of Directors or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other capital structure of its business, any merger or consolidation of the Company, any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Stock or the rights thereof, the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, or any similar transaction.

c. Fractional Shares. No fractional shares of Stock will be issued or accepted. Any fractional shares will be paid in the equivalent amount of cash. The Committee may impose such other conditions, restrictions and contingencies with respect to shares of Stock delivered pursuant to the exercise of an Award as it deems desirable.

Section 9: Other General Terms and Conditions for Awards

a. The term of an Award shall not exceed seven (7) years.

b. Unless otherwise provided under the Plan or by the Committee, no Award (or any rights or obligations thereunder) may be sold, exchanged, transferred, assigned, pledged, hypothecated hedged, or otherwise disposed of (other than upon the death of the Participant, by beneficiary designation, by last will and testament or by the laws of descent and distribution) and shall be exercisable and subject to receipt during the Participant’s lifetime only by the Participant.

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c. The Exercise Price for each Award that allows for the purchase of a share of Stock under an Award shall be specified in an Award Agreement containing the terms and conditions as determined by the Committee and subject to the provisions of Section 8, shall not be less than Fair Market Value on the date the Award is granted; provided, however, that in no event shall the Exercise Price per share be less than the par value thereof. The Exercise Price, as applicable, of an Award shall not be less than 100% of the Fair Market Value of the Stock on the date such Award is granted and the exercise opportunity may be capped if the Committee determines appropriate and so specifies in the Award Agreement pertaining thereto.

d. The Exercise Price, as applicable, of an Award may be paid in cash, personal check (subject to collection), bank draft or such other method as the Committee may determine from time to time. The Exercise Price may also be paid by the tender, by either actual delivery or attestation, of Stock acceptable to the Committee and valued at its Fair Market Value on the date of exercise; through a combination of Stock and cash. Without limiting the foregoing, to the extent permitted by applicable law: the Committee may, on such terms and conditions as it may determine, permit a Participant to elect to pay the Exercise Price by authorizing a third party, pursuant to a brokerage or similar arrangement approved in advance by the Committee, to simultaneously sell all (or a sufficient portion) of the Stock acquired upon exercise of such Award and to remit to the Company a sufficient portion of the proceeds from such sale to pay the entire Exercise Price of such Award and any required tax withholding resulting there from. If a Participant utilizes any proceeds from the exercise of an Award to pay the Exercise Price, taxes or any other amounts owed, such proceeds shall count against the Maximum Limit as if they were received by the Participant.

e. No Award may be granted under this Plan on or after the tenth anniversary of the date this Plan is approved by stockholders.

f. The exercise or delivery of Stock or payment of cash pursuant to an Award shall be subject to the condition that if at any time the Company shall determine in its discretion that the satisfaction of withholding tax or other withholding liabilities under any state or Federal law, or that the listing, registration or qualification of any shares of Stock otherwise deliverable upon any securities exchange or under any state or Federal Law, or that the consent or approval of any regulatory body, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares thereunder, then in any such event such exercise or delivery shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company.

g. Each Participant shall agree that, subject to the provisions of Section 9(i) below,

(1) no later than the date as of which the restrictions mentioned in the instrument evidencing the Award shall lapse, such Participant will pay to the Company in cash, or, if the Committee approves, in Stock or make other arrangements satisfactory to the Committee regarding payment of, any Federal, state or local taxes of any kind required by law to be withheld with respect to such Award, and

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(2) the Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any Federal, state or local taxes of any kind required by law to be withheld with respect to the Award.

h. If any Participant properly elects, as permitted by Code Section 83b (or any successor Code provisions) within thirty (30) days of the date of the grant, to include in gross income for Federal income tax purposes, an amount equal to the Fair Market Value of the shares of Stock granted pursuant to an Award, such Participant shall pay to the Company, or make arrangements satisfactory to the Committee to pay to the Company, any Federal, state or local taxes required to be withheld with respect to such shares. If such Participant shall fail to make such payments, the Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the employee any Federal, state or local taxes of any kind required by law to be withheld with respect to such shares.

i. Dividends or Dividend Equivalents may be granted with respect to all or part of an Award to the extent the shares underlying the Award are deemed vested and outstanding on the record date as determined by the Committee. If dividends are granted they may be paid, as determined by the Committee, currently or on a deferred basis (i) in cash, (ii) in Dividend Equivalents or (iii) accumulated or reinvested in Stock and held subject to the same restrictions as the Stock under the Award. Neither dividends nor Dividend Equivalents will be paid on unvested Awards. Dividends attributable to unvested Awards shall be credited in respect of such Award and paid when and only if the Award vests. All dividends or Dividend Equivalents which are not paid currently will not accrue interest. Dividends or Dividend Equivalents due and owing as stated herein, will be credited to a Participant’s account or distributed to a Participant in an amount equal to the cash dividends paid on one share of Stock for each share of Stock vested by an Award and held by such Participant. No dividends or Dividend Equivalents will be awarded on Appreciation Value Award Vehicles.

j. Unless expressly provided otherwise in the Award Agreement, no Participant shall have any rights as a stockholder with respect to any Stock covered by an Award until the date the Participant becomes the holder of record thereof.

k. With respect to each type of Award, the Committee may designate such Award as a “performance based compensation award” in order that such Award constitute qualified performance based compensation under Code Section 162(m). With respect to each Award intended to qualify as performance based compensation under Section 162(m), the Committee shall on or before 25% of the applicable

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Performance Period has elapsed or if shorter, within such time period as required to constitute performance based compensation under 162(m), establish in writing, the Performance Goal or Goals. A Participant shall be eligible to receive payment in respect of a “performance based compensation award” only to the extent that the Performance Goal(s) for such Award are achieved as certified by the Committee. Based on the achievement of the Performance Goal or Goals, the Committee shall then determine the actual amount of the “performance based compensation Award” to be paid to the Participant. In so doing, the Committee may use negative discretion to decrease any Participant Award based upon such performance, but may not increase the amount of the Award otherwise payable to a Covered Employee based upon such performance. If Performance Goals are established for an Award to a Covered Employee, once established for a Performance Period, such Performance Goals shall not be amended or otherwise modified to the extent such amendment or modification would cause the compensation payable pursuant to the Award to fail to constitute qualified performance based compensation under Code section 162(m).

l. Unless an Award Agreement specifies otherwise, the Committee may cancel at any time any Award or rescind any prior delivery of shares or value of shares, cash or property, if the Participant is not in compliance with all other applicable provisions of the Award Agreement or the Plan or if, within six months or such longer period as specified with respect to the Participant, in any noncompete entered into between the Participant and the Company, after exercise, as applicable, the Participant:

(i) Engages in a Competing Business, as such term is defined in the Award Agreement; or

(ii) Solicits for employment, hires or offers employment to, or discloses information to or otherwise aids or assists any other person or entity other than the Company in soliciting for employment, hiring or offering employment to, any employee of the Company; or

(iii) Takes any action which is intended to harm the Company or its reputation, which the Company reasonably concludes could harm the Company or its reputation or which the Company reasonably concludes could lead to unwanted or unfavorable publicity to the Company; or

(iv) Discloses to anyone outside of the Company, or uses in other than the Company’s business, any Confidential Information.

(v) The Company shall immediately notify the Participant in writing of any cancellation of any unexercised or unvested Award. Following such notice, the Participant shall have no further rights with respect to such Award. In the event of the rescission of the exercise of an Award within six months (or such longer period specified in any agreement between Participant and Company) after the activity referred to above in this Section 9(l), the

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Company shall notify the Participant in writing. Within ten (10) days after receiving such notice from the Company, the Participant shall either (i) pay to the Company the excess of the Fair Market Value of the Stock on the date of exercise of an Award over the exercise price for the Award or the Fair Market Value of the Stock and/or cash distributed to the Participant as a result of the exercise of an Award or (ii) return the Stock received upon the exercise of an Award (in which case the Company will return the exercise price to the Participant) or return the Stock and/or cash delivered upon the exercise of this Award.

m. The Participant shall agree and consent to a deduction from any amounts the Company owes to the Participant from time to time (including amounts owed as wages or other compensation, fringe benefits, or vacation pay, as well as any other amounts owed to the Participant by the Company), to the extent the Participant owes the Company under Section 9(l) above. Whether or not the Company elects to make any set-off in whole or in part, if the Company does not recover by means of set-off the full amount owed by the Participant, calculated as set forth in Section 9(l) above, then the Participant agrees to pay immediately the unpaid balance to the Company

n. The Committee may establish such other terms and conditions for an Award as it deems appropriate.

o. The Committee may, at any time and in its sole discretion, determine that any outstanding Awards granted under the Plan will be canceled and terminated and that in connection with such cancellation and termination the holder of such Awards may receive for each share of Stock subject to such Award a cash payment (or the delivery of shares of stock, other securities or a combination of cash, stock and securities equivalent to such cash payment) as follows:

(1) Appreciation Right Vehicle Awards – whether or not exercisable, a cash payment (or the delivery of shares of stock, other securities or a combination of cash, stock, and securities equivalent to such cash payment) equal to the difference, if any, between the amount determined by the Committee to be the Fair Market Value of the Stock and the exercise price per share multiplied by the number of shares of Stock subject to such Award; provided that if such product is zero or less, or to the extent that the Award is not then exercisable, the Awards will be canceled and terminated without payment therefore.

(2) Full Value Award Vehicle – a cash payment equal to the Fair Market Value of the shares of Stock under the Award, as designated by the Committee.

(3) Other Awards – a payment amount as determined in the sole discretion of the Committee.

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Section 10: Stock Available Under Plan

a. Subject to the adjustment provisions of Section 8, the maximum number of shares of Stock with respect to which Awards may be granted (or, in the cases of Awards that may be settled in cash or Stock) under the Plan shall not exceed 3,375,000 shares of Stock (the “Maximum Limit”). Subject to adjustment in accordance with Section 8, no Participant shall be granted, during any one (1) year period, Options to purchase Stock and Appreciation Rights or other Appreciation Value Award Vehicles with respect to more than 350,000 shares of Stock in the aggregate or any other Awards with respect to more than 350,000 shares of Stock in the aggregate. Notwithstanding anything to the contrary contained in the Plan, the maximum number of shares of Stock with respect to which Full Value Award Vehicles may be granted to an Employee for any 12-month period contained in the performance period for such Award shall be 350,000 (as adjusted pursuant to the provisions of Section 8 of the Plan), and the maximum payment under any Full Value Award Vehicles granted to an Employee (valued as of the date of grant of such Award(s)) shall be $5,000,000 for each 12-month period contained in the performance period for such Award. The grant limits under the preceding sentence shall (i) apply to Full Value Award Vehicles only if the Full Value Award Vehicles are intended to be “performance based compensation” as that term is used in Section 162(m) of the Code and (ii) be adjusted on a pro-rata basis for each full or partial 12-month period in the applicable Performance Period. With respect to any Award which, in whole or in part, is terminated, surrendered, cancelled or forfeited, new Awards may be granted under the Plan with respect to the number of shares of Stock as to which such termination, surrender, cancellation or forfeiture has occurred.

b. Upon the grant of any Stock Award other than an Appreciation Value Award Vehicle, 1.61 multiplied by the maximum number of shares of Stock that may be issued for the Award shall be reserved against the Maximum Limit. Upon vesting of any Stock Award other than an Appreciation Value Award Vehicle, 1.61 multiplied by the number of shares of Stock issued for such Award shall decrease the shares available under the Maximum Limit. Upon grant of an Appreciation Value Award Vehicle (to the extent delivered to be in Stock), one share of stock shall be reserved for each share of Stock subject to the Appreciation Value Award Vehicle. Upon exercise of an Appreciation Value Award Vehicle, regardless of the gain, (to the extent delivered to be in Stock), the shares available under the Maximum limit shall be decreased by one share of stock for each share of Stock subject to the Appreciation Value Award Vehicle that is exercised. If the number of shares reserved is greater than the number of shares used to decrease the shares available under the Maximum Limit, such shares shall be available for future Awards.

c. Shares of Stock covered by the unexercised or terminated or forfeited portion of any Award that did not result in the delivery of Stock shall be available for further Awards. Subject to Section 8, additional rules for determining the number of shares of Stock granted under an Award type under the Plan may be adopted by the Committee, as it deems necessary and appropriate and consistent with the overall limits set forth in the Plan.

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d. The Stock that may be issued pursuant to an Award under the Plan may be authorized and issued Stock held in the Company’s treasury or authorized but unissued Stock, or Stock may be acquired, subsequently or in anticipation of the transaction, in the open market to satisfy the requirements of the Plan.

e. Any shares of Stock delivered by the Company, any shares of Stock with respect to which Awards are made by the Company and any shares of Stock with respect to which the Company becomes obligated to make Awards, through the assumption of, or in substitution for, outstanding awards previously granted by an acquired entity, shall not be counted against the shares of Stock available for Awards under this Plan.

f. The Committee may direct that any stock certificate evidencing shares issued pursuant to the Plan shall be registered in the name of the Participant, shall bear a legend setting forth such restrictions on transferability as may apply to such shares pursuant to the Plan and shall be subject to appropriate stop transfer orders; provided, however, that the certificates representing shares of Restricted Stock shall be held in custody by the Company until the restrictions relating thereto otherwise lapse, and the Participant shall deliver to the Company a stock power endorsed in blank relating to the Restricted Stock or other form as appropriate.

Section 11: Amendment and Termination

The Board of Directors may at any time amend, suspend or terminate the Plan, in whole or in part, and the Committee may, subject to the Plan, at any time alter or amend any or all Award Agreements to the extent permitted by applicable law and the Plan; provided that no such action shall materially impair the rights of any holder of an Award without the holder’s consent. For purposes of the Plan, any action of the Board of Directors or the Committee that alters or affects the tax treatment of any Award shall not be considered to materially impair any rights of any holder. Notwithstanding the foregoing, neither the Board of Directors nor the Committee shall (except pursuant to Section 8) amend the Plan or any Award Agreement, without the approval of the stockholders of the Company to (i) increase the number of shares of Stock available for Awards as set forth in Section 10, (ii) decrease the Exercise Price of any Award or (iii) make any other amendments to the Plan or Award Agreement which would require stockholder approval under the General Corporation Law of the State of Delaware, New York Stock Exchange Rules or such other rules as may govern the trading or quotation of the Company’s Stock, Rule 16b-3 of the Securities Exchange Act of 1934, as amended, or Section 162(m) of the Code.

Notwithstanding the above, the Board may, by resolution, amend the Plan in any way that it deems necessary or appropriate in order to make income with respect to the Plan deductible for Federal income tax purposes under Section 162(m) of the Code and any such amendment shall be effective as of such date as is necessary to make such income

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under the Plan so deductible. Notwithstanding anything to the contrary in this Section 11, the Board of Directors or the Committee shall have full discretion to amend the Plan to the extent necessary to preserve fixed accounting treatment with respect to any Award and any outstanding Award Agreement shall be deemed to be so amended to the same extent, without obtaining the consent of any holder, without regard to whether such amendment adversely affects a holder’s rights under the Plan or such Award Agreement.

Section 12: Administration

a. The Plan and all Awards shall be administered by the Committee, provided that, in the absence of the Committee or to the extent determined by the Board of Directors, any action that could be taken by the Committee may be taken by the non-employee members of the Board of Directors. A majority of the members of the Committee shall constitute a quorum. The majority of non-employee Board of Director members shall constitute a quorum of the Board. The vote of a majority of a quorum shall constitute action by the Committee and/or the Board.

b. The Committee shall have full and complete authority, in its sole and absolute discretion, (i) to exercise all of the powers granted to it under the Plan, (ii) to construe, interpret and implement the Plan, any Award Agreement and any related document, (iii) to prescribe, amend and rescind rules relating to the Plan including rules governing its own operation, (iv) to make all determinations necessary or advisable in administering the Plan, (v) to correct any defect, supply any omission and reconcile any inconsistency in the Plan, (vi) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Committee, (vii) to impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by the Participant of any shares of Stock issued as a result of or under an Award, including without limitation, restrictions under the Company’s Trading in Securities Policy as may be amended from time to time, (viii) to amend the Plan to reflect changes in applicable law and (ix) to determine whether, to what extent and under what circumstances Awards may be settled or exercised in cash, shares of Stock, other securities, other Awards or other property, or canceled, forfeited or suspended and the method or methods by which Awards may be settled, canceled, forfeited or suspended. The actions and determinations of the Committee on all matters relating to the Plan and any Awards will be final and conclusive. The Committee’s determinations under the Plan need not be uniform and may be made by it selectively among Employees and Participants who receive, or who are eligible to receive, Awards under the Plan, whether or not such persons are similarly situated.

c. The Committee and others to whom the Committee has allocated or delegated authority or duties shall keep a record of all their proceedings and actions and shall maintain all such books of account, records and other data as shall be necessary for the proper administration of the Plan.

