8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 9, 2006

(January 9, 2006)

BROWN SHOE COMPANY, INC. (Exact name of registrant as specified in its charter)
New York (State or other jurisdiction of incorporation or organization)
1-2191 (Commission File Number)	43-0197190 (IRS Employer Identification Number)
8300 Maryland Avenue St. Louis, Missouri (Address of principal executive offices)	63105 (Zip Code)
(314) 854-4000 (Registrant's telephone number, including area code)

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

Item 7.01 Regulation FD Disclosure.

Members of Brown Shoe Company, Inc.'s executive management team will be speaking with investors on January 11, 2006, at the S. G. Cowen 4^th Annual Consumer Conference in New York City, New York. The slide presentation for use in conjunction with this presentation is furnished as Exhibit 99.1 hereto and incorporated herein by reference and is available on the Company’s website, www.brownshoe.com/news/news_financial.asp, although the Company reserves the right to discontinue its availability at any time. The presentations will also be available via webcast at:

http://www.corporate-ir.net/ireye/confLobby.zhtml?ticker=BWS&item id+1188823.

Members of Brown Shoe Company, Inc.'s executive management team will be speaking with investors on January 13, 2006, at the 2006 ICR Exchange Conference in Naples, Florida. The slide presentation for use in conjunction with this presentation is furnished as Exhibit 99.1 hereto and incorporated herein by reference and is available on the Company’s website, www.brownshoe.com/news/news_financial.asp, although the Company reserves the right to discontinue its availability at any time. The presentations will also be available via webcast at:

http://www.corporate-ir.net/ireye/confLobby.zhtml?ticker+BWS&item id=1173437

The information in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01   Financial Statements and Exhibits

(c) Exhibit
Exhibit Number	Description of Exhibits
99.1	Slide Presentation for S. G. Cowen 4th Annual Consumer Conference and 2006 ICR Exchange Conference

2

SIGNATURES

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

	BROWN SHOE COMPANY, INC.
	(Registrant)
Date:  January 9, 2006	/s/ Michael I. Oberlander
	Michael I. Oberlander
	Vice President, General Counsel and Corporate Secretary

3

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Slide Presentation for S. G. Cowen 4th Annual Consumer Conference and 2006 ICR Exchange Conference

4

EX-99.1

1

September 2005

2

This presentation by Brown Shoe Company, Inc. contains certain forward-looking statements,

including without limitation, statements made concerning forward looking guidance on Sales,

Earnings Per Share (EPS), Net Earnings, Adjusted Net Earnings, EBITDA, Adjusted EBITDA and

Debt to Capital ratio. Such statements are subject to various risks and uncertainties that could

cause actual results to differ materially. These include (i) general economic conditions and the

consumer's preferences and purchasing patterns, which may be influenced by consumers'

disposable income; (ii) the uncertainties of pending litigation; (iii) intense competition and

continuing consolidation within the footwear industry; (iv) political and economic conditions or

other threats to continued and uninterrupted flow of inventory from Brazil and China, where the

Company relies heavily on third-party manufacturing facilities for a significant amount of its

inventory; (v) the integration of the Bennett business; and (vi) the Company's ability to

successfully implement its plan to strengthen the Naturalizer brand. The Company's reports to

the Securities and Exchange Commission contain detailed information relating to such factors.

Some of the statements herein, as indicated, speak only as of the date they were initially made.

The Company does not undertake any obligation or plan to update these forward-looking

statements, even though its situation may change.

-- January 9, 2006

3

Today's Topics -- NYSE: BWS

1) The BWS Story --Re-Shaping Our Platform

2) Enterprise-wide strategies

3) Financial results

4

Brown Shoe Today -- $2.3 Billion in Sales Projected for 2005

Unique wholesale-retail platform. Building our brands and retail concepts to gain

market share while delivering style to the consumer.

Department &

Specialty Stores

$400 million

Mass

Merchandisers

$250 million

Specialty

Footwear

Retail

$230

million

900 retail stores

in the U.S.

$1.2 billion

38%

Wholesale

Bennett

$200 million

2001 Projected 2005

71% Retail

29%

Wholesale

62% Retail

5

Remaking BWS --

1) Operating Earnings -- from 2001 to 2005, GAAP operating earnings are expected

to grow from $11mm to approximately $84mm; on an adjusted basis, operating

earnings are expected to nearly double from $50mm to about $100mm. Please see

Appendix for calculation of this measure.

2) Famous Footwear turnaround -- following extensive work in product

assortments, merchandising, inventory management and store remodeling, our

operating margin increased 400+ basis points to >5% in 2004 compared to 2001

3) Brand-building focus at Wholesale -- focus on our wholesale brand-building

continues to drive market share improvement

4) Growing our portfolio -- acquisition of Bennett, Bass license, Disney license,

Shoes.com and launch of Carlos by Carlos Santana

Shareholder Return -- over the last 5 years, we have delivered a 25.6% CAGR

(compound annual growth rate) increase in shareholder value -- 27.6% when

accounting for reinvested dividends

5.8%

6.4%

7.6% 7.9%

12.4%

0.0%

2.5%

5.0%

7.5%

10.0%

12.5%

2001 2002 2003 2004 2005-

LTM

0.0%

2.0%

4.0%

6.0%

2001 2002 2003 2004

Operating Margin* Improvement

at Famous Footwear

Department Store Market Share

for our Women's Fashion

Footwear Brands

* See Appendix for calculation.

Source: NPD Group Reported POS Dollar Volume;

2005 reflects12 months (through Aug 2005) of BWS

+ Bennett brands * Peer Group as identified in our 2004 Proxy

$50

$100

$150

$200

$250

$300

Jan-01 Jan-02 Jan-03 Jan-04 Jan-05 Jan-06

BWS Peer Group

01/03/06 Stock Close = $42.35

6

$0

$100

$200

$300

$400

$500

$600

Nine West Group

Brown Shoe

Steve Madden

Clarks Companies

VCS Group

Nike

Kenneth Cole Productions

Liz Claiborne

Stride Rite Corp.

Overview of our Wholesale Businesses:

* Reflects NPD Group Reported POS Dollar Volume. 12 Months ending July, 2005.

Our Rank among Wholesalers

Women's Fashion Footwear Sales in U.S. Department Stores*

Ranked by Parent Company

($ in millions)

After Acquisition

Brown Wholesale

Bennett Footwear Group

7

Our Portfolio of Brands – 46% Market Share in Moderate Zone

(women's)

No. 3 men

No. 18 women

Moderate

Zone

Rank

No. 1

Moderate

No. 3

Moderate

No. 11

Junior

Source: NPD Group Reported POS Dollar Volume.

12 Months ending July, 2005.

Overview of our Wholesale Businesses:

8

Our Portfolio of Better/Bridge Brands -- 17% Market Share in Better Zone

Zone

Rank

No. 9

Bridge

No. 2

Better

No. 9

Better

No. 13

Better

Source: NPD Group Reported POS Dollar Volume.

12 Months ending July, 2005.

Overview of our Wholesale Businesses:

9

Our Portfolio of Brands -- Mid-tier and Mass

A leading footwear vendor at Wal-Mart, Target & Payless

Overview of our Wholesale Businesses:

10

0

1

2

3

4

5

6

7

8

Wal-Mart

Payless

Footlocker

Federated+May

Famous Footwear

JC Penney

Nordstrom

Finish Line

Kohl's

Target

DSW

Sears

Dillard's

Kmart

Shoe Carnival

% Share of Dollars

Source: Competitive Shares reported by NPD Consumer Panel Survey, 12

Months ending July 2005. Famous Footwear's share calculated using internal

information.

Our Rank Among Top Footwear Retailers

Share of Footwear Sales by Retailer*

Overview of our Retail Businesses:

11

Our Portfolio of Retail Concepts --1300 Stores, 5 Web-stores

No. 1

Family, branded

No. 3

Internet footwear

Zone

Rank

No. 4

Women's specialty

Source: Competitive Shares reported by NPD Consumer

Panel Survey, 12 Months ending July 2005.

Retail Famous Footwear Naturalizer Shoes.com

Brands Factory Brand Shoes Via Spiga stores Naturalizer.com

FX LaSalle Famousfootwear.com

Overview of our Retail Businesses:

12

BWS Enterprise-Wide Strategies for Sustainable Growth:

1) Create differentiation --creating competitive advantage by differentiating

our stores, our footwear, and our brands

2) Delight consumers with style -- raising the style quotient of our

footwear assortments to win consumer preference for our brands

3) Leadership in Speed-to-Market -- enhancing processes to develop and

deliver the most current, trend-right product to our customer within the

shortest possible lead time -- thereby increasing sell-throughs and

reducing markdown risk.