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d. The Committee may appoint such accountants, counsel, and other experts as it deems necessary or desirable in connection with the administration of the Plan.

e. The Company shall pay all reasonable expenses of administering the Plan, including, but not limited to, the payment of professional fees.

f. It is the intent of the Company that this Plan and Awards hereunder satisfy, and be interpreted in a manner that satisfy, (i) in the case of Participants who are or may be Insiders, the applicable requirements of Rule 16b-3 of the Exchange Act, so that such persons will be entitled to the benefits of Rule 16b-3, or other exemptive rules under Section 16, and will not be subjected to avoidable liability thereunder and (ii) in the case of Performance Compensation Awards, the applicable requirements of Code section 162(m). If any provision of this Plan or of any Award Agreement would otherwise frustrate or conflict with the intent expressed in this Section 12(f), that provision to the extent possible shall be interpreted and deemed amended so as to avoid such conflict. To the extent of any remaining irreconcilable conflict with such intent, such provision shall be deemed void as applicable to Insiders and/or Covered Employees, as applicable.

g. It is the intent of the Company that this Plan and Awards hereunder are exempt from or comply with the Section 409A Rules and the Committee shall exercise its discretion in granting Awards hereunder (and the terms of such grants) accordingly. The Plan and any grant of any Award hereunder may be amended from time to time as may be necessary or appropriate to comply with the Section 409A Rules.

h. Except to the extent prohibited by applicable law or otherwise, the Committee may from time to time allocate to one or more of its members and delegate to one or more Employees all or any portion of its authority and duties, provided that the Committee may not allocate or delegate any discretionary authority with respect to substantive decisions or functions regarding the Plan or Awards to the extent inconsistent with the intent expressed in Section 12(f) and 12(g).

i. No member of the Board of Directors or the Committee or any employee of the Company or any of its subsidiaries or affiliates (each such person a “Covered Person”) shall have any liability to any person (including, without limitation, any Participant) for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award. Each Covered Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense (including attorneys’ fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be taken under the Plan and against and from any and all amounts paid by such Covered Person, with the Company’s approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person, provided that the Company shall have the right, at its own expense, to assume and defend any such action, suit or

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proceeding and, once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to a Covered Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case, not subject to further appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted from such Covered Person’s bad faith, fraud or willful criminal act or omission. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Covered Persons may be entitled under the Company’s Certificate of Incorporation or By-Laws, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such persons or hold them harmless.

Section 13: Change of Control

a. In the event of a Change of Control, in addition to any action required or authorized by the terms of an Award Agreement, the Committee may, in its sole discretion, take any of the following actions as a result, of any such event to assure fair and equitable treatment of Participants:

(1) require provisions be made in connection with such Change in Control for the assumption of Awards theretofore granted under the Plan, or the substitution/replacement of such Awards with new Awards (with similar vesting conditions) of the successor corporation (such new Awards may be denominated in cash, property or equity of the successor corporation), with appropriate adjustment as to the number and/or kind of shares and the purchase price for shares thereunder;

(2) determine that any or all outstanding Awards granted under the Plan, whether or not exercisable, will be canceled and terminated and that in connection with such cancellation and termination the holder of such Award may receive for each share of Stock subject to such Awards a cash payment (or the delivery of shares of Stock, other securities or a combination of cash, stock and securities equivalent to such cash payment) equal to the difference, if any, between the consideration received by shareholders of the Company in respect of a share of Stock in connection with such transaction and the exercise price per share, if any, under the Award multiplied by the number of shares of Stock subject to such Award; provided that if such product is zero or less, or to the extent that the Award is not then exercisable, the Awards will be canceled and terminated without payment therefor;

(3) accelerate time periods for purposes of vesting in, or realizing gain from, any outstanding Award made pursuant to this Plan following the Change of Control and the involuntary termination (as determined by the Committee in its sole discretion) of the Participant as an Employee of the Company or any Subsidiary or a successor corporation; and/or

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(4) extend the time during which an Award may be exercised following a Participant’s termination of employment; and/or

(5) make adjustments or modifications to outstanding Awards as the Committee deems appropriate to maintain and protect the rights and interests of Participants following such Change of Control.

Section 14: Miscellaneous

a. Other Payments or Awards. Nothing contained in the Plan shall be deemed in any way to limit or restrict the Company or an Subsidiary from making any award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect.

b. Unfunded Plan. The Plan shall be unfunded. No provision of the Plan or any Award Agreement shall require the Committee, the Company or a Subsidiary, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company or a Subsidiary maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company or a Subsidiary.

c. Limits of Liability. Any liability of the Company or an affiliate to any Participant with respect to an Award shall be based solely upon contractual obligations created by the Plan and the Award Agreement.

d. Rights of Employees. Status as an eligible Employee shall not be construed as a commitment that any Award shall be made under this Plan to such eligible Employee or to eligible Employees generally. Nothing contained in this Plan or in any Award Agreement shall confer upon any Employee or Participant any right to continue in the employ or other service of the Company or a Subsidiary or constitute any contract or limit in any way the right of the Company or a Subsidiary to change such person’s compensation or other benefits or to terminate the employment or other service of such person with or without cause. Except as provided otherwise in an Award Agreement, an Employee’s (i) transfer from the Company to a Subsidiary or affiliate of the Company, whether or not incorporated, or visa versa, or from one Subsidiary to another or (ii) leave of absence, duly authorized in writing by the Company or a Subsidiary, shall not be deemed a termination of such Employee’s employment or other service.

e. Section Headings. The section headings contained herein are for the purpose of convenience only, and in the event of any conflict, the text of the Plan, rather than the section headings, shall control.

f. Construction. In interpreting the Plan, the masculine gender shall include the feminine, the neuter gender shall include the masculine or feminine, and the singular shall include the plural unless the context clearly indicates otherwise.

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g. Invalidity. If any term or provision contained herein or in any Award Agreement shall to any extent be invalid or unenforceable, such term or provision will be reformed so that it is valid, and such invalidity or unenforceability shall not affect any other provision or part thereof.

h. Applicable Law. The Plan, the Award Agreements and all actions taken hereunder or thereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to the conflict of law principles thereof.

i. Supplementary Plans. The Committee may authorize Supplementary Plans applicable to Employees subject to the tax laws of one or more countries other than the United States and providing for the grant of Awards to such Employees on terms and conditions, consistent with the Plan, determined by the Committee which may differ from the term and conditions of such Awards pursuant to the Plan for the purpose of complying with the conditions for qualification of Awards for favorable treatment under foreign tax and/or securities laws. Notwithstanding any other provision hereof, Options granted under any Supplementary Plan shall include provisions that conform with Section 4; and Restricted Stock granted under any Supplementary Plan shall include provisions that conform with Section 4.

j. Effective Date and Term. The Plan was adopted by the Board of Directors effective as of March 20, 2012, subject to approval by the Company’s stockholders. The Committee may grant Awards prior to stockholder approval, provided, however, that Awards granted prior to such stockholder approval are automatically canceled if stockholder approval is not obtained at or prior to the period ending twelve months after the date the Plan is effective and provided further that no Award may be settled prior to the date stockholder approval is obtained. Unless sooner terminated, the Plan shall remain in effect until March 20, 2022. Termination of the Plan shall not affect any Award previously made.

k. No Third Party Beneficiaries. Except as expressly provided therein, neither the Plan nor any Award Agreement shall confer on any person other than the Company and the grantee of any Award any rights or remedies thereunder.

l. Successors and Assigns. The terms of this Plan shall be binding upon and inure to the benefit of the Company and its successors and assigns.

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Michael J. Massey, certify that:

1. I have reviewed this Form 10-Q of Collective Brands, Inc., a Delaware corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 6, 2012

/s/ Michael J. Massey

Michael J. Massey

Chief Executive Officer and President

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Douglas G. Boessen, certify that:

1. I have reviewed this Form 10-Q of Collective Brands, Inc., a Delaware corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 6, 2012

/s/ Douglas G. Boessen

Douglas G. Boessen

Division Senior Vice President -

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Collective Brands, Inc. (the “Company”) on Form 10-Q for the period ending April 28, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael J. Massey, Chief Executive Officer and President, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 6, 2012

/s/ Michael J. Massey

Michael J. Massey

Chief Executive Officer and President

(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Collective Brands, Inc. (the “Company”) on Form 10-Q for the period ending April 28, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas G. Boessen, Division Senior Vice President - Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 6, 2012

/s/ Douglas G. Boessen

Douglas G. Boessen

Division Senior Vice President -

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

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Intangible Assets And Goodwill (Amortization Expense On Intangible Assets) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Intangible Assets And Goodwill [Abstract]
Amortization expense on intangible assets	$ 2.7	$ 3.4

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012 M	Apr. 30, 2011
Income Taxes [Abstract]
Effective income tax rate	17.10%	10.80%
Net favorable discrete events	$ 1.0	$ 2.2
Weighted average foreign effective tax rate	16.80%	14.10%
Interest and penalties related to unrecognized tax benefit (expense)	34.0	59.1
Portion of unrecognized tax benefits that would impact the effective tax rate if recognized	20.9	27.2
Potential decrease in unrecognized tax benefits	2.3
Period applicable to decrease of unrecognized tax benefits, months	12
Favorable impact in the period of recognition, maximum	$ 1.5

XML

Fair Value Measurements (Asset Impairment Charges By Reporting Segment) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Asset impairment charges	$ 0.4	$ 1.3
Payless Domestic [Member]
Asset impairment charges	0.2	1.3
Payless International [Member]
Asset impairment charges	$ 0.2

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Earnings Per Share (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Apr. 28, 2012		Apr. 30, 2011
Earnings Per Share [Line Items]
Net earnings attributable to Collective Brands, Inc.	$ 33.2		$ 26.4
Less: net earnings allocated to participating securities	0.3	[1]	0.3	[1]
Net earnings available to common shareholders	$ 32.9		$ 26.1
Weighted average shares outstanding-basic	60,113,000		60,655,000
Weighted average shares outstanding-diluted	60,768,000		61,690,000
Basic earnings per share attributable to common shareholders	$ 0.55		$ 0.43
Diluted earnings per share attributable to common shareholders	$ 0.54		$ 0.42
Stock Options [Member]
Earnings Per Share [Line Items]
Net effect of dilutive stock-settled SARs	54,000		195,000
Number of shares excluded from stock options and stock-settled SARs for calculation of diluted earnings per share	3,500,000
Stock Appreciation Rights (SARs) [Member]
Earnings Per Share [Line Items]
Net effect of dilutive stock-settled SARs	601,000		840,000
Number of shares excluded from stock options and stock-settled SARs for calculation of diluted earnings per share			3,100,000

[1] Net earnings allocated to participating securities is calculated based upon a weighted average percentage of participating securities in relation to total shares outstanding. Net losses are not allocated to participating securities.

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Fair Value Measurements (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011	Jan. 28, 2012
Asset Impairment Test [Line Items]
Assets, carrying value	$ 2,079.5	$ 2,283.6	$ 2,047.2
Assets, fair value	0.3	0.1
Asset impairment charges	0.4	1.3
Asset Impairment Test [Member]
Asset Impairment Test [Line Items]
Assets, carrying value	$ 0.7	$ 1.4

XML

Segment Reporting (Tables)

3 Months Ended

Apr. 28, 2012

Segment Reporting [Abstract]

Information On Reporting Segments

	13 Weeks Ended
(dollars in millions)	April 28, 2012			April 30, 2011
Reporting segment net sales:
Payless Domestic	$	513.9		$	498.4
Payless International		101.2			97.5
PLG Wholesale		230.2			212.5
PLG Retail		66.8			60.6
Total net sales	$	912.1		$	869.0
Reporting segment operating profit (loss):
Payless Domestic	$	23.3		$	13.0
Payless International		(1.4	)		3.0
PLG Wholesale		22.9			25.3
PLG Retail		4.4			1.1
Total operating profit	$	49.2		$	42.4

(dollars in millions)	April 28, 2012		April 30, 2011		January 28, 2012
Reporting segment total assets:
Payless Domestic	$	892.8	$	1,039.9	$	834.6
Payless International		228.0		253.3		232.3
PLG Wholesale		888.3		916.3		912.0
PLG Retail		70.4		74.1		68.3
Total assets	$	2,079.5	$	2,283.6	$	2,047.2

XML

Segment Reporting (Information On Reporting Segments) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011	Jan. 28, 2012
Segment Reporting Information [Line Items]
Net sales	$ 912.1	$ 869.0
Operating profit (loss)	49.2	42.4
Total assets	2,079.5	2,283.6	2,047.2
Payless Domestic [Member]
Segment Reporting Information [Line Items]
Net sales	513.9	498.4
Operating profit (loss)	23.3	13.0
Total assets	892.8	1,039.9	834.6
Payless International [Member]
Segment Reporting Information [Line Items]
Net sales	101.2	97.5
Operating profit (loss)	(1.4)	3.0
Total assets	228.0	253.3	232.3
PLG Wholesale [Member]
Segment Reporting Information [Line Items]
Net sales	230.2	212.5
Operating profit (loss)	22.9	25.3
Total assets	888.3	916.3	912.0
PLG Retail [Member]
Segment Reporting Information [Line Items]
Net sales	66.8	60.6
Operating profit (loss)	4.4	1.1
Total assets	$ 70.4	$ 74.1	$ 68.3

XML

Exit Costs (Tables)

3 Months Ended

Apr. 28, 2012

Exit Costs [Abstract]

Components Of The Exit Costs

(dollars in millions)	Accrual Balance as of January  28, 2012		Costs Incurred		Cash Payments			Accrual Balance as of April  28, 2012		Total Charges to Date
Lease termination costs(1)	$	5.8	$	1.7	$	(2.4	)	$	5.1	$	12.3
Employee severance and other exit costs		1.7		1.0		(2.1	)		0.6		3.4
Total	$	7.5	$	2.7	$	(4.5	)	$	5.7	$	15.7

⁽¹⁾  The accrual balance as of January 28, 2012 was changed from $1.6 (disclosed in the prior period) to $5.8, as the previously-disclosed prior period amount did not include a $4.2 accrual as of January 29, 2011 related to lease costs incurred and recorded prior to the commencement of the exit activities.

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Share-Based Compensation (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Apr. 28, 2012 Y	Apr. 30, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total fair value of share grants	$ 6.2	$ 9.5
Total share-based compensation expense	0.3
Amount of unrecognized compensation expense related to nonvested awards	$ 10.6
Weighted average period in which unrecognized compensation expense related to nonvested awards will be recognized, in years	1.1
2006 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	4,987,000
2012 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	3,375,000

XML

Long-Term Debt (Summary Of Long-Term Debt And Capital-Lease Obligations) (Details) (USD $) In Millions, unless otherwise specified	Apr. 28, 2012		Jan. 28, 2012		Apr. 30, 2011
Debt Instrument [Line Items]
Long-term debt	$ 603.6		$ 604.8		$ 658.2
Less: current maturities of long-term debt	5.1		5.1		5.1
Total debt	608.7		609.9		663.3
Term Loan Facility [Member]
Debt Instrument [Line Items]
Total debt	483.1	[1]	484.4	[1]	488.1	[1]
Fair value debt	481.3		479.5		488.1
Senior Subordinated Notes [Member]
Debt Instrument [Line Items]
Total debt	124.7	[2]	124.6	[2]	174.2	[2]
Fair value debt	125.4		125.6		178.1
Amended Revolving Loan Facility [Member]
Debt Instrument [Line Items]
Total debt		[3]		[3]		[3]
Revolving loan facility, gross	300.0
Revolving loan facility less outstanding letters of credit	28.6
Revolving loan facility, net	271.4
Variable interest rate, including variable margin	1.11%
Capital-Lease Obligations [Member]
Debt Instrument [Line Items]
Total debt	$ 0.9		$ 0.9		$ 1.0

[1] As of April 28, 2012, April 30, 2011 and January 28, 2012, the fair value of the Company's Term Loan Facility was $481.3 million, $488.1 million and $479.5 million, respectively, based on quoted market prices for similar issues with similar remaining maturities. The fair value of the Company's Term Loan Facility is valued using level 2 measurements as defined in the Fair Value Measurements footnote.

[2] As of April 28, 2012, April 30, 2011 and January 28, 2012, the fair value of the Company's Senior Subordinated Notes was $125.4 million, $178.1 million and $125.6 million, respectively, based on trading activity as of those dates. The fair value of the Company's Senior Subordinated Notes is valued using level 1 measurements as defined in the Fair Value Measurements footnote.

[3] As of April 28, 2012, the Company's borrowing base on its Amended Revolving Loan Facility was $300.0 million less $28.6 million in outstanding letters of credit, or $271.4 million. The variable interest rate, including the applicable variable margin at April 28, 2012, was 1.11%.

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Exit Costs (Components Of The Exit Costs) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012
Restructuring Cost and Reserve [Line Items]
Accrual Balance as of January 28, 2012	$ 7.5
Costs Incurred	2.7
Cash Payments	(4.5)
Accrual Balance as of April 28, 2012	5.7
Total charges to Date	15.7
Lease Termination Costs [Member]
Restructuring Cost and Reserve [Line Items]
Accrual Balance as of January 28, 2012	5.8	[1]
Costs Incurred	1.7
Cash Payments	(2.4)
Accrual Balance as of April 28, 2012	5.1
Total charges to Date	12.3
Employee Severance and Other Exit Costs [Member]
Restructuring Cost and Reserve [Line Items]
Accrual Balance as of January 28, 2012	1.7
Costs Incurred	1.0
Cash Payments	(2.1)
Accrual Balance as of April 28, 2012	0.6
Total charges to Date	3.4
Previously Disclosed [Member] | Lease Termination Costs [Member]
Restructuring Cost and Reserve [Line Items]
Accrual Balance as of April 28, 2012	1.6
Restatement Adjustment [Member] | Lease Termination Costs [Member]
Restructuring Cost and Reserve [Line Items]
Accrual Balance as of April 28, 2012	$ 4.2

[1] The accrual balance as of January 28, 2012 was changed from $1.6 (disclosed in the prior period) to $5.8, as the previously-disclosed prior period amount did not include a $4.2 accrual as of January 29, 2011 related to lease costs incurred and recorded prior to the commencement of the exit activities.

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Share-Based Compensation (Schedule Of Stock-Settled SARs) (Details)	3 Months Ended
	Apr. 28, 2012		Apr. 30, 2011
Share-Based Compensation [Abstract]
Cliff vest after 3 years, Nonvested shares and share units	237,483		156,687
Performance grant - vest in installments over 3 years, Nonvested shares and share units	96,035	[1]	131,078	[1]
Performance grant-cliff vest after 3 years, Nonvested shares and share units		[1]	92,583	[1]
Cliff vest after 3 years, Phantom nonvested share units	7,212		1,350
Performance grant-vest in installments over 3 years, Phantom nonvested share units	536	[1]	450	[1]
Performance grant-cliff vest after 3 years, Phantom nonvested share units		[1]	6,584	[1]

[1] Certain nonvested shares are subject to a performance condition for vesting. The performance grant vests only if the performance condition is met. As of April 28, 2012, the Company has assessed the likelihood that the performance condition will be met and has recorded the related expense based on the estimated outcome.

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Subsidiary Guarantors Of Senior Notes - Condensed Consolidating Financial Information (Narrative) (Details)	Apr. 28, 2012
Subsidiary Guarantors Of Senior Notes - Condensed Consolidating Financial Information [Abstract]
Percentage of ownership interest Non-guarantor Subsidiaries	60.00%

XML

Fair Value Measurements (Financial Assets And Liabilities At Fair Value, Measured On A Recurring Basis) (Details) (USD $) In Millions, unless otherwise specified	Apr. 28, 2012		Jan. 28, 2012		Apr. 30, 2011
Money Market Funds [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial Assets	$ 87.7		$ 69.2		$ 149.3
Interest Rate Contract [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial Liabilities	1.0	[1]	2.0	[1]	4.7	[1]
Quoted Prices In Active Markets (Level 1) [Member] | Money Market Funds [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial Assets	87.7		69.2		149.3
Quoted Prices In Active Markets (Level 1) [Member] | Interest Rate Contract [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial Liabilities		[1]		[1]		[1]
Significant Observable Other Inputs (Level 2) [Member] | Money Market Funds [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial Assets
Significant Observable Other Inputs (Level 2) [Member] | Interest Rate Contract [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial Liabilities	1.0	[1]	2.0	[1]	4.7	[1]
Significant Unobservable Inputs (Level 3) [Member] | Money Market Funds [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial Assets
Significant Unobservable Inputs (Level 3) [Member] | Interest Rate Contract [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial Liabilities		[1]		[1]		[1]

[1] The fair value of the interest rate contract is determined using a mark-to-market valuation technique based on an observable interest rate yield curve and adjusting for credit risk.

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Interim Results

3 Months Ended

Apr. 28, 2012

Interim Results [Abstract]

Interim Results

Note 1 – Interim Results

These unaudited Condensed Consolidated Financial Statements of Collective Brands, Inc., a Delaware corporation, and subsidiaries (the "Company") have been prepared in accordance with the instructions to Form 10-Q of the United States Securities and Exchange Commission ("SEC") and should be read in conjunction with the Notes to the Consolidated Financial Statements (pages 65-107) in the Company's 2011 Annual Report on Form 10-K. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, these unaudited Condensed Consolidated Financial Statements are fairly presented and all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim periods have been included; however, certain items included in these statements are based upon estimates for the entire year. The Condensed Consolidated Balance Sheet as of January 28, 2012 has been derived from the audited financial statements at that date.

Collective Brands consists of three lines of business: Payless ShoeSource ("Payless"), Collective Brands Performance + Lifestyle Group ("PLG"), and Collective Licensing ("CLI"). The Company's operations in the Central and South American Regions operate as consolidated joint ventures in which the Company maintains a 60% ownership interest. The reporting period for operations in the Central and South American Regions is a December 31 year-end. The Central American Region is comprised of operations in Costa Rica, the Dominican Republic, El Salvador, Guatemala, Honduras, Jamaica, Nicaragua, Panama and Trinidad & Tobago. The South American Region is comprised of operations in Colombia and Ecuador. The effects of the one-month lag for the operations in the Central and South American Regions are not significant to the Company's financial position and results of operations. All intercompany amounts have been eliminated. The results for the thirteen week period ended April 28, 2012 are not necessarily indicative of the results that may be expected for the entire fifty-three week fiscal year ending February 2, 2013.

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Subsidiary Guarantors Of Senior Notes - Condensed Consolidating Financial Information (Condensed Consolidating Statement Of Earnings) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Net sales	$ 912.1	$ 869.0
Cost of sales	587.0	559.1
Gross margin	325.1	309.9
Selling, general and administrative expenses	275.9	267.5
Operating (loss) profit	49.2	42.4
Interest expense	8.3	10.9
Interest income	(0.1)	(0.1)
Equity in earnings of subsidiaries
Earnings before income taxes	41.0	31.6
(Benefit) provision for income taxes	7.0	3.4
Net earnings	34.0	28.2
Net earnings attributable to noncontrolling interests	(0.8)	(1.8)
Net earnings attributable to Collective Brands, Inc.	33.2	26.4
Parent Company [Member]
Net sales
Cost of sales
Gross margin
Selling, general and administrative expenses	1.2	1.0
Operating (loss) profit	(1.2)	(1.0)
Interest expense	11.7	12.8
Interest income
Equity in earnings of subsidiaries	(46.1)	(35.3)
Earnings before income taxes	33.2	21.5
(Benefit) provision for income taxes		(4.9)
Net earnings	33.2	26.4
Net earnings attributable to noncontrolling interests
Net earnings attributable to Collective Brands, Inc.	33.2	26.4
Guarantor Subsidiaries [Member]
Net sales	787.9	772.6
Cost of sales	511.4	522.7
Gross margin	276.5	249.9
Selling, general and administrative expenses	239.5	227.3
Operating (loss) profit	37.0	22.6
Interest expense	5.9	7.1
Interest income	(9.0)	(9.1)
Equity in earnings of subsidiaries	(10.7)	(16.1)
Earnings before income taxes	50.8	40.7
(Benefit) provision for income taxes	4.7	5.4
Net earnings	46.1	35.3
Net earnings attributable to noncontrolling interests
Net earnings attributable to Collective Brands, Inc.	46.1	35.3
Non-Guarantor Subsidiaries [Member]
Net sales	362.7	388.6
Cost of sales	308.9	302.8
Gross margin	53.8	85.8
Selling, general and administrative expenses	40.4	65.0
Operating (loss) profit	13.4	20.8
Interest expense	0.1
Interest income	(0.5)
Equity in earnings of subsidiaries
Earnings before income taxes	13.8	20.8
(Benefit) provision for income taxes	2.3	2.9
Net earnings	11.5	17.9
Net earnings attributable to noncontrolling interests	(0.8)	(1.8)
Net earnings attributable to Collective Brands, Inc.	10.7	16.1
Eliminations [Member]
Net sales	(238.5)	(292.2)
Cost of sales	(233.3)	(266.4)
Gross margin	(5.2)	(25.8)
Selling, general and administrative expenses	(5.2)	(25.8)
Operating (loss) profit
Interest expense	(9.4)	(9.0)
Interest income	9.4	9.0
Equity in earnings of subsidiaries	56.8	51.4
Earnings before income taxes	(56.8)	(51.4)
(Benefit) provision for income taxes
Net earnings	(56.8)	(51.4)
Net earnings attributable to noncontrolling interests
Net earnings attributable to Collective Brands, Inc.	$ (56.8)	$ (51.4)

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Derivatives (Narrative) (Details) (USD $) In Millions, unless otherwise specified	Apr. 28, 2012
Interest Rate Contract [Member]
Derivative [Line Items]
Term loan facility, hedged	$ 540.0
Fixed interest rate	7.75%
Foreign Currency Contracts [Member]
Derivative [Line Items]
Term loan facility, hedged	17.9
Term Loan Facility [Member]
Derivative [Line Items]
Term loan facility, hedged	90.0
Term Loan Facility [Member] | Interest Rate Contract [Member]
Derivative [Line Items]
Face amount of variable rate term loan facility	$ 725

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Fair Value Measurements (Tables)

3 Months Ended

Apr. 28, 2012

Fair Value Measurements [Abstract]

Financial Assets And Liabilities At Fair Value, Measured On A Recurring Basis

	Estimated Fair Value Measurements
(dollars in millions)	Quoted Prices in Active Markets (Level 1)		Significant Observable Other Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
As of April 28, 2012:
Financial Assets:
Money market funds	$	87.7	$	—	$	—	$	87.7
Financial Liabilities:
Interest rate contract(1)	$	—	$	1.0	$	—	$	1.0
As of April 30, 2011:
Financial Assets:
Money market funds	$	149.3	$	—	$	—	$	149.3
Financial Liabilities:
Interest rate contract(1)	$	—	$	4.7	$	—	$	4.7
As of January 28, 2012:
Financial Assets:
Money market funds	$	69.2	$	—	$	—	$	69.2
Financial Liabilities:
Interest rate contract(1)	$	—	$	2.0	$	—	$	2.0

⁽¹⁾ The fair value of the interest rate contract is determined using a mark-to-market valuation technique based on an observable interest rate yield curve and adjusting for credit risk.

Asset Impairment Charges By Reporting Segment

	13 Weeks Ended
(dollars in millions)	April 28, 2012		April 30, 2011
Payless Domestic	$	0.2	$	1.3
Payless International		0.2		—
Total	$	0.4	$	1.3

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Derivatives (Tables)

3 Months Ended

Apr. 28, 2012

Derivatives [Abstract]

Fair Value Of Company's Hedging Portfolio Related To Interest Rate Contract

		Fair Value
(dollars in millions)	Location on Condensed Consolidated Balance Sheets	April 28, 2012		April 30, 2011		January 28, 2012
Interest rate contract	Other liabilities	$	—	$	0.6	$	—
Interest rate contract	Accrued expenses	$	1.0	$	4.1	$	2.0

Impact Of Derivative Instruments On Condensed Consolidated Financial Statements

	Loss Recognized in OCI on Derivatives						Loss Reclassified from AOCI into (Loss) Earnings
	13 Weeks Ended					Location on Condensed	13 Weeks Ended
(dollars in millions)	April 28, 2012		April 30, 2011			Consolidated Statement of Earnings (Loss)	April 28, 2012			April 30, 2011
Interest rate contract	$	—	$	(0.2	)	Interest expense	$	(1.0	)	$	(1.6	)

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Segment Reporting (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Segment Reporting [Abstract]
Ownership interest in joint ventures	60.00%
Certain management costs and royalty fees	$ 11.1	$ 8.8

XML

Derivatives (Fair Value Of Company's Hedging Portfolio Related To Interest Rate Contract) (Details) (Interest Rate Contract [Member], USD $) In Millions, unless otherwise specified	Apr. 28, 2012	Jan. 28, 2012	Apr. 30, 2011
Other Liabilities [Member]
Derivatives, Fair Value [Line Items]
Fair Value of derivative liabilities			$ 0.6
Accrued Expenses [Member]
Derivatives, Fair Value [Line Items]
Fair Value of derivative liabilities	$ 1.0	$ 2.0	$ 4.1

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Pension Plans (Tables)

3 Months Ended

Apr. 28, 2012

Payless Plan [Member]

Defined Benefit Plan Disclosure [Line Items]

Summary Of Components Of Pension Expense

	13 Weeks Ended
(dollars in millions)	April 28, 2012		April 30, 2011
Components of pension expense:
Service cost	$	0.2	$	0.2
Interest cost		0.4		0.5
Amortization of prior service cost		0.4		0.4
Amortization of actuarial loss		0.5		0.4
Total	$	1.5	$	1.5

PLG Plan [Member]

Defined Benefit Plan Disclosure [Line Items]

Summary Of Components Of Pension Expense

	13 Weeks Ended
(dollars in millions)	April 28, 2012			April 30, 2011
Components of pension expense:
Interest cost	$	1.2		$	1.2
Expected return on net assets		(1.4	)		(1.3	)
Amortization of actuarial loss		0.7			0.3
Total	$	0.5		$	0.2

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Share-Based Compensation (Tables)

3 Months Ended

Apr. 28, 2012

Share-Based Compensation [Abstract]

Number Of Shares For Grants

	13 Weeks Ended
	April 28, 2012				April 30, 2011
	Share units		Maximum share equivalents		Share units		Maximum Share equivalents
Stock-settled SARs(1) :
Vest in installments over 3 years		—		—		213,141		118,412

⁽¹⁾  All of the stock-settled SARs issued by the Company in the periods presented contain an appreciation cap, which limits the appreciation for which shares of common stock will be granted. The appreciation cap is limited to 125% of the fair market value of the underlying common stock on the grant date of the SAR, meaning that the maximum shares issuable under a SAR is 0.56 shares per SAR.

Schedule Of Stock-Settled SARs

	13 Weeks Ended
	April 28, 2012		April 30, 2011
Nonvested shares and nonvested share units:
Cliff vest after 3 years		237,483		156,687
Performance grant - vest in installments over 3 years(2)		96,035		131,078
Performance grant - cliff vest after 3 years(2)		—		92,583
Phantom nonvested share units:
Cliff vest after 3 years		7,212		1,350
Performance grant - vest in installments over 3 years(2)		536		450
Performance grant - cliff vest after 3 years(2)		—		6,584

⁽²⁾  Certain nonvested shares are subject to a performance condition for vesting. The performance grant vests only if the performance condition is met. As of April 28, 2012, the Company has assessed the likelihood that the performance condition will be met and has recorded the related expense based on the estimated outcome.

Share-Based Compensation Expense

	13 Weeks Ended
(dollars in millions)	April 28, 2012		April 30, 2011
Cost of sales	$	0.6	$	0.9
Selling, general and administrative expenses		1.8		2.6
Share-based compensation expense	$	2.4	$	3.5

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Condensed Consolidated Statements Of Cash Flows (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Operating Activities:
Net earnings	$ 34.0	$ 28.2
Adjustments for non-cash items included in net earnings:
Loss on impairment and disposal of assets	1.5	2.2
Depreciation and amortization	30.7	33.2
Provision for losses on accounts receivable	0.4	0.2
Share-based compensation expense	2.4	3.5
Deferred income taxes	(1.5)	(0.7)
Changes in working capital
Accounts receivable	(23.4)	(30.3)
Inventories	(6.9)	(41.2)
Prepaid expenses and other current assets	(0.5)	(4.0)
Accounts payable	(8.3)	(3.4)
Accrued expenses	8.6	(25.4)
Changes in other assets and liabilities, net	(0.8)	(3.6)
Cash flow provided by (used in) operating activities	36.2	(41.3)
Investing Activities:
Capital expenditures	(22.0)	(10.8)
Cash flow used in investing activities	(22.0)	(10.8)
Financing Activities:
Repayment of debt	(1.3)	(1.3)
Issuances of common stock	1.0	1.7
Purchases of common stock	(1.3)	(4.4)
Distribution to noncontrolling interests	(1.2)	(3.0)
Cash flow used in financing activities	(2.8)	(7.0)
Effect of exchange rate changes on cash	0.4	5.4
Increase (decrease) in cash and cash equivalents	11.8	(53.7)
Cash and cash equivalents, beginning of year	181.3	324.1
Cash and cash equivalents, end of quarter	193.1	270.4
Supplemental cash flow information:
Interest paid	10.3	13.9
Income taxes paid	5.3	6.2
Non-cash investing activities:
Accrued capital expenditures	$ 11.4	$ 23.0

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Earnings Per Share (Tables)

3 Months Ended

Apr. 28, 2012

Earnings Per Share [Abstract]

Schedule Of Earnings Per Share

	13 Weeks Ended
(dollars in millions, except per share amounts; shares in thousands)	April 28, 2012		April 30, 2011
Net earnings attributable to Collective Brands, Inc.	$	33.2	$	26.4
Less: net earnings allocated to participating securities(1)		0.3		0.3
Net earnings available to common shareholders	$	32.9	$	26.1
Weighted average shares outstanding - basic		60,113		60,655
Net effect of dilutive stock options		54		195
Net effect of dilutive stock-settled SARs		601		840
Weighted average shares outstanding - diluted		60,768		61,690
Basic earnings per share attributable to common shareholders	$	0.55	$	0.43
Diluted earnings per share attributable to common shareholders	$	0.54	$	0.42

⁽¹⁾  Net earnings allocated to participating securities is calculated based upon a weighted average percentage of participating securities in relation to total shares outstanding. Net losses are not allocated to participating securities.