4) Building value via our portfolio of brands -- building a portfolio of

relevant and differentiated brands that target the needs and desires of

our consumers

Balance Growth + Investment -- delivering earnings performance while

investing for the future

13

Creating Differentiation at Famous Footwear

n Improved Product: More brands, more current, more trend-right

n Redesigned Stores

n Improved shopping experience

--Fashion + Branded Value, not Price

n Innovative marketing

Enterprise-wide

Strategy # 1

14

2nd

8th

7th

6th

4th

3rd 3rd

1

2

3

4

5

6

7

8

9

1998 1999 2000 2001 2002 2003 2004

Creating Differentiation at Naturalizer

Increased Wholesale

Distribution

Taking Brand Image to

Next Level

Improving Store Base

Market Share Rank in U.S.

Department Store Channel*

*Source: NPD Group/NPD FashionWorld

Footwear Point-of-Sale Data, 1998-2004

n Introducing a new sense of style for brand

n Improving our retail platform

n Improved our wholesale business model

n Enhanced product styling

Enterprise-wide

Strategy # 1

15

Delighting the Consumer with Style -- Top Department Store Brands

Share Rank* Brand Zone

Of Market Of Zone

2nd 1st Naturalizer Moderate

7th 2nd Franco Sarto Better

10th 3rd Life Stride Moderate

30th 9th Etienne Aigner Better

35th 9th Via Spiga Bridge

43rd 13th Carlos by Carlos Santana Better

56th 9th Dr. Scholl's Moderate -- Junior

85th 18th Bass -- women's Moderate

n Leading designers (e.g. Franco Sarto) acquired with Bennett

n Product development and Style & Trend functions centralized;

augmented with Italian design talent

n Exclusive product programs with major retailers

Enterprise-wide

Strategy # 2

Source: NPD Group Reported POS Dollar Volume. 12 Months ending July, 2005.

16

Speed-to-Market

n Providing the consumer with fashion closer to need

 n Enhancing Retail Planning & Analysis

 n Stronger focus on sell-through and inventory flow

 n Standardizing Design, Development, & Production

 n World-class logistics and customer support

 n Worldwide sourcing capability (staff of 600 in

  China and Brazil)

Enterprise-wide

Strategy # 3

17

Building our Portfolio -- Recent Acquisitions of Brands and Licenses

n Creating a portfolio of brands and licenses that garners

greater market penetration

February 2004 August 2004 April 2005

Bennett Footwear Group

2001 2001

Enterprise-wide

Strategy # 4

18

Growing our Portfolio – Bennett acquisition -- the perfect fit for BWS

n Strong brands in better and bridge zones complement our strength in

moderate

n Increases our share-of-market in women's fashion footwear

n Growing business with strong market share and healthy operating margins

n First-class talent -- in management and at design levels

n Transition going smoothly

n In 2005: Expected to add $200 million in sales and be accretive (9 months)

by $0.15-$0.20 per diluted share

n In 2006: Expected accretion of $0.30 per diluted share

Enterprise-wide

Strategy # 4

19

Earnings & Guidance

20

2005 Guidance -- Reaffirmed 01/09/06

Diluted Earnings Per Share 2005 Estimated 2004

Guidance (GAAP Basis) $1.92 - $2.07 $2.30 Actual EPS (GAAP Basis)

Tax cost to repatriate foreign earnings $0.55 $0.18 Bass transition costs

Cost to restructure Naturalizer $0.50 - $0.45 $0.12 Bond guarantee charge

Bridge loan fee $0.03 $0.02 Environmental litigation

($0.05) Tax reserve recovery

Adjusted EPS on non-GAAP basis ___________ _____

for comparison purposes $3.00 - $3.10 $2.57

Q4-2005 Estimated Q4-2004

Guidance (GAAP Basis) $0.46 - $0.61 $0.46 Actual EPS (GAAP Basis)

Cost to restructure Naturalizer $0.24 - $0.19 $0.12 Bond guarantee charge

Tax cost to repatriate foreign earnings $0.04 ($0.05) Tax reserve recovery

Adjusted EPS on non-GAAP basis ___________ _____

for comparison purposes $0.74 - $0.84 $0.53

Non-GAAP Financial Measures

In this presentation, the Company's financial results are provided both in accordance with generally accepted accounting principles (GAAP), and using certain

non-GAAP financial measures. In particular, the Company provides historic and estimated future net earnings per diluted share excluding certain charges and

recoveries, which are non-GAAP financial measures. These results are included as a complement to results provided in accordance with GAAP because

management believes these non-GAAP financial measures help indicate underlying trends in the Company's business and provide useful information to both

management and investors by excluding certain items that are not indicative of the Company's core operating results. 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.