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Intangible Assets And Goodwill (Expected Amortization Expense For The Remainder Of 2012 And The Next Four Years) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012
Intangible Assets And Goodwill [Abstract]
Remainder of 2012	$ 8.5
2013	9.8
2014	8.5
2015	6.0
2016	$ 2.0

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Share-Based Compensation (Share-Based Compensation Expense) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense before income taxes	$ 2.4	$ 3.5
Cost Of Sales [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated share-based compensation expense	0.6	0.9
Selling, General And Administrative Expenses [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated share-based compensation expense	$ 1.8	$ 2.6

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Condensed Consolidated Statements Of Earnings (USD $) In Millions, except Share data in Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Condensed Consolidated Statements Of Earnings [Abstract]
Net sales	$ 912.1	$ 869.0
Cost of sales	587.0	559.1
Gross margin	325.1	309.9
Selling, general and administrative expenses	275.9	267.5
Operating profit	49.2	42.4
Interest expense	8.3	10.9
Interest income	(0.1)	(0.1)
Net earnings before income taxes	41.0	31.6
Provision for income taxes	7.0	3.4
Net earnings	34.0	28.2
Net earnings attributable to noncontrolling interests	(0.8)	(1.8)
Net earnings attributable to Collective Brands, Inc.	$ 33.2	$ 26.4
Earnings per share attributable to Collective Brands, Inc. common shareholders:
Basic	$ 0.55	$ 0.43
Diluted	$ 0.54	$ 0.42
Weighted average shares outstanding:
Basic	60,113	60,655
Diluted	60,768	61,690

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Derivatives (Impact Of Derivative Instruments On Condensed Consolidated Financial Statements) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Interest Rate Contract [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Loss Recognized in OCI on Derivatives		$ (0.2)
Interest Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Loss Reclassified from AOCI into (Loss) Earnings	$ (1.0)	$ (1.6)

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Condensed Consolidated Statements Of Equity (USD $) In Millions	Outstanding Common Stock [Member]	Additional Paid-In Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]	Non-Controlling Interests [Member]	Total
Balance at Jan. 29, 2011	$ 0.6	$ (2.5)	$ 834.9	$ (10.1)	$ 31.5	$ 854.4
Net earnings			26.4		1.8	28.2
Translation adjustments				7.7	0.3	8.0
Change in fair value of derivatives, net of taxes				1.2		1.2
Changes in unrecognized pension benefits, net of taxes				0.8		0.8
Issuances of common stock under stock plans		1.7				1.7
Purchases of common stock		(1.9)	(2.5)			(4.4)
Amortization of unearned nonvested shares		1.8				1.8
Share-based compensation expense		0.9				0.9
Distributions to noncontrolling interests					(3.0)	(3.0)
Balance at Apr. 30, 2011	0.6		858.8	(0.4)	30.6	889.6
Balance at Jan. 28, 2012	0.6		665.8	(21.6)	28.7	673.5
Net earnings			33.2		0.8	34.0
Translation adjustments				3.5	0.6	4.1
Change in fair value of derivatives, net of taxes				0.7		0.7
Changes in unrecognized pension benefits, net of taxes				1.7		1.7
Issuances of common stock under stock plans		1.0				1.0
Purchases of common stock		(1.3)				(1.3)
Amortization of unearned nonvested shares		1.4				1.4
Share-based compensation expense		0.7				0.7
Distributions to noncontrolling interests					(1.2)	(1.2)
Balance at Apr. 28, 2012	$ 0.6	$ 1.8	$ 699.0	$ (15.7)	$ 28.9	$ 714.6

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Related Party Transactions (Details) (USD $) In Millions, unless otherwise specified	Apr. 28, 2012	Jan. 28, 2012	Apr. 30, 2011
Related Party Transactions [Abstract]
Total deposits in financial institutions	$ 7.5	$ 10.7	$ 5.2

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Interim Results (Details)	Apr. 28, 2012
Interim Results [Abstract]
Ownership interest in joint ventures	60.00%

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Subsidiary Guarantors Of Senior Notes - Condensed Consolidating Financial Information (Condensed Consolidating Statement Of Cash Flows) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Net earnings	$ 34.0	$ 28.2
Adjustments for non-cash items included in net earnings	33.5	38.4
Changes in working capital	(30.5)	(104.3)
Other, net	(0.8)	(3.6)
Cash flow provided by (used in) operating activities	36.2	(41.3)
Capital expenditures	(22.0)	(10.8)
Cash flow used in investing activities	(22.0)	(10.8)
Net proceeds (repayments) of debt or notes payable	(1.3)	(1.3)
Net purchases of common stock	(0.3)	(2.7)
Net distributions to noncontrolling interests	(1.2)	(3.0)
Cash flow (used in) provided by financing activities	(2.8)	(7.0)
Effect of exchange rate changes on cash	0.4	5.4
Increase (decrease) in cash and cash equivalents	11.8	(53.7)
Cash and cash equivalents, beginning of year	181.3	324.1
Cash and cash equivalents, end of quarter	193.1	270.4
Parent Company [Member]
Net earnings	33.2	26.4
Adjustments for non-cash items included in net earnings	0.1	0.1
Changes in working capital	0.4	4.2
Other, net	(33.4)	(28.0)
Cash flow provided by (used in) operating activities	0.3	2.7
Net purchases of common stock	(0.3)	(2.7)
Cash flow (used in) provided by financing activities	(0.3)	(2.7)
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of quarter
Guarantor Subsidiaries [Member]
Net earnings	46.1	35.3
Adjustments for non-cash items included in net earnings	27.1	32.5
Changes in working capital	5.7	(70.0)
Other, net	(42.8)	(27.8)
Cash flow provided by (used in) operating activities	36.1	(30.0)
Capital expenditures	(17.7)	(7.4)
Cash flow used in investing activities	(17.7)	(7.4)
Net proceeds (repayments) of debt or notes payable	(2.3)	28.7
Cash flow (used in) provided by financing activities	(2.3)	28.7
Increase (decrease) in cash and cash equivalents	16.1	(8.7)
Cash and cash equivalents, beginning of year	46.3	122.4
Cash and cash equivalents, end of quarter	62.4	113.7
Non-Guarantor Subsidiaries [Member]
Net earnings	11.5	17.9
Adjustments for non-cash items included in net earnings	6.3	5.8
Changes in working capital	(37.4)	(38.2)
Other, net	19.4	0.5
Cash flow provided by (used in) operating activities	(0.2)	(14.0)
Capital expenditures	(4.3)	(3.4)
Cash flow used in investing activities	(4.3)	(3.4)
Net proceeds (repayments) of debt or notes payable	1.0	(30.0)
Net distributions to noncontrolling interests	(1.2)	(3.0)
Cash flow (used in) provided by financing activities	(0.2)	(33.0)
Effect of exchange rate changes on cash	0.4	5.4
Increase (decrease) in cash and cash equivalents	(4.3)	(45.0)
Cash and cash equivalents, beginning of year	135.0	201.7
Cash and cash equivalents, end of quarter	130.7	156.7
Eliminations [Member]
Net earnings	(56.8)	(51.4)
Changes in working capital	0.8	(0.3)
Other, net	56.0	51.7
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of quarter

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Related Party Transactions

3 Months Ended

Apr. 28, 2012

Related Party Transactions [Abstract]

Related Party Transactions

Note 14 – Related Party Transactions

The Company maintains banking relationships with certain financial institutions that are affiliated with some of the Company's Latin America joint venture partners. Total deposits in these financial institutions as of April 28, 2012, April 30, 2011 and January 28, 2012 were $7.5 million, $5.2 million and $10.7 million, respectively. There were no borrowings with these financial institutions for any periods presented.

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Exit Costs (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012
Restructuring Cost and Reserve [Line Items]
Number of stores expected to close in next three years	475
Lease termination costs	$ 15.7
Minimum [Member]
Restructuring Cost and Reserve [Line Items]
Estimated exit costs	20
Maximum [Member]
Restructuring Cost and Reserve [Line Items]
Estimated exit costs	25
Payless Stores [Member]
Restructuring Cost and Reserve [Line Items]
Number of stores closed	5
Stride Rite Children's Locations [Member]
Restructuring Cost and Reserve [Line Items]
Number of stores closed	2
Lease Termination Costs [Member]
Restructuring Cost and Reserve [Line Items]
Lease termination costs	12.3
Employee Severance and Other Exit Costs [Member]
Restructuring Cost and Reserve [Line Items]
Lease termination costs	3.4
Scenario, Forecast [Member]
Restructuring Cost and Reserve [Line Items]
Number of stores closed	352
Scenario, Forecast [Member] | Payless Stores [Member]
Restructuring Cost and Reserve [Line Items]
Number of stores closed	298
Scenario, Forecast [Member] | Stride Rite Children's Locations [Member]
Restructuring Cost and Reserve [Line Items]
Number of stores closed	54
Payless Domestic [Member] | Lease Termination Costs [Member]
Restructuring Cost and Reserve [Line Items]
Lease termination costs	10.3
Payless Domestic [Member] | Employee Severance and Other Exit Costs [Member]
Restructuring Cost and Reserve [Line Items]
Lease termination costs	2.9
Payless International [Member] | Lease Termination Costs [Member]
Restructuring Cost and Reserve [Line Items]
Lease termination costs	1.2
Payless International [Member] | Employee Severance and Other Exit Costs [Member]
Restructuring Cost and Reserve [Line Items]
Lease termination costs	0.3
PLG Retail Reporting [Member] | Lease Termination Costs [Member]
Restructuring Cost and Reserve [Line Items]
Lease termination costs	0.8
PLG Retail Reporting [Member] | Employee Severance and Other Exit Costs [Member]
Restructuring Cost and Reserve [Line Items]
Lease termination costs	$ 0.2

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Subsidiary Guarantors Of Senior Notes - Condensed Consolidating Financial Information

3 Months Ended

Apr. 28, 2012

Subsidiary Guarantors Of Senior Notes - Condensed Consolidating Financial Information [Abstract]

Subsidiary Guarantors Of Senior Notes - Condensed Consolidating Financial Information

Note 16 – Subsidiary Guarantors of Senior Notes – Condensed Consolidating Financial Information

The Company has issued Notes guaranteed by all of its domestic subsidiaries (the "Guarantor Subsidiaries"). The Guarantor Subsidiaries are direct or indirect wholly owned domestic subsidiaries of the Company. The guarantees are full and unconditional and joint and several.

The following supplemental financial information sets forth, on a consolidating basis:

• The Condensed Consolidating Statements of Earnings for the Company (the "Parent Company"), for the Guarantor Subsidiaries and for the Company's Non-Guarantor Subsidiaries (the "Non-guarantor Subsidiaries") and total Condensed Consolidated Collective Brands, Inc. and Subsidiaries ("Consolidated") for the thirteen weeks ended April 28, 2012 and April 30, 2011

• The Condensed Consolidated Statements of Comprensive Income for the thirteen weeks ended April 28, 2012 and April 30, 2011,

• The Condensed Consolidating Balance Sheets as of April 28, 2012, April 30, 2011, and January 28, 2012, and;

• The Condensed Consolidating Statements of Cash Flows for the thirteen weeks ended April 28, 2012 and April 30, 2011.

With the exception of operations in the Central and South American Regions in which the Company has a 60% ownership interest, the Non-guarantor Subsidiaries are direct or indirect wholly-owned subsidiaries of the Guarantor Subsidiaries. The equity investment for each subsidiary is recorded by its parent within other assets.

The Non-guarantor Subsidiaries are made up of the Company's operations in the Central and South American Regions, Canada, Mexico, Germany, the Netherlands, the United Kingdom, Ireland, Australia, Bermuda, Saipan and Puerto Rico and the Company's sourcing organization in Hong Kong, Taiwan, China, Vietnam, Indonesia and Brazil. The operations in the Central and South American Regions use a December 31 year-end and are included in the Company's results on a one-month lag relative to results from other regions. The effect of this one-month lag on the Company's financial position and results of operations is not significant.

Under the indenture governing the Notes, the Company's subsidiaries in Singapore are designated as unrestricted subsidiaries. The effect of these subsidiaries on the Company's financial position and results of operations and cash flows is not significant. The Company's subsidiaries in Singapore are included in the Non-guarantor Subsidiaries.

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS

(dollars in millions)

	13 Weeks Ended April 28, 2012
	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	787.9		$	362.7		$	(238.5	)	$	912.1
Cost of sales		—			511.4			308.9			(233.3	)		587.0
Gross margin		—			276.5			53.8			(5.2	)		325.1
Selling, general and administrative expenses		1.2			239.5			40.4			(5.2	)		275.9
Operating (loss) profit		(1.2	)		37.0			13.4			—			49.2
Interest expense		11.7			5.9			0.1			(9.4	)		8.3
Interest income		—			(9.0	)		(0.5	)		9.4			(0.1	)
Equity in earnings of subsidiaries		(46.1	)		(10.7	)		—			56.8			—
Earnings before income taxes		33.2			50.8			13.8			(56.8	)		41.0
Provision for income taxes		—			4.7			2.3			—			7.0
Net earnings		33.2			46.1			11.5			(56.8	)		34.0
Net earnings attributable to noncontrolling interests		—			—			(0.8	)		—			(0.8	)
Net earnings attributable to Collective Brands, Inc.	$	33.2		$	46.1		$	10.7		$	(56.8	)	$	33.2

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

(dollars in millions)

	13 Weeks Ended April 28, 2012
	Parent Company		Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated
Comprehensive income:
Net earnings	$	33.2	$	46.1	$	11.5		$	(56.8	)	$	34.0
Other comprehensive income:
Translation adjustments		—		—		4.1			—			4.1
Change in fair value of derivatives		—		0.6		—			—			0.6
Income tax impact of change in fair value of derivatives		—		0.1		—			—			0.1
Change in unrecognized pension benefits		—		1.7		—			—			1.7
Other comprehensive income, net		—		2.4		4.1			—			6.5
Comprehensive income		33.2		48.5		15.6			(56.8	)		40.5
Comprehensive income attributable to noncontrolling interests		—		—		(1.4	)		—			(1.4	)
Comprehensive income attributable to Collective Brands, Inc.	$	33.2	$	48.5	$	14.2		$	(56.8	)	$	39.1

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS

(dollars in millions)

	13 Weeks Ended April 30, 2011
	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	772.6		$	388.6		$	(292.2	)	$	869.0
Cost of sales		—			522.7			302.8			(266.4	)		559.1
Gross margin		—			249.9			85.8			(25.8	)		309.9
Selling, general and administrative expenses		1.0			227.3			65.0			(25.8	)		267.5
Operating (loss) profit		(1.0	)		22.6			20.8			—			42.4
Interest expense		12.8			7.1			—			(9.0	)		10.9
Interest income		—			(9.1	)		—			9.0			(0.1	)
Equity in earnings of subsidiaries		(35.3	)		(16.1	)		—			51.4			—
Earnings before income taxes		21.5			40.7			20.8			(51.4	)		31.6
(Benefit) provision for income taxes		(4.9	)		5.4			2.9			—			3.4
Net earnings		26.4			35.3			17.9			(51.4	)		28.2
Net earnings attributable to noncontrolling interests		—			—			(1.8	)		—			(1.8	)
Net earnings attributable to Collective Brands, Inc.	$	26.4		$	35.3		$	16.1		$	(51.4	)	$	26.4

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

(dollars in millions)

	13 Weeks Ended April 30, 2011
	Parent Company		Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Comprehensive income:
Net earnings	$	26.4	$	35.3		$	17.9		$	(51.4	)	$	28.2
Other comprehensive income:
Translation adjustments		—		—			8.0			—			8.0
Change in fair value of derivatives		—		1.8			—			—			1.8
Income tax impact of change in fair value of derivatives		—		(0.6	)		—			—			(0.6	)
Change in unrecognized pension benefits		—		1.1			—			—			1.1
Income tax impact of change in unrecognized pension benefits		—		(0.3	)		—			—			(0.3	)
Other comprehensive income, net		—		2.0			8.0			—			10.0
Comprehensive income		26.4		37.3			25.9			(51.4	)		38.2
Comprehensive income attributable to noncontrolling interests		—		—			(2.1	)		—			(2.1	)
Comprehensive income attributable to Collective Brands, Inc.	$	26.4	$	37.3		$	23.8		$	(51.4	)	$	36.1

CONDENSED CONSOLIDATING BALANCE SHEET

(dollars in millions)

	As of April 28, 2012
	Parent Company		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	62.4	$	130.7	$	—		$	193.1
Accounts receivable, net		—		147.3		40.5		(18.9	)		168.9
Inventories		—		437.7		132.9		0.8			571.4
Current deferred income taxes		—		—		7.0		—			7.0
Prepaid expenses		39.6		12.5		10.1		—			62.2
Other current assets		—		355.2		194.8		(528.4	)		21.6
Total current assets		39.6		1,015.1		516.0		(546.5	)		1,024.2
Property and equipment, net		—		294.5		67.4		—			361.9
Intangible assets, net		—		356.8		25.1		—			381.9
Goodwill		—		133.5		136.3		—			269.8
Deferred income taxes		—		—		11.5		—			11.5
Other assets		1,452.0		1,015.2		25.7		(2,462.7	)		30.2
Total Assets	$	1,491.6	$	2,815.1	$	782.0	$	(3,009.2	)	$	2,079.5
LIABILITIES AND EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—	$	5.1	$	—	$	—		$	5.1
Other current liabilities		214.1		554.7		212.8		(546.5	)		435.1
Total current liabilities		214.1		559.8		212.8		(546.5	)		440.2
Long-term debt		587.5		502.9		7.9		(494.7	)		603.6
Deferred income taxes		—		120.1		1.0		—			121.1
Other liabilities		4.3		180.7		15.0		—			200.0
Commitments and contingencies
Equity:
Collective Brands, Inc. shareowners' equity		685.7		1,451.6		516.4		(1,968.0	)		685.7
Noncontrolling interests		—		—		28.9		—			28.9
Total equity		685.7		1,451.6		545.3		(1,968.0	)		714.6
Total Liabilities and Equity	$	1,491.6	$	2,815.1	$	782.0	$	(3,009.2	)	$	2,079.5

CONDENSED CONSOLIDATING BALANCE SHEET

(dollars in millions)

	As of April 30, 2011
	Parent Company		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	113.7	$	156.7	$	—		$	270.4
Accounts receivable, net		—		133.9		30.1		(17.6	)		146.4
Inventories		—		457.6		131.5		(13.2	)		575.9
Current deferred income taxes		—		22.7		7.6		—			30.3
Prepaid expenses		33.3		15.0		12.8		—			61.1
Other current assets		—		276.6		172.9		(429.4	)		20.1
Total current assets		33.3		1,019.5		511.6		(460.2	)		1,104.2
Property and equipment, net		—		349.9		73.6		—			423.5
Intangible assets, net		—		396.8		28.2		—			425.0
Goodwill		—		143.0		136.8		—			279.8
Deferred income taxes		—		—		10.5		—			10.5
Other assets		1,578.7		933.9		12.1		(2,484.1	)		40.6
Total Assets	$	1,612.0	$	2,843.1	$	772.8	$	(2,944.3	)	$	2,283.6
LIABILITIES AND EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—	$	5.1	$	—	$	—		$	5.1
Other current liabilities		112.9		522.3		272.0		(453.8	)		453.4
Total current liabilities		112.9		527.4		272.0		(453.8	)		458.5
Long-term debt		637.1		483.0		37.1		(499.0	)		658.2
Deferred income taxes		—		64.1		1.3		—			65.4
Other liabilities		3.0		192.2		16.7		—			211.9
Commitments and contingencies
Equity:
Collective Brands, Inc. shareowners' equity		859.0		1,576.4		415.1		(1,991.5	)		859.0
Noncontrolling interests		—		—		30.6		—			30.6
Total equity		859.0		1,576.4		445.7		(1,991.5	)		889.6
Total Liabilities and Equity	$	1,612.0	$	2,843.1	$	772.8	$	(2,944.3	)	$	2,283.6

CONDENSED CONSOLIDATING BALANCE SHEET

(dollars in millions)

	As of January 28, 2012
	Parent Company		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	46.3	$	135.0	$	—		$	181.3
Accounts receivable, net		—		127.9		36.7		(18.6	)		146.0
Inventories		—		434.0		124.1		5.3			563.4
Current deferred income taxes		—		—		7.2		—			7.2
Prepaid expenses		35.6		16.3		9.6		—			61.5
Other current assets		—		356.0		160.3		(494.5	)		21.8
Total current assets		35.6		980.5		472.9		(507.8	)		981.2
Property and equipment, net		—		302.3		67.1		—			369.4
Intangible assets, net		—		358.7		26.0		—			384.7
Goodwill		—		133.5		136.3		—			269.8
Deferred income taxes		—		—		10.7		—			10.7
Other assets		1,409.9		979.5		25.7		(2,383.7	)		31.4
Total Assets	$	1,445.5	$	2,754.5	$	738.7	$	(2,891.5	)	$	2,047.2
LIABILITIES AND EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—	$	5.1	$	—	$	—		$	5.1
Other current liabilities		209.7		532.2		205.3		(508.6	)		438.6
Total current liabilities		209.7		537.3		205.3		(508.6	)		443.7
Long-term debt		587.5		504.2		7.9		(494.8	)		604.8
Deferred income taxes		—		121.3		1.1		—			122.4
Other liabilities		3.5		183.2		16.1		—			202.8
Commitments and contingencies
Equity:
Collective Brands, Inc. shareowners' equity		644.8		1,408.5		479.6		(1,888.1	)		644.8
Noncontrolling interests		—		—		28.7		—			28.7
Total equity		644.8		1,408.5		508.3		(1,888.1	)		673.5
Total Liabilities and Equity	$	1,445.5	$	2,754.5	$	738.7	$	(2,891.5	)	$	2,047.2

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(dollars in millions)

	13 Weeks Ended April 28, 2012
	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Operating Activities:
Net earnings	$	33.2		$	46.1		$	11.5		$	(56.8	)	$	34.0
Adjustments for non-cash items included in net earnings		0.1			27.1			6.3			—			33.5
Changes in working capital		0.4			5.7			(37.4	)		0.8			(30.5	)
Other, net		(33.4	)		(42.8	)		19.4			56.0			(0.8	)
Cash flow provided by (used in) operating activities		0.3			36.1			(0.2	)		—			36.2
Investing Activities:
Capital expenditures		—			(17.7	)		(4.3	)		—			(22.0	)
Cash flow used in investing activities		—			(17.7	)		(4.3	)		—			(22.0	)
Financing Activities:
Net proceeds (repayments) of debt or notes payable		—			(2.3	)		1.0			—			(1.3	)
Net purchases of common stock		(0.3	)		—			—			—			(0.3	)
Net distributions to noncontrolling interests		—			—			(1.2	)		—			(1.2	)
Cash flow used in financing activities		(0.3	)		(2.3	)		(0.2	)		—			(2.8	)
Effect of exchange rate changes on cash		—			—			0.4			—			0.4
Increase (decrease) in cash and cash equivalents		—			16.1			(4.3	)		—			11.8
Cash and cash equivalents, beginning of year		—			46.3			135.0			—			181.3
Cash and cash equivalents, end of quarter	$	—		$	62.4		$	130.7		$	—		$	193.1

	13 Weeks Ended April 30, 2011
	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Operating Activities:
Net earnings	$	26.4		$	35.3		$	17.9		$	(51.4	)	$	28.2
Adjustments for non-cash items included in net earnings		0.1			32.5			5.8			—			38.4
Changes in working capital		4.2			(70.0	)		(38.2	)		(0.3	)		(104.3	)
Other, net		(28.0	)		(27.8	)		0.5			51.7			(3.6	)
Cash flow provided by (used in) operating activities		2.7			(30.0	)		(14.0	)		—			(41.3	)
Investing Activities:
Capital expenditures		—			(7.4	)		(3.4	)		—			(10.8	)
Cash flow used in investing activities		—			(7.4	)		(3.4	)		—			(10.8	)
Financing Activities:
Net proceeds (repayments) of debt or notes payable		—			28.7			(30.0	)		—			(1.3	)
Net purchases of common stock		(2.7	)		—			—			—			(2.7	)
Net distributions to noncontrolling interests		—			—			(3.0	)		—			(3.0	)
Cash flow (used in) provided by financing activities		(2.7	)		28.7			(33.0	)		—			(7.0	)
Effect of exchange rate changes on cash		—			—			5.4			—			5.4
Decrease in cash and cash equivalents		—			(8.7	)		(45.0	)		—			(53.7	)
Cash and cash equivalents, beginning of year		—			122.4			201.7			—			324.1
Cash and cash equivalents, end of quarter	$	—		$	113.7		$	156.7		$	—		$	270.4

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Condensed Consolidated Statements Of Equity (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Condensed Consolidated Statements Of Equity [Abstract]
Net change in fair value of derivatives, tax effect	$ (0.1)	$ 0.6
Changes in unrecognized amounts of pension benefits, tax effect	$ 0	$ 0.3

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Condensed Consolidated Statements Of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Comprehensive income attributable to Collective Brands, Inc.:
Net earnings	$ 34.0	$ 28.2
Other comprehensive income:
Translation adjustments	4.1	8.0
Change in fair value of derivatives	0.6	1.8
Income tax impact of change in fair value of derivatives	0.1	(0.6)
Change in unrecognized pension benefits	1.7	1.1
Income tax impact of change in unrecognized pension benefits	0	(0.3)
Other comprehensive income, net	6.5	10.0
Comprehensive income	40.5	38.2
Comprehensive income attributable to noncontrolling interests	(1.4)	(2.1)
Comprehensive income attributable to Collective Brands, Inc.	$ 39.1	$ 36.1

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Income Taxes

3 Months Ended

Apr. 28, 2012

Income Taxes [Abstract]

Income Taxes

Note 9 – Income Taxes

The Company's effective income tax rate was 17.1% during the thirteen weeks ended April 28, 2012, compared to 10.8% during the thirteen weeks ended April 30, 2011. The Company recorded $1.0 million of net favorable discrete events in the thirteen weeks ended April 28, 2012 and $2.2 million of favorable discrete events for the thirteen weeks ended April 30, 2011.

The Company's effective tax rate differs from the U.S. statutory rate principally due to valuation allowances in the United States and the tax impact of the Company's offshore operations in Asia (China, Hong Kong, Taiwan, and Vietnam) which source the majority of the Company's product and are subject to substantially lower local country income taxes. The Company's weighted average foreign effective tax rate for the thirteen weeks ended April 28, 2012 was 16.8%, compared to 14.1% for the thirteen weeks ended April 30, 2011.

The Company continues to maintain a valuation allowance related to the net deferred tax assets in the United States. Future provisions for income taxes will include no tax benefits with respect to deferred tax assets generated and will reflect tax expense only to the extent of current payments until the valuation allowance in the United States is eliminated. The framework established in the accounting for income taxes guidance requires that all available positive and negative evidence be weighed to determine whether a valuation allowance should be recorded.

The Company has unrecognized tax benefits, inclusive of related interest and penalties, of $34.0 million and $59.1 million as of April 28, 2012 and April 30, 2011, respectively. The portion of the unrecognized tax benefits that would impact the effective income tax rate if recognized are $20.9 million and $27.2 million, respectively.

The Company anticipates that it is reasonably possible that the total amount of unrecognized tax benefits at April 28, 2012 will decrease by up to $2.3 million within the next twelve months. To the extent these tax benefits are recognized, the effective rate would be favorably impacted in the period of recognition by up to $1.5 million. The potential reduction primarily relates to potential settlements of on-going examinations with tax authorities and the potential lapse of the statutes of limitations in relevant tax jurisdictions.

The Company's U.S. federal income tax returns have been examined by the Internal Revenue Service through 2007. The Company has certain state and foreign income tax returns in the process of examination or administrative appeal.

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Document And Entity Information	3 Months Ended
	Apr. 28, 2012	May 25, 2012
Document And Entity Information [Abstract]
Entity Registrant Name	COLLECTIVE BRANDS, INC.
Entity Central Index Key	0001060232
Document Type	10-Q
Document Period End Date	Apr. 28, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--01-26
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		61,319,706

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Earnings Per Share

3 Months Ended

Apr. 28, 2012

Earnings Per Share [Abstract]

Earnings Per Share

Note 10 – Earnings Per Share

Basic earnings per share is computed by dividing net earnings available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share include the effect of conversions of stock options and stock-settled SARs. For all periods presented, the Company used the two-class method to calculate earnings per share. Earnings per share has been computed as follows:

	13 Weeks Ended
(dollars in millions, except per share amounts; shares in thousands)	April 28, 2012		April 30, 2011
Net earnings attributable to Collective Brands, Inc.	$	33.2	$	26.4
Less: net earnings allocated to participating securities(1)		0.3		0.3
Net earnings available to common shareholders	$	32.9	$	26.1
Weighted average shares outstanding - basic		60,113		60,655
Net effect of dilutive stock options		54		195
Net effect of dilutive stock-settled SARs		601		840
Weighted average shares outstanding - diluted		60,768		61,690
Basic earnings per share attributable to common shareholders	$	0.55	$	0.43
Diluted earnings per share attributable to common shareholders	$	0.54	$	0.42

⁽¹⁾  Net earnings allocated to participating securities is calculated based upon a weighted average percentage of participating securities in relation to total shares outstanding. Net losses are not allocated to participating securities.

The Company excluded approximately 3.5 million stock options and stock-settled SARs from the calculation of diluted earnings per share for the thirteen weeks ended April 28, 2012 and 3.1 million stock options and stock-settled SARs from the calculation of diluted earnings per share for the thirteen weeks ended April 30, 2011 because to include them would have been antidilutive. Certain grants that are subject to performance conditions for vesting are considered antidilutive if the performance conditions are not met as of the end of the reporting period.

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Condensed Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Apr. 28, 2012		Jan. 28, 2012	Apr. 30, 2011
Current Assets:
Cash and cash equivalents	$ 193.1		$ 181.3	$ 270.4
Accounts receivable, net of allowance for doubtful accounts and returns reserve as of April 28, 2012, April 30, 2011 and January 28, 2012 of $8.9, $6.8 and $6.3, respectively	168.9		146.0	146.4
Inventories	571.4		563.4	575.9
Deferred income taxes	7.0		7.2	30.3
Prepaid expenses	62.2		61.5	61.1
Other current assets	21.6		21.8	20.1
Total current assets	1,024.2		981.2	1,104.2
Property and Equipment:
Land	5.9		5.9	6.7
Property, buildings and equipment	1,427.2		1,411.5	1,458.8
Accumulated depreciation and amortization	(1,071.2)		(1,048.0)	(1,042.0)
Property and equipment, net	361.9		369.4	423.5
Intangible assets, net	381.9		384.7	425.0
Goodwill	269.8	[1]	269.8	279.8	[1]
Deferred income taxes	11.5		10.7	10.5
Other assets	30.2		31.4	40.6
Total Assets	2,079.5		2,047.2	2,283.6
Current Liabilities:
Current maturities of long-term debt	5.1		5.1	5.1
Accounts payable	283.0		291.6	295.2
Accrued expenses	152.1		147.0	158.2
Total current liabilities	440.2		443.7	458.5
Long-term debt	603.6		604.8	658.2
Deferred income taxes	121.1		122.4	65.4
Other liabilities	200.0		202.8	211.9
Commitments and contingencies (Note 12)
Equity:
Collective Brands, Inc. shareowners' equity	685.7		644.8	859.0
Noncontrolling interests	28.9		28.7	30.6
Total equity	714.6		673.5	889.6
Total Liabilities and Equity	$ 2,079.5		$ 2,047.2	$ 2,283.6

[1] Cumulative goodwill impairment charges total $52.0 million, of which $42.0 million relates to the PLG Retail reporting segment and $10.0 million relates to the Payless Domestic reporting segment.

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Long-Term Debt

3 Months Ended

Apr. 28, 2012

Long-Term Debt [Abstract]

Long-Term Debt

Note 4 – Long-Term Debt

The following is a summary of the Company's long-term debt and capital lease obligations:

(dollars in millions)	April 28, 2012		April 30, 2011		January 28, 2012
Term Loan Facility(1)	$	483.1	$	488.1	$	484.4
Senior Subordinated Notes(2)		124.7		174.2		124.6
Amended Revolving Loan Facility(3)		—		—		—
Capital-lease obligations		0.9		1.0		0.9
Total debt		608.7		663.3		609.9
Less: current maturities of long-term debt		5.1		5.1		5.1
Long-term debt	$	603.6	$	658.2	$	604.8

⁽¹⁾  As of April 28, 2012, April 30, 2011 and January 28, 2012, the fair value of the Company's Term Loan Facility was $481.3 million, $488.1 million and $479.5 million, respectively, based on quoted market prices for similar issues with similar remaining maturities. The fair value of the Company's Term Loan Facility is valued using level 2 measurements as defined in the Fair Value Measurements footnote.

⁽²⁾  As of April 28, 2012, April 30, 2011 and January 28, 2012, the fair value of the Company's Senior Subordinated Notes was $125.4 million, $178.1 million and $125.6 million, respectively, based on trading activity as of those dates. The fair value of the Company's Senior Subordinated Notes is valued using level 1 measurements as defined in the Fair Value Measurements footnote.

⁽³⁾  As of April 28, 2012, the Company's borrowing base on its Amended Revolving Loan Facility was $300.0 million less $28.6 million in outstanding letters of credit, or $271.4 million. The variable interest rate, including the applicable variable margin at April 28, 2012, was 1.11%.

As of April 28, 2012, the Company was in compliance with all of its debt covenants related to its outstanding debt.

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Intangible Assets And Goodwill

3 Months Ended

Apr. 28, 2012

Intangible Assets And Goodwill [Abstract]

Intangible Assets And Goodwill

Note 3 – Intangible Assets and Goodwill

The following is a summary of the Company's intangible assets other than goodwill:

(dollars in millions)	April 28, 2012			April 30, 2011			January 28, 2012
Intangible assets subject to amortization:
Favorable lease rights:
Gross carrying amount	$	20.4		$	24.8		$	20.5
Less: accumulated amortization		(17.8	)		(20.2	)		(17.6	)
Carrying amount, end of period		2.6			4.6			2.9
Customer relationships:
Gross carrying amount		74.2			74.2			74.2
Less: accumulated amortization		(55.5	)		(47.3	)		(53.7	)
Carrying amount, end of period		18.7			26.9			20.5
Trademarks and other intangible assets:
Gross carrying amount		40.0			38.5			39.9
Less: accumulated amortization		(13.8	)		(10.5	)		(13.0	)
Carrying amount, end of period		26.2			28.0			26.9
Carrying amount of intangible assets subject to amortization		47.5			59.5			50.3
Indefinite-lived trademarks		334.4			365.5			334.4
Total intangible assets	$	381.9		$	425.0		$	384.7

Amortization expense on intangible assets is as follows:

	13 Weeks Ended
(dollars in millions)	April 28, 2012		April 30, 2011
Amortization expense on intangible assets	$	2.7	$	3.4

The Company expects amortization expense for the remainder of 2012 and the following four years to be as follows (dollars in millions):

Year	Amount
Remainder of 2012	$	8.5
2013		9.8
2014		8.5
2015		6.0
2016		2.0

The following presents the carrying amount of goodwill, by reporting segment and reporting unit (dollars in millions):

Reporting Segment	Reporting Unit	April 28, 2012		April 30, 2011		January 28, 2012
PLG Wholesale	PLG Wholesale	$	239.6	$	239.6	$	239.6
Payless Domestic	Payless Domestic		—		5.9		—
Payless Domestic	Collective Licensing		30.2		34.3		30.2
Total(1)		$	269.8	$	279.8	$	269.8

⁽¹⁾ Cumulative goodwill impairment charges total $52.0 million, of which $42.0 million relates to the PLG Retail reporting segment and $10.0 million relates to the Payless Domestic reporting segment.