21

EBITDA* 103.6 $ 95.7 $ 120.9 $ 125.0 $

Special Charges

Naturalizer Restructuring - - 16.0 14.0

Bass Transition Costs - 5.6 - -

Bond Guarantee Charge - 3.5 - -

Environmental Litigation 3.1 0.6 - -

Canada Factory Closure 4.5 - - -

Adjusted EBITDA 111.2 $ 105.4 $ 136.9 $ 139.0 $

EBITDA*

* EBITDA represents earnings before interest, taxes, depreciation and amortization. See Appendix for components of EBITDA and the

reconciliation to net earnings.

Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA are not measures of financial perform ance under GAAP, but are used by some investors to determine a company's

ability to service or incur indebtedness. EBITDA and Adjusted EBITDA are not calculated in the same manner by all companies and accordingly

are not necessarily comparable to similarly entitled measures of other companies and may not be an appropriate measure for performance relative

to other companies. EBITDA and Adjusted EBITDA should not be construed as indicators of a company's operating performance or liquidity, and

should not be considered in isolation from or as a substitute for net earnings (loss) or cash flows from operations which are prepared in accordance

with GAAP. We have presented EBITDA and Adjusted EBITDA solely as supplemental disclosure because we believe they allow for a more

complete analysis of results of operations. EBITDA and Adjusted EBITDA are not intended to represent and should not be considered more

meaningful than, or as an alternative to, measures of operating performance as determined in accordance with GAAP.

2003 2004

2005 Estimated Range

Low -- High (in millions)

22

Conclusion

Short Term -- Projecting $2.3 Billion in Sales and $1.92-$2.07 EPS (GAAP) or

$3.00-$3.10 Adjusted EPS*(non-GAAP) in 2005

n Bennett expected to be accretive by $0.15-$0.20 in 2005

n Famous Footwear expected to produce a solid year

n Improved operating results expected in Naturalizer, Carlos by Carlos

Santana, Children’s and Dr. Scholl’s

Long-Term -- Targeting Sustainable Growth

n Bennett and Naturalizer initiatives expected to increase our earnings

potential on a go-forward basis

n Famous Footwear has potential for significant expansion

n Strong, differentiated wholesale brands create margin and market share

opportunities

n Bennett strengthens our presence in better/bridge zones

n ExCEL expected to give us product sourcing/speed advantage

n Growth focused on internal expansion and strategic acquisitions

n Targeting high single-digit revenue growth and 10-15% compound

earnings growth rate

* See Reconciliation of Net Earnings to Adjusted Net Earnings in the Appendix.

23

Financial Highlights & Appendix

24

-$0.50

$0.00

$0.50

$1.00

$1.50

$2.00

$2.50

2001 2002 2003 2004 2005

Sales and EPS -- 2001 to 2005

Special charges and recoveries included in net earnings and EPS for 2003, 2004 and estimated 2005 are listed in the Reconciliation of

Net Earnings to Adjusted Net Earnings in this Appendix.

Sales in Billions Earnings Per Share

Implement

Project IMPACT

$2.3 Billion

$1.92 -- $2.07*

Estimated Estimated

$0.0

$0.5

$1.0

$1.5

$2.0

2001 2002 2003 2004 2005

* Includes $0.55

per share of

incremental tax

charges from

repatriating

foreign earnings,

$0.45-$0.50 per

share of

incremental

expense in

connection with

the Naturalizer

restructuring,

and $0.03 per

share for a

bridge loan fee.

25

Distinct Wholesale Portfolio

Based on 2004 Pro Forma Sales*

* The 2004 Pro Forma Sales detail includes the Bennett brands as if they had been acquired by Brown Shoe on February 1, 2004. These

results are not necessarily indicative of the results that would have been achieved had the acquisition occurred on February 1, 2004.