As a result of the May 1, 2012 announcement of the proposed sale of the Company to a consortium, a triggering event occurred requiring an assessment of goodwill and indefinite-lived tradenames. During this assessment, the Company determined that the fair value of its reporting units and indefinite-lived tradenames exceeded its book value and, as such, there was no impairment charge recorded.

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Subsequent Event

3 Months Ended

Apr. 28, 2012

Subsequent Event [Abstract]

Subsequent Event

Note 15 – Subsequent Event

On May 1, 2012, the Company entered into a definitive agreement with a consortium of companies comprised of Wolverine World Wide, Inc., Blum Strategic Partners IV, L.P. and Golden Gate Capital Opportunity Fund, L.P., under which Collective Brands will be sold for $21.75 per share in cash. The closing of this transaction, which is subject to shareholder approval, is expected to occur late in the third or early in the fourth calendar quarter of 2012.

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Segment Reporting

3 Months Ended

Apr. 28, 2012

Segment Reporting [Abstract]

Segment Reporting

Note 11 – Segment Reporting

The Company has four reporting segments: (i) Payless Domestic, (ii) Payless International, (iii) PLG Wholesale and (iv) PLG Retail. The Company has defined its reporting segments as follows:

(i) The Payless Domestic reporting segment is comprised primarily of domestic retail stores under the Payless ShoeSource name, the Company's sourcing unit and Collective Licensing.

(ii) The Payless International reporting segment is comprised of international retail stores under the Payless ShoeSource name in Canada, the South American Region, the Central American Region, Puerto Rico, and the U.S. Virgin Islands, as well as franchising arrangements under the Payless ShoeSource name.

(iii) The PLG Wholesale reporting segment consists of PLG's global wholesale operations.

(iv) The PLG Retail reporting segment consists of PLG's owned Stride Rite children's stores, PLG's outlet stores, store-in-stores at select Macy's Department Stores and Sperry Top-Sider retail stores.

Payless International's operations in the Central American and South American Regions are operated as joint ventures in which the Company maintains a 60% ownership interest. Noncontrolling interest represents the Company's joint venture partners' share of net earnings or losses on applicable international operations. Certain management costs for services performed by Payless Domestic and certain royalty fees and sourcing fees charged by Payless Domestic are allocated to the Payless International segment. These total costs and fees amounted to $11.1 million and $8.8 million during the thirteen weeks ended April 28, 2012 and April 30, 2011, respectively. The reporting period for operations in the Central and South American Regions use a December 31 year-end. The effect of this one-month lag on the Company's financial position and results of operations is not significant. All intercompany amounts have been eliminated. Information on the Company's reporting segments is as follows:

	13 Weeks Ended
(dollars in millions)	April 28, 2012			April 30, 2011
Reporting segment net sales:
Payless Domestic	$	513.9		$	498.4
Payless International		101.2			97.5
PLG Wholesale		230.2			212.5
PLG Retail		66.8			60.6
Total net sales	$	912.1		$	869.0
Reporting segment operating profit (loss):
Payless Domestic	$	23.3		$	13.0
Payless International		(1.4	)		3.0
PLG Wholesale		22.9			25.3
PLG Retail		4.4			1.1
Total operating profit	$	49.2		$	42.4

(dollars in millions)	April 28, 2012		April 30, 2011		January 28, 2012
Reporting segment total assets:
Payless Domestic	$	892.8	$	1,039.9	$	834.6
Payless International		228.0		253.3		232.3
PLG Wholesale		888.3		916.3		912.0
PLG Retail		70.4		74.1		68.3
Total assets	$	2,079.5	$	2,283.6	$	2,047.2

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Pension Plans

3 Months Ended

Apr. 28, 2012

Pension Plans [Abstract]

Pension Plans

Note 7 – Pension Plans

The Company has a pension plan that covers a select group of management employees ("Payless Plan"), a pension plan that covers certain PLG employees ("PLG Plan") and a pension plan that covers certain employees in Asia ("Asia Plan"). To calculate pension expense, the Company uses assumptions to estimate the total benefits ultimately payable to each management employee and allocates this cost to service periods.

Payless Plan

The Payless Plan is a nonqualified, supplementary account balance defined benefit plan for a select group of management employees. The plan is an unfunded, noncontributory plan. The components of pension expense for the plan were:

	13 Weeks Ended
(dollars in millions)	April 28, 2012		April 30, 2011
Components of pension expense:
Service cost	$	0.2	$	0.2
Interest cost		0.4		0.5
Amortization of prior service cost		0.4		0.4
Amortization of actuarial loss		0.5		0.4
Total	$	1.5	$	1.5

PLG Plan

The PLG Plan is a noncontributory defined benefit pension plan, which no longer accrues future benefits, covering certain eligible PLG associates. The components of pension expense for the plan were:

	13 Weeks Ended
(dollars in millions)	April 28, 2012			April 30, 2011
Components of pension expense:
Interest cost	$	1.2		$	1.2
Expected return on net assets		(1.4	)		(1.3	)
Amortization of actuarial loss		0.7			0.3
Total	$	0.5		$	0.2

Asia Plan

The Asia Plan is a nonqualified, supplementary account balance defined benefit plan for a select group of employees in Asia. The plan is an unfunded, noncontributory plan. The components of pension expense for the plan were not significant for the thirteen weeks ended April 28, 2012 and April 30, 2011.

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Subsequent Event (Details) (USD $)	Apr. 28, 2012
Subsequent Event [Abstract]
Subsequent event, amount per share	$ 21.75

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Derivatives

3 Months Ended

Apr. 28, 2012

Derivatives [Abstract]

Derivatives

Note 5 – Derivatives

The Company has entered into an interest rate contract for an initial amount of $540 million to hedge a portion of its variable rate $725 million Term Loan Facility ("interest rate contract"), portions of which matured on a series of dates through May 17, 2012. As of April 28, 2012, the interest rate contract that remains provides for a fixed interest rate of approximately 7.75% on $90.0 million of its Term Loan Facility balance.

The Company has also entered into a series of forward contracts to hedge a portion of certain foreign currency purchases ("foreign currency contracts"). The foreign currency contracts provide for a fixed exchange rate and mature over a series of dates through October 2012. As of April 28, 2012, the Company has hedged $17.9 million of its forecasted foreign currency purchases. The fair value, amounts classified in other comprehensive income ("OCI"), and the amounts reclassified from accumulated other comprehensive income ("AOCI") on the foreign currency contracts were not significant for any periods presented.

The interest rate contract is designated as a cash flow hedging instrument. The change in the fair value of the interest rate contract is recorded as a component of AOCI and reclassified into earnings in the periods in which earnings are impacted by the hedged item. The following table presents the fair value of the Company's hedging portfolio related to its interest rate contract:

		Fair Value
(dollars in millions)	Location on Condensed Consolidated Balance Sheets	April 28, 2012		April 30, 2011		January 28, 2012
Interest rate contract	Other liabilities	$	—	$	0.6	$	—
Interest rate contract	Accrued expenses	$	1.0	$	4.1	$	2.0

It is the Company's policy to enter into derivative instruments with terms that match the underlying exposure being hedged. As such, the Company's derivative instruments are considered highly effective, and the net gain or loss from hedge ineffectiveness is not significant. Realized gains or losses on the hedging instruments occur when a portion of the hedge settles or if it is probable that the forecasted transaction will not occur. The impact of the derivative instruments on the Condensed Consolidated Financial Statements is as follows:

	Loss Recognized in OCI on Derivatives						Loss Reclassified from AOCI into (Loss) Earnings
	13 Weeks Ended					Location on Condensed	13 Weeks Ended
(dollars in millions)	April 28, 2012		April 30, 2011			Consolidated Statement of Earnings (Loss)	April 28, 2012			April 30, 2011
Interest rate contract	$	—	$	(0.2	)	Interest expense	$	(1.0	)	$	(1.6	)

The Company expects of the remaining fair value of the interest rate contract recorded in AOCI to be recognized in earnings during the second quarter of 2012. This amount may vary based on actual changes to LIBOR.

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Fair Value Measurements

3 Months Ended

Apr. 28, 2012

Fair Value Measurements [Abstract]

Fair Value Measurements

Note 6 – Fair Value Measurements

The Company's estimates of the fair value for financial assets and financial liabilities are based on the framework established in the fair value accounting guidance. The framework is based on the inputs used in valuation, gives the highest priority to quoted prices in active markets, and requires that observable inputs be used in the valuations when available. The three levels of the hierarchy are as follows:

Level 1: observable inputs such as quoted prices in active markets

Level 2: inputs other than the quoted prices in active markets that are observable either directly or indirectly

Level 3: unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions

The following table presents financial assets and financial liabilities that the Company measures at fair value on a recurring basis. The Company has classified these financial assets and liabilities in accordance with the fair value hierarchy:

	Estimated Fair Value Measurements
(dollars in millions)	Quoted Prices in Active Markets (Level 1)		Significant Observable Other Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
As of April 28, 2012:
Financial Assets:
Money market funds	$	87.7	$	—	$	—	$	87.7
Financial Liabilities:
Interest rate contract(1)	$	—	$	1.0	$	—	$	1.0
As of April 30, 2011:
Financial Assets:
Money market funds	$	149.3	$	—	$	—	$	149.3
Financial Liabilities:
Interest rate contract(1)	$	—	$	4.7	$	—	$	4.7
As of January 28, 2012:
Financial Assets:
Money market funds	$	69.2	$	—	$	—	$	69.2
Financial Liabilities:
Interest rate contract(1)	$	—	$	2.0	$	—	$	2.0

⁽¹⁾ The fair value of the interest rate contract is determined using a mark-to-market valuation technique based on an observable interest rate yield curve and adjusting for credit risk.

The Company evaluates its store assets on a quarterly basis to determine if its assets are recoverable by analyzing historical results, trends, stores identified for closure and other qualitative considerations. For the thirteen weeks ended April 28, 2012, the asset impairment test indicated that $0.7 million of the Company's assets had a fair value of $0.3 million and, as such, the Company recorded a $0.4 million impairment charge in cost of sales on the Condensed Consolidated Statement of Earnings. For the thirteen weeks ended April 30, 2011, the asset impairment test indicated that $1.4 million of the Company's assets had a fair value of $0.1 million and, as such, the Company recorded a $1.3 million impairment charge in cost of sales on the Condensed Consolidated Statement of Earnings. The following table summarizes the asset impairment charges by reporting segment:

	13 Weeks Ended
(dollars in millions)	April 28, 2012		April 30, 2011
Payless Domestic	$	0.2	$	1.3
Payless International		0.2		—
Total	$	0.4	$	1.3

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Share-Based Compensation

3 Months Ended

Apr. 28, 2012

Share-Based Compensation [Abstract]

Share-Based Compensation

Note 8 – Share-Based Compensation

Under its equity incentive plans, the Company currently grants share appreciation awards consisting of stock-settled stock appreciation rights ("stock-settled SARs"), cash-settled stock appreciation rights ("cash-settled SARs"), as well as full value awards in the form of nonvested shares and nonvested share units and phantom stock units ("phantom nonvested share units").

The Company's 2006 Stock Incentive Plan ("2006 SIP") allows the Company to grant a maximum of 4,987,000 shares. On May 24, 2012, the Company's stockholders approved the 2012 Stock Incentive Plan ("2012 SIP"), which allows the Company to grant an additional 3,375,000 shares. Appreciation awards to be granted under the plans have a maximum term of seven years and can vest on a graded schedule, a cliff basis or based on performance. The exercise price of an appreciation award may not be less than the fair market value of the Company's stock on the grant date. Associates who receive full value awards pay no monetary consideration. Awards under the plans can be granted with or without performance restrictions. Restrictions, including performance restrictions, lapse over periods of up to seven years, as determined at the date of grant.

Under its equity incentive plans, the Company currently grants share appreciation awards consisting of stock-settled stock appreciation rights ("stock-settled SARs"), cash-settled stock appreciation rights ("cash-settled SARs"), as well as full value awards in the form of nonvested shares and nonvested share units and phantom stock units ("phantom nonvested share units").

The number of shares for grants made in the thirteen weeks ended April 28, 2012 and April 30, 2011 are as follows:

	13 Weeks Ended
	April 28, 2012				April 30, 2011
	Share units		Maximum share equivalents		Share units		Maximum Share equivalents
Stock-settled SARs(1) :
Vest in installments over 3 years		—		—		213,141		118,412

⁽¹⁾  All of the stock-settled SARs issued by the Company in the periods presented contain an appreciation cap, which limits the appreciation for which shares of common stock will be granted. The appreciation cap is limited to 125% of the fair market value of the underlying common stock on the grant date of the SAR, meaning that the maximum shares issuable under a SAR is 0.56 shares per SAR.

	13 Weeks Ended
	April 28, 2012		April 30, 2011
Nonvested shares and nonvested share units:
Cliff vest after 3 years		237,483		156,687
Performance grant - vest in installments over 3 years(2)		96,035		131,078
Performance grant - cliff vest after 3 years(2)		—		92,583
Phantom nonvested share units:
Cliff vest after 3 years		7,212		1,350
Performance grant - vest in installments over 3 years(2)		536		450
Performance grant - cliff vest after 3 years(2)		—		6,584

⁽²⁾  Certain nonvested shares are subject to a performance condition for vesting. The performance grant vests only if the performance condition is met. As of April 28, 2012, the Company has assessed the likelihood that the performance condition will be met and has recorded the related expense based on the estimated outcome.

The total fair value of share grants for the thirteen weeks ended April 28, 2012 and April 30, 2011 is $6.2 million and $9.5 million, respectively.

Total share-based compensation expense is summarized as follows:

	13 Weeks Ended
(dollars in millions)	April 28, 2012		April 30, 2011
Cost of sales	$	0.6	$	0.9
Selling, general and administrative expenses		1.8		2.6
Share-based compensation expense	$	2.4	$	3.5

Included in share-based compensation expense for the thirteen weeks ended April 28, 2012 is $0.3 million of expense that was recognized as a result of the grants made in 2012. No amount of share-based compensation was capitalized. As of April 28, 2012, the Company had unrecognized compensation expense related to nonvested awards of $10.6 million, which is expected to be recognized over a weighted average period of 1.1 years.

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Subsidiary Guarantors Of Senior Notes - Condensed Consolidating Financial Information (Condensed Consolidating Balance Sheet) (Details) (USD $) In Millions, unless otherwise specified	Apr. 28, 2012		Jan. 28, 2012	Apr. 30, 2011		Jan. 29, 2011
Cash and cash equivalents	$ 193.1		$ 181.3	$ 270.4		$ 324.1
Accounts receivable, net	168.9		146.0	146.4
Inventories	571.4		563.4	575.9
Current deferred income taxes	7.0		7.2	30.3
Prepaid expenses	62.2		61.5	61.1
Other current assets	21.6		21.8	20.1
Total current assets	1,024.2		981.2	1,104.2
Property and equipment, net	361.9		369.4	423.5
Intangible assets, net	381.9		384.7	425.0
Goodwill	269.8	[1]	269.8	279.8	[1]	269.8	[1]
Deferred income taxes	11.5		10.7	10.5
Other assets	30.2		31.4	40.6
Total Assets	2,079.5		2,047.2	2,283.6
Current maturities of long-term debt	5.1		5.1	5.1
Other current liabilities	435.1		438.6	453.4
Total current liabilities	440.2		443.7	458.5
Long-term debt	603.6		604.8	658.2
Deferred income taxes	121.1		122.4	65.4
Other liabilities	200.0		202.8	211.9
Commitments and contingencies
Collective Brands, Inc. shareowners' equity	685.7		644.8	859.0
Noncontrolling interests	28.9		28.7	30.6
Total equity	714.6		673.5	889.6		854.4
Total Liabilities and Equity	2,079.5		2,047.2	2,283.6
Parent Company [Member]
Cash and cash equivalents
Accounts receivable, net
Inventories
Current deferred income taxes
Prepaid expenses	39.6		35.6	33.3
Other current assets
Total current assets	39.6		35.6	33.3
Property and equipment, net
Intangible assets, net
Goodwill
Deferred income taxes
Other assets	1,452.0		1,409.9	1,578.7
Total Assets	1,491.6		1,445.5	1,612.0
Current maturities of long-term debt
Other current liabilities	214.1		209.7	112.9
Total current liabilities	214.1		209.7	112.9
Long-term debt	587.5		587.5	637.1
Deferred income taxes
Other liabilities	4.3		3.5	3.0
Commitments and contingencies
Collective Brands, Inc. shareowners' equity	685.7		644.8	859.0
Noncontrolling interests
Total equity	685.7		644.8	859.0
Total Liabilities and Equity	1,491.6		1,445.5	1,612.0
Guarantor Subsidiaries [Member]
Cash and cash equivalents	62.4		46.3	113.7		122.4
Accounts receivable, net	147.3		127.9	133.9
Inventories	437.7		434.0	457.6
Current deferred income taxes				22.7
Prepaid expenses	12.5		16.3	15.0
Other current assets	355.2		356.0	276.6
Total current assets	1,015.1		980.5	1,019.5
Property and equipment, net	294.5		302.3	349.9
Intangible assets, net	356.8		358.7	396.8
Goodwill	133.5		133.5	143.0
Deferred income taxes
Other assets	1,015.2		979.5	933.9
Total Assets	2,815.1		2,754.5	2,843.1
Current maturities of long-term debt	5.1		5.1	5.1
Other current liabilities	554.7		532.2	522.3
Total current liabilities	559.8		537.3	527.4
Long-term debt	502.9		504.2	483.0
Deferred income taxes	120.1		121.3	64.1
Other liabilities	180.7		183.2	192.2
Commitments and contingencies
Collective Brands, Inc. shareowners' equity	1,451.6		1,408.5	1,576.4
Noncontrolling interests
Total equity	1,451.6		1,408.5	1,576.4
Total Liabilities and Equity	2,815.1		2,754.5	2,843.1
Non-Guarantor Subsidiaries [Member]
Cash and cash equivalents	130.7		135.0	156.7		201.7
Accounts receivable, net	40.5		36.7	30.1
Inventories	132.9		124.1	131.5
Current deferred income taxes	7.0		7.2	7.6
Prepaid expenses	10.1		9.6	12.8
Other current assets	194.8		160.3	172.9
Total current assets	516.0		472.9	511.6
Property and equipment, net	67.4		67.1	73.6
Intangible assets, net	25.1		26.0	28.2
Goodwill	136.3		136.3	136.8
Deferred income taxes	11.5		10.7	10.5
Other assets	25.7		25.7	12.1
Total Assets	782.0		738.7	772.8
Current maturities of long-term debt
Other current liabilities	212.8		205.3	272.0
Total current liabilities	212.8		205.3	272.0
Long-term debt	7.9		7.9	37.1
Deferred income taxes	1.0		1.1	1.3
Other liabilities	15.0		16.1	16.7
Commitments and contingencies
Collective Brands, Inc. shareowners' equity	516.4		479.6	415.1
Noncontrolling interests	28.9		28.7	30.6
Total equity	545.3		508.3	445.7
Total Liabilities and Equity	782.0		738.7	772.8
Eliminations [Member]
Cash and cash equivalents
Accounts receivable, net	(18.9)		(18.6)	(17.6)
Inventories	0.8		5.3	(13.2)
Current deferred income taxes
Prepaid expenses
Other current assets	(528.4)		(494.5)	(429.4)
Total current assets	(546.5)		(507.8)	(460.2)
Property and equipment, net
Intangible assets, net
Goodwill
Deferred income taxes
Other assets	(2,462.7)		(2,383.7)	(2,484.1)
Total Assets	(3,009.2)		(2,891.5)	(2,944.3)
Current maturities of long-term debt
Other current liabilities	(546.5)		(508.6)	(453.8)
Total current liabilities	(546.5)		(508.6)	(453.8)
Long-term debt	(494.7)		(494.8)	(499.0)
Deferred income taxes
Other liabilities
Commitments and contingencies
Collective Brands, Inc. shareowners' equity	(1,968.0)		(1,888.1)	(1,991.5)
Noncontrolling interests
Total equity	(1,968.0)		(1,888.1)	(1,991.5)
Total Liabilities and Equity	$ (3,009.2)		$ (2,891.5)	$ (2,944.3)

[1] Cumulative goodwill impairment charges total $52.0 million, of which $42.0 million relates to the PLG Retail reporting segment and $10.0 million relates to the Payless Domestic reporting segment.

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Subsidiary Guarantors Of Senior Notes - Condensed Consolidating Financial Information (Condensed Consolidating Statement Of Comprehensive Income) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Net earnings	$ 34.0	$ 28.2
Translation adjustments	4.1	8.0
Change in fair value of derivatives	0.6	1.8
Income tax impact of change in fair value of derivatives	0.1	(0.6)
Change in unrecognized pension benefits	1.7	1.1
Income tax impact of change in unrecognized pension benefits	0	(0.3)
Other comprehensive income, net	6.5	10.0
Comprehensive income	40.5	38.2
Comprehensive income attributable to noncontrolling interests	(1.4)	(2.1)
Comprehensive income attributable to Collective Brands, Inc.	39.1	36.1
Parent Company [Member]
Net earnings	33.2	26.4
Translation adjustments
Change in fair value of derivatives
Income tax impact of change in fair value of derivatives
Change in unrecognized pension benefits
Income tax impact of change in unrecognized pension benefits
Other comprehensive income, net
Comprehensive income	33.2	26.4
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Collective Brands, Inc.	33.2	26.4
Guarantor Subsidiaries [Member]
Net earnings	46.1	35.3
Translation adjustments
Change in fair value of derivatives	0.6	1.8
Income tax impact of change in fair value of derivatives	0.1	(0.6)
Change in unrecognized pension benefits	1.7	1.1
Income tax impact of change in unrecognized pension benefits		(0.3)
Other comprehensive income, net	2.4	2.0
Comprehensive income	48.5	37.3
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Collective Brands, Inc.	48.5	37.3
Non-Guarantor Subsidiaries [Member]
Net earnings	11.5	17.9
Translation adjustments	4.1	8.0
Change in fair value of derivatives
Income tax impact of change in fair value of derivatives
Change in unrecognized pension benefits
Income tax impact of change in unrecognized pension benefits
Other comprehensive income, net	4.1	8.0
Comprehensive income	15.6	25.9
Comprehensive income attributable to noncontrolling interests	(1.4)	(2.1)
Comprehensive income attributable to Collective Brands, Inc.	14.2	23.8
Eliminations [Member]
Net earnings	(56.8)	(51.4)
Translation adjustments
Change in fair value of derivatives
Income tax impact of change in fair value of derivatives
Change in unrecognized pension benefits
Income tax impact of change in unrecognized pension benefits
Other comprehensive income, net
Comprehensive income	(56.8)	(51.4)
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Collective Brands, Inc.	$ (56.8)	$ (51.4)

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Subsidiary Guarantors Of Senior Notes - Condensed Consolidating Financial Information (Tables)

3 Months Ended

Apr. 28, 2012

Subsidiary Guarantors Of Senior Notes - Condensed Consolidating Financial Information [Abstract]

Condensed Consolidating Statements Of Earnings

	13 Weeks Ended April 28, 2012
	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	787.9		$	362.7		$	(238.5	)	$	912.1
Cost of sales		—			511.4			308.9			(233.3	)		587.0
Gross margin		—			276.5			53.8			(5.2	)		325.1
Selling, general and administrative expenses		1.2			239.5			40.4			(5.2	)		275.9
Operating (loss) profit		(1.2	)		37.0			13.4			—			49.2
Interest expense		11.7			5.9			0.1			(9.4	)		8.3
Interest income		—			(9.0	)		(0.5	)		9.4			(0.1	)
Equity in earnings of subsidiaries		(46.1	)		(10.7	)		—			56.8			—
Earnings before income taxes		33.2			50.8			13.8			(56.8	)		41.0
Provision for income taxes		—			4.7			2.3			—			7.0
Net earnings		33.2			46.1			11.5			(56.8	)		34.0
Net earnings attributable to noncontrolling interests		—			—			(0.8	)		—			(0.8	)
Net earnings attributable to Collective Brands, Inc.	$	33.2		$	46.1		$	10.7		$	(56.8	)	$	33.2

	13 Weeks Ended April 30, 2011
	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	772.6		$	388.6		$	(292.2	)	$	869.0
Cost of sales		—			522.7			302.8			(266.4	)		559.1
Gross margin		—			249.9			85.8			(25.8	)		309.9
Selling, general and administrative expenses		1.0			227.3			65.0			(25.8	)		267.5
Operating (loss) profit		(1.0	)		22.6			20.8			—			42.4
Interest expense		12.8			7.1			—			(9.0	)		10.9
Interest income		—			(9.1	)		—			9.0			(0.1	)
Equity in earnings of subsidiaries		(35.3	)		(16.1	)		—			51.4			—
Earnings before income taxes		21.5			40.7			20.8			(51.4	)		31.6
(Benefit) provision for income taxes		(4.9	)		5.4			2.9			—			3.4
Net earnings		26.4			35.3			17.9			(51.4	)		28.2
Net earnings attributable to noncontrolling interests		—			—			(1.8	)		—			(1.8	)
Net earnings attributable to Collective Brands, Inc.	$	26.4		$	35.3		$	16.1		$	(51.4	)	$	26.4

Condensed Consolidating Statement Of Comprehensive Income

	13 Weeks Ended April 28, 2012
	Parent Company		Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated
Comprehensive income:
Net earnings	$	33.2	$	46.1	$	11.5		$	(56.8	)	$	34.0
Other comprehensive income:
Translation adjustments		—		—		4.1			—			4.1
Change in fair value of derivatives		—		0.6		—			—			0.6
Income tax impact of change in fair value of derivatives		—		0.1		—			—			0.1
Change in unrecognized pension benefits		—		1.7		—			—			1.7
Other comprehensive income, net		—		2.4		4.1			—			6.5
Comprehensive income		33.2		48.5		15.6			(56.8	)		40.5
Comprehensive income attributable to noncontrolling interests		—		—		(1.4	)		—			(1.4	)
Comprehensive income attributable to Collective Brands, Inc.	$	33.2	$	48.5	$	14.2		$	(56.8	)	$	39.1

	13 Weeks Ended April 30, 2011
	Parent Company		Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Comprehensive income:
Net earnings	$	26.4	$	35.3		$	17.9		$	(51.4	)	$	28.2
Other comprehensive income:
Translation adjustments		—		—			8.0			—			8.0
Change in fair value of derivatives		—		1.8			—			—			1.8
Income tax impact of change in fair value of derivatives		—		(0.6	)		—			—			(0.6	)
Change in unrecognized pension benefits		—		1.1			—			—			1.1
Income tax impact of change in unrecognized pension benefits		—		(0.3	)		—			—			(0.3	)
Other comprehensive income, net		—		2.0			8.0			—			10.0
Comprehensive income		26.4		37.3			25.9			(51.4	)		38.2
Comprehensive income attributable to noncontrolling interests		—		—			(2.1	)		—			(2.1	)
Comprehensive income attributable to Collective Brands, Inc.	$	26.4	$	37.3		$	23.8		$	(51.4	)	$	36.1

Condensed Consolidating Balance Sheet

CONDENSED CONSOLIDATING BALANCE SHEET

(dollars in millions)

	As of April 28, 2012
	Parent Company		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	62.4	$	130.7	$	—		$	193.1
Accounts receivable, net		—		147.3		40.5		(18.9	)		168.9
Inventories		—		437.7		132.9		0.8			571.4
Current deferred income taxes		—		—		7.0		—			7.0
Prepaid expenses		39.6		12.5		10.1		—			62.2
Other current assets		—		355.2		194.8		(528.4	)		21.6
Total current assets		39.6		1,015.1		516.0		(546.5	)		1,024.2
Property and equipment, net		—		294.5		67.4		—			361.9
Intangible assets, net		—		356.8		25.1		—			381.9
Goodwill		—		133.5		136.3		—			269.8
Deferred income taxes		—		—		11.5		—			11.5
Other assets		1,452.0		1,015.2		25.7		(2,462.7	)		30.2
Total Assets	$	1,491.6	$	2,815.1	$	782.0	$	(3,009.2	)	$	2,079.5
LIABILITIES AND EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—	$	5.1	$	—	$	—		$	5.1
Other current liabilities		214.1		554.7		212.8		(546.5	)		435.1
Total current liabilities		214.1		559.8		212.8		(546.5	)		440.2
Long-term debt		587.5		502.9		7.9		(494.7	)		603.6
Deferred income taxes		—		120.1		1.0		—			121.1
Other liabilities		4.3		180.7		15.0		—			200.0
Commitments and contingencies
Equity:
Collective Brands, Inc. shareowners' equity		685.7		1,451.6		516.4		(1,968.0	)		685.7
Noncontrolling interests		—		—		28.9		—			28.9
Total equity		685.7		1,451.6		545.3		(1,968.0	)		714.6
Total Liabilities and Equity	$	1,491.6	$	2,815.1	$	782.0	$	(3,009.2	)	$	2,079.5

CONDENSED CONSOLIDATING BALANCE SHEET

(dollars in millions)

	As of April 30, 2011
	Parent Company		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	113.7	$	156.7	$	—		$	270.4
Accounts receivable, net		—		133.9		30.1		(17.6	)		146.4
Inventories		—		457.6		131.5		(13.2	)		575.9
Current deferred income taxes		—		22.7		7.6		—			30.3
Prepaid expenses		33.3		15.0		12.8		—			61.1
Other current assets		—		276.6		172.9		(429.4	)		20.1
Total current assets		33.3		1,019.5		511.6		(460.2	)		1,104.2
Property and equipment, net		—		349.9		73.6		—			423.5
Intangible assets, net		—		396.8		28.2		—			425.0
Goodwill		—		143.0		136.8		—			279.8
Deferred income taxes		—		—		10.5		—			10.5
Other assets		1,578.7		933.9		12.1		(2,484.1	)		40.6
Total Assets	$	1,612.0	$	2,843.1	$	772.8	$	(2,944.3	)	$	2,283.6
LIABILITIES AND EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—	$	5.1	$	—	$	—		$	5.1
Other current liabilities		112.9		522.3		272.0		(453.8	)		453.4
Total current liabilities		112.9		527.4		272.0		(453.8	)		458.5
Long-term debt		637.1		483.0		37.1		(499.0	)		658.2
Deferred income taxes		—		64.1		1.3		—			65.4
Other liabilities		3.0		192.2		16.7		—			211.9
Commitments and contingencies
Equity:
Collective Brands, Inc. shareowners' equity		859.0		1,576.4		415.1		(1,991.5	)		859.0
Noncontrolling interests		—		—		30.6		—			30.6
Total equity		859.0		1,576.4		445.7		(1,991.5	)		889.6
Total Liabilities and Equity	$	1,612.0	$	2,843.1	$	772.8	$	(2,944.3	)	$	2,283.6

CONDENSED CONSOLIDATING BALANCE SHEET

(dollars in millions)

	As of January 28, 2012
	Parent Company		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	46.3	$	135.0	$	—		$	181.3
Accounts receivable, net		—		127.9		36.7		(18.6	)		146.0
Inventories		—		434.0		124.1		5.3			563.4
Current deferred income taxes		—		—		7.2		—			7.2
Prepaid expenses		35.6		16.3		9.6		—			61.5
Other current assets		—		356.0		160.3		(494.5	)		21.8
Total current assets		35.6		980.5		472.9		(507.8	)		981.2
Property and equipment, net		—		302.3		67.1		—			369.4
Intangible assets, net		—		358.7		26.0		—			384.7
Goodwill		—		133.5		136.3		—			269.8
Deferred income taxes		—		—		10.7		—			10.7
Other assets		1,409.9		979.5		25.7		(2,383.7	)		31.4
Total Assets	$	1,445.5	$	2,754.5	$	738.7	$	(2,891.5	)	$	2,047.2
LIABILITIES AND EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—	$	5.1	$	—	$	—		$	5.1
Other current liabilities		209.7		532.2		205.3		(508.6	)		438.6
Total current liabilities		209.7		537.3		205.3		(508.6	)		443.7
Long-term debt		587.5		504.2		7.9		(494.8	)		604.8
Deferred income taxes		—		121.3		1.1		—			122.4
Other liabilities		3.5		183.2		16.1		—			202.8
Commitments and contingencies
Equity:
Collective Brands, Inc. shareowners' equity		644.8		1,408.5		479.6		(1,888.1	)		644.8
Noncontrolling interests		—		—		28.7		—			28.7
Total equity		644.8		1,408.5		508.3		(1,888.1	)		673.5
Total Liabilities and Equity	$	1,445.5	$	2,754.5	$	738.7	$	(2,891.5	)	$	2,047.2

Condensed Consolidating Statement Of Cash Flows

	13 Weeks Ended April 28, 2012
	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Operating Activities:
Net earnings	$	33.2		$	46.1		$	11.5		$	(56.8	)	$	34.0
Adjustments for non-cash items included in net earnings		0.1			27.1			6.3			—			33.5
Changes in working capital		0.4			5.7			(37.4	)		0.8			(30.5	)
Other, net		(33.4	)		(42.8	)		19.4			56.0			(0.8	)
Cash flow provided by (used in) operating activities		0.3			36.1			(0.2	)		—			36.2
Investing Activities:
Capital expenditures		—			(17.7	)		(4.3	)		—			(22.0	)
Cash flow used in investing activities		—			(17.7	)		(4.3	)		—			(22.0	)
Financing Activities:
Net proceeds (repayments) of debt or notes payable		—			(2.3	)		1.0			—			(1.3	)
Net purchases of common stock		(0.3	)		—			—			—			(0.3	)
Net distributions to noncontrolling interests		—			—			(1.2	)		—			(1.2	)
Cash flow used in financing activities		(0.3	)		(2.3	)		(0.2	)		—			(2.8	)
Effect of exchange rate changes on cash		—			—			0.4			—			0.4
Increase (decrease) in cash and cash equivalents		—			16.1			(4.3	)		—			11.8
Cash and cash equivalents, beginning of year		—			46.3			135.0			—			181.3
Cash and cash equivalents, end of quarter	$	—		$	62.4		$	130.7		$	—		$	193.1

	13 Weeks Ended April 30, 2011
	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Operating Activities:
Net earnings	$	26.4		$	35.3		$	17.9		$	(51.4	)	$	28.2
Adjustments for non-cash items included in net earnings		0.1			32.5			5.8			—			38.4
Changes in working capital		4.2			(70.0	)		(38.2	)		(0.3	)		(104.3	)
Other, net		(28.0	)		(27.8	)		0.5			51.7			(3.6	)
Cash flow provided by (used in) operating activities		2.7			(30.0	)		(14.0	)		—			(41.3	)
Investing Activities:
Capital expenditures		—			(7.4	)		(3.4	)		—			(10.8	)
Cash flow used in investing activities		—			(7.4	)		(3.4	)		—			(10.8	)
Financing Activities:
Net proceeds (repayments) of debt or notes payable		—			28.7			(30.0	)		—			(1.3	)
Net purchases of common stock		(2.7	)		—			—			—			(2.7	)
Net distributions to noncontrolling interests		—			—			(3.0	)		—			(3.0	)
Cash flow (used in) provided by financing activities		(2.7	)		28.7			(33.0	)		—			(7.0	)
Effect of exchange rate changes on cash		—			—			5.4			—			5.4
Decrease in cash and cash equivalents		—			(8.7	)		(45.0	)		—			(53.7	)
Cash and cash equivalents, beginning of year		—			122.4			201.7			—			324.1
Cash and cash equivalents, end of quarter	$	—		$	113.7		$	156.7		$	—		$	270.4

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Share-Based Compensation (Number Of Shares For Grants) (Details)	3 Months Ended
	Apr. 28, 2012		Apr. 30, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of fair market value of underlying common stock on grant date of SAR	125.00%
Maximum shares issuable under stock-settled SAR	0.56
Share Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vest in installments over 3 years, Stock-settled SARs		[1]	213,141	[1]
Maximum Share Equivalents [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vest in installments over 3 years, Stock-settled SARs		[1]	118,412	[1]

[1] All of the stock-settled SARs issued by the Company in the periods presented contain an appreciation cap, which limits the appreciation for which shares of common stock will be granted. The appreciation cap is limited to 125% of the fair market value of the underlying common stock on the grant date of the SAR, meaning that the maximum shares issuable under a SAR is 0.56 shares per SAR.

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Impact Of Recently Issued Accounting Standards

3 Months Ended

Apr. 28, 2012

Impact Of Recently Issued Accounting Standards [Abstract]

Impact Of Recently Issued Accounting Standards

Note 13 – Impact of Recently Issued Accounting Standards

In May 2011, the FASB issued ASU 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs" ("ASU 2011-04"), which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. The adoption of ASU 2011-04 did not have a significant impact on the Company's Condensed Consolidated Financial Statements.

In June 2011, the FASB issued ASU 2011-05, "Presentation of Comprehensive Income" ("ASU 2011-05"), which is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2011. The provisions of ASU 2011-05 require companies to display adjustments for items that are reclassified from other comprehensive income ("OCI") to net income in both net income and OCI in either a single continuous statement of comprehensive income or in two separate but consecutive statements. The adoption of ASU 2011-05 did not have a significant impact on the Company's Condensed Consolidated Financial Statements.

In September 2011, the FASB issued ASU 2011-08, "Testing Goodwill for Impairment", which is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011; however, early adoption is permitted. Under the new guidance, an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the entity determines that this threshold is not met, then performing the two-step impairment test is unnecessary. The adoption of ASU 2011-08 did not have a significant impact on the Company's Condensed Consolidated Financial Statements.

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Intangible Assets And Goodwill (Tables)

3 Months Ended

Apr. 28, 2012

Intangible Assets And Goodwill [Abstract]

Summary Of The Company's Intangible Assets

(dollars in millions)	April 28, 2012			April 30, 2011			January 28, 2012
Intangible assets subject to amortization:
Favorable lease rights:
Gross carrying amount	$	20.4		$	24.8		$	20.5
Less: accumulated amortization		(17.8	)		(20.2	)		(17.6	)
Carrying amount, end of period		2.6			4.6			2.9
Customer relationships:
Gross carrying amount		74.2			74.2			74.2
Less: accumulated amortization		(55.5	)		(47.3	)		(53.7	)
Carrying amount, end of period		18.7			26.9			20.5
Trademarks and other intangible assets:
Gross carrying amount		40.0			38.5			39.9
Less: accumulated amortization		(13.8	)		(10.5	)		(13.0	)
Carrying amount, end of period		26.2			28.0			26.9
Carrying amount of intangible assets subject to amortization		47.5			59.5			50.3
Indefinite-lived trademarks		334.4			365.5			334.4
Total intangible assets	$	381.9		$	425.0		$	384.7

Amortization Expense On Intangible Assets

	13 Weeks Ended
(dollars in millions)	April 28, 2012		April 30, 2011
Amortization expense on intangible assets	$	2.7	$	3.4

Expected Amortization Expense For The Remainder Of 2012 And The Next Four Years

Year	Amount
Remainder of 2012	$	8.5
2013		9.8
2014		8.5
2015		6.0
2016		2.0

Summary Of Carrying Amount Of Goodwill, By Reporting Segment And Reporting Unit

Reporting Segment	Reporting Unit	April 28, 2012		April 30, 2011		January 28, 2012
PLG Wholesale	PLG Wholesale	$	239.6	$	239.6	$	239.6
Payless Domestic	Payless Domestic		—		5.9		—
Payless Domestic	Collective Licensing		30.2		34.3		30.2
Total(1)		$	269.8	$	279.8	$	269.8

⁽¹⁾ Cumulative goodwill impairment charges total $52.0 million, of which $42.0 million relates to the PLG Retail reporting segment and $10.0 million relates to the Payless Domestic reporting segment.

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Pension Plans (Summary Of Components Of Pension Expense) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Payless Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 0.2	$ 0.2
Interest cost	0.4	0.5
Amortization of prior service cost	0.4	0.4
Amortization of actuarial loss	0.5	0.4
Total	1.5	1.5
PLG Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest cost	1.2	1.2
Expected return on assets	(1.4)	(1.3)
Amortization of actuarial loss	0.7	0.3
Total	$ 0.5	$ 0.2

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Intangible Assets And Goodwill (Summary Of Carrying Amount Of Goodwill, By Reporting Segment And Reporting Unit) (Details) (USD $) In Millions, unless otherwise specified								3 Months Ended
	Apr. 28, 2012		Jan. 28, 2012	Apr. 30, 2011		Jan. 29, 2011		Apr. 28, 2012 Payless Domestic [Member]	Apr. 28, 2012 Reportable Segment [Member]	Apr. 28, 2012 PLG Retail [Member]	Apr. 28, 2012 Collective Licensing Unit [Member] Payless Domestic [Member]	Apr. 30, 2011 Collective Licensing Unit [Member] Payless Domestic [Member]	Jan. 29, 2011 Collective Licensing Unit [Member] Payless Domestic [Member]	Apr. 28, 2012 PLG Wholesale Unit [Member] PLG Wholesale [Member]	Apr. 30, 2011 PLG Wholesale Unit [Member] PLG Wholesale [Member]	Jan. 29, 2011 PLG Wholesale Unit [Member] PLG Wholesale [Member]	Apr. 30, 2011 Payless Domestic Unit [Member] Payless Domestic [Member]
Impaired Intangible Assets [Line Items]
Goodwill	$ 269.8	[1]	$ 269.8	$ 279.8	[1]	$ 269.8	[1]				$ 30.2	$ 34.3	$ 30.2	$ 239.6	$ 239.6	$ 239.6	$ 5.9
Goodwill impairment charges								$ 10.0	$ 52.0	$ 42.0

[1] Cumulative goodwill impairment charges total $52.0 million, of which $42.0 million relates to the PLG Retail reporting segment and $10.0 million relates to the Payless Domestic reporting segment.

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, unless otherwise specified	Apr. 28, 2012	Jan. 28, 2012	Apr. 30, 2011
Condensed Consolidated Balance Sheets [Abstract]
Allowance for doubtful accounts and returns reserve	$ 8.9	$ 6.3	$ 6.8

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Exit Costs

3 Months Ended

Apr. 28, 2012

Exit Costs [Abstract]

Exit Costs

Note 2 – Exit Costs

In 2011, the Company announced that, as part of its efforts to optimize the performance of its Payless and Stride Rite store fleet, it would close approximately 475 under-performing and low-volume, non-strategic stores in the next three years. During 2011, the Company closed 352 stores, of which 298 of the stores were Payless locations in the U.S., Canada and Puerto Rico and 54 were Stride Rite Children's locations. During the first three months of 2012, the Company closed five Payless stores in the United States and Canada and two Stride Rite Children's locations as a part of this announced plan.

Costs associated with this plan, which consist of lease termination costs, employee severance and other exit costs, are recorded at fair value. The Company estimates that these costs will total $20 million to $25 million; however, the ultimate financial impact of this plan is dependent upon the actual exit transactions. The lease termination costs are recorded within cost of sales on the Condensed Consolidated Statement of Earnings on the earlier of the date that the store is closed or lease buyouts are negotiated with the landlords. Employee severance costs consist of severance payments made to certain terminated associates and are recorded ratably over the associate's required service period from the date the termination has been communicated to the associate. The employee severance costs are recorded within selling, general and administrative expenses on the Condensed Consolidated Statement of Earnings and are recorded within accrued expenses on the Condensed Consolidated Balance Sheet.

(dollars in millions)	Accrual Balance as of January  28, 2012		Costs Incurred		Cash Payments			Accrual Balance as of April  28, 2012		Total Charges to Date
Lease termination costs(1)	$	5.8	$	1.7	$	(2.4	)	$	5.1	$	12.3
Employee severance and other exit costs		1.7		1.0		(2.1	)		0.6		3.4
Total	$	7.5	$	2.7	$	(4.5	)	$	5.7	$	15.7

⁽¹⁾  The accrual balance as of January 28, 2012 was changed from $1.6 (disclosed in the prior period) to $5.8, as the previously-disclosed prior period amount did not include a $4.2 accrual as of January 29, 2011 related to lease costs incurred and recorded prior to the commencement of the exit activities.

Of the $12.3 million of lease termination costs recorded to date, $10.3 million are recorded in the Payless Domestic reporting segment, $1.2 million are recorded in the Payless International reporting segment and $0.8 million are recorded in the PLG Retail reporting segment. Of the $3.4 million of employee severance and other costs recorded to date, $2.9 million are recorded in the Payless Domestic reporting segment, $0.3 million are recorded in the Payless International reporting segment and $0.2 million are recorded in the PLG Retail reporting segment.

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Commitments And Contingencies (Details)	3 Months Ended
	Apr. 28, 2012
Delaware [Member]
Lawsuits filed, number	5
Kansas [Member]
Lawsuits filed, number	2

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Long-Term Debt (Tables)

3 Months Ended

Apr. 28, 2012

Long-Term Debt [Abstract]

Summary Of Long-Term Debt And Capital Lease Obligations

(dollars in millions)	April 28, 2012		April 30, 2011		January 28, 2012
Term Loan Facility(1)	$	483.1	$	488.1	$	484.4
Senior Subordinated Notes(2)		124.7		174.2		124.6
Amended Revolving Loan Facility(3)		—		—		—
Capital-lease obligations		0.9		1.0		0.9
Total debt		608.7		663.3		609.9
Less: current maturities of long-term debt		5.1		5.1		5.1
Long-term debt	$	603.6	$	658.2	$	604.8

⁽¹⁾  As of April 28, 2012, April 30, 2011 and January 28, 2012, the fair value of the Company's Term Loan Facility was $481.3 million, $488.1 million and $479.5 million, respectively, based on quoted market prices for similar issues with similar remaining maturities. The fair value of the Company's Term Loan Facility is valued using level 2 measurements as defined in the Fair Value Measurements footnote.

⁽²⁾  As of April 28, 2012, April 30, 2011 and January 28, 2012, the fair value of the Company's Senior Subordinated Notes was $125.4 million, $178.1 million and $125.6 million, respectively, based on trading activity as of those dates. The fair value of the Company's Senior Subordinated Notes is valued using level 1 measurements as defined in the Fair Value Measurements footnote.

⁽³⁾  As of April 28, 2012, the Company's borrowing base on its Amended Revolving Loan Facility was $300.0 million less $28.6 million in outstanding letters of credit, or $271.4 million. The variable interest rate, including the applicable variable margin at April 28, 2012, was 1.11%.

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Intangible Assets And Goodwill (Summary Of The Company's Intangible Assets) (Details) (USD $) In Millions, unless otherwise specified	Apr. 28, 2012	Jan. 28, 2012	Apr. 30, 2011
Impaired Intangible Assets [Line Items]
Carrying amount	$ 47.5	$ 50.3	$ 59.5
Indefinite-lived trademarks	334.4	334.4	365.5
Total intangible assets	381.9	384.7	425.0
Favorable Lease Rights [Member]
Impaired Intangible Assets [Line Items]
Gross carrying amount	20.4	20.5	24.8
Less: accumulated amortization	(17.8)	(17.6)	(20.2)
Carrying amount	2.6	2.9	4.6
Customer Relationships [Member]
Impaired Intangible Assets [Line Items]
Gross carrying amount	74.2	74.2	74.2
Less: accumulated amortization	(55.5)	(53.7)	(47.3)
Carrying amount	18.7	20.5	26.9
Trademarks And Other Intangible Assets [Member]
Impaired Intangible Assets [Line Items]
Gross carrying amount	40.0	39.9	38.5
Less: accumulated amortization	(13.8)	(13.0)	(10.5)
Carrying amount	$ 26.2	$ 26.9	$ 28.0

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Commitments And Contingencies

3 Months Ended

Apr. 28, 2012

Commitments And Contingencies [Abstract]

Commitments And Contingencies

Note 12 – Commitments and Contingencies

Other than as described below, there are no pending legal proceedings other than ordinary, routine litigation incidental to the business to which the Company is a party or of which its property is subject, none of which the Company expects to have a material impact on its financial position, results of operations or cash flows.

Shareholder Litigation

On January 25, 2012, a federal lawsuit was filed in the District of Kansas entitled Local 191 I.B.E.W. Joint Trust Funds v. Collective Brands, et al., Case No. 12-cv-2046 (KHV), naming as defendants the Company, Matthew Rubel, Douglas Treff and Douglas Boessen. The federal complaint purports to state claims under Sections 10(b) and 20(a) of the 1934 Securities Exchange Act, generally alleging that defendants caused the Company to issue false and/or materially misleading public statements concerning its business financial results between December 1, 2010 and May 24, 2011. Plaintiff claims this resulted in the Company common stock trading at artificially inflated levels beginning in December 2010, followed by a sharp decline in the trading price when the Company released its financial results after the close of trading on May 24, 2011.

Subsequently, after the public announcement of the proposed merger, five lawsuits were filed in the Court of Chancery of the State of Delaware: on May 4, 2012, Dusablon v. Collective Brands, Inc., et al., case no. 7498; on May 9, 2012, Augenbaum v. Rubel, et al., case no. 7509; on May 11, 2012, Walker v. Collective Brands, Inc., et al., case no. 7523; on May 17, 2012, Strobeck v. Collective Brands, Inc. et al., case no. 7538; and, Son et al. v. Collective Brands, Inc. et al., case no. 7542. These suits were filed against some or all of the following parties: the Company, its directors and certain of its former and current executive officers, and Blum, Golden Gate, Wolverine, Parent and Merger Sub. A previously pending stockholder derivative lawsuit, Israni v. Rubel, et al., case no. 12C297, filed in the District Court of Shawnee County, Kansas was amended on May 2, 2012 to include class action allegations relating to the merger agreement and naming the Company, its directors and certain of its former and current executive officers, Blum, Golden Gate, and Wolverine as defendants.

Each of the Delaware complaints and the Kansas state court complaint generally allege, among other things, that the Company's board of directors and certain of our executive officers have violated various fiduciary duties relating to maximizing stockholder value in negotiating and approving the merger, and that the Company, Blum, Golden Gate and Wolverine aided and abetted such alleged breaches of fiduciary duties. The two Kansas complaints additionally allege that the Company, its directors and certain of its executive officers made materially false and misleading statements regarding the Company's performance during the third fiscal quarter of 2010, which resulted in the Company's common stock trading at artificially inflated levels in December 2010, followed by a sharp decline in the trading price when the Company released its financial results in May 2011; and, that the Company, its directors and certain of its executive officers authorized payments to former CEO Matthew E. Rubel upon his termination that were not in the best interests of the Company. Further, the Kansas state court complaint alleges that the Company's directors are attempting to evade any liability related to the alleged false and misleading statements by entering into the merger agreement with buyers who will indemnify the Company's directors from any such liability. The plaintiffs seek various remedies, including an injunction against the merger and/or the stockholder vote, declaratory relief with respect to the alleged breaches of fiduciary duty, and monetary damages including attorneys' fees and expenses.

All defendants deny any wrongdoing in connection with the proposed merger or any of the events that preceded it, and plan to vigorously defend against all pending claims. An estimate of the possible loss, if any, or the range of loss cannot be made and therefore the Company has not accrued a loss contingency related to these matters.