26

Famous Footwear -- Sales by category

Based on 12 months ended January 2005

16%

4%

5%

9%

17%

21%

28%

16%

4%

5%

9%

17%

21%

28%

Women's

Men's

Kid'ss

Athletic

Athletic

Accessories

Athletic

27

Net Earnings

EPS

Net Earnings

EPS

Net Earnings

EPS

Net Earnings

EPS

GAAP Results 46.2 $ 2.48 $ 43.3 $ 2.30 $ 36.4 $ 1.92 $ 39.3 $ 2.07 $

Special Charges and Recoveries:

Naturalizer Restructuring - - - - 9.5 0.50 8.6 0.45

Tax Repatriation - - - - 10.4 0.55 10.4 0.55

Bridge Loan Fee - - - - 0.6 0.6 0.03 0.03

Bass Transition Costs - - 3.5 0.18 - - - -

Bond Guarantee Charge - - 2.2 0.12 - - - -

Tax Reserve Recovery - - (1.0) (0.05) - - - -

Environmental Litigation 2.0 0.11 0.4 0.02 - - - -

Canada Factory Closure 2.7 0.14 - - - - - -

Adjusted Earnings 50.9 $ 2.73 $ 48.4 $ 2.57 $ 56.9 $ 3.00 $ 58.9 $ 3.10 $

2003 2004

Appendix: Reconciliation of Net Earnings to Adjusted Net Earnings

Non-GAAP Financial Measures

In this presentation, the Company’s financial results are provided both in accordance with generally accepted accounting principles (GAAP), and using

certain non-GAAP financial measures. In particular, the Company provides historic and estimated future net earnings per diluted share excluding

certain charges and recoveries, which are non-GAAP financial measures. These results are included as a complement to results provided in

accordance with GAAP because management believes these non-GAAP financial measures help indicate underlying trends in the Company's

business and provide useful information to both management and investors by excluding certain items that are not indicative of the Company's core

operating results. 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.

2005 Estimated Range

Low High

28

EBITDA* 103.6 $ 95.7 $ 120.9 $ 125.0 $

Special Charges

Naturalizer Restructuring - - 16.0 14.0

Bass Transition Costs - 5.6 - -

Bond Guarantee Charge - 3.5 - -

Environmental Litigation 3.1 0.6 - -

Canada Factory Closure 4.5 - - -

Adjusted EBITDA 111.2 $ 105.4 $ 136.9 $ 139.0 $

Appendix: Reconciliation of Net Earnings to EBITDA* and Adjusted EBITDA

2003 2004

Net Earnings 46.2 $ 43.3 $ 36.4 $ 39.3 $

Interest Expense, net

Income Tax Provision

Depreciation and Amortization

9.3 7.5 18.0 18.0

17.4 13.0 27.8 29.0

30.7 31.9 38.7 38.7

2005 Estimated Range

Low -- High

* EBITDA represents earnings before interest, taxes, depreciation and amortization.

Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA are not measures of financial perform ance under GAAP, but are used by some investors to determine a company's

ability to service or incur indebtedness. EBITDA and Adjusted EBITDA are not calculated in the same manner by all companies and accordingly are not

necessarily comparable to similarly entitled measures of other companies and may not be an appropriate measure for performance relative to other

companies. EBITDA and Adjusted EBITDA should not be construed as indicators of a company's operating performance or liquidity, and should not be

considered in isolation from or as a substitute for net earnings (loss) or cash flows from operations which are prepared in accordance with GAAP. We

have presented EBITDA and Adjusted EBITDA solely as supplemental disclosure because we believe they allow for a more complete analysis of

results of operations. EBITDA and Adjusted EBITDA are not intended to represent and should not be considered more meaningful than, or as an

alternative to, measures of operating performance as determined in accordance with GAAP.

29

Appendix: Debt to Capital Ratio

(Millions of dollars, except for Debt to Capital Ratio)

* Total Debt Obligations include long term debt, current maturities of long-term debt, notes payable and capital

lease obligations. 2005 total debt obligations include additional debt related to the Bennett Footwear acquisition.

** Total Debt Obligations divided by Total Capital

Debt to Capital Ratio 2005-Est 2004 2003 2002 2001

Total Debt Obligations* 235 $ 142 $ 120 $ 152 $ 216 $

Total Shareholders' Equity 430 391 350 292 253

Total Capital 665 $ 533 $ 470 $ 444 $ 469 $

Debt to Capital Ratio** 35% 27% 25% 34% 46%

30

Appendix: Reconciliation of Operating Earnings to Adjusted Operating Earnings

(in millions) Low High 2004 2003 2002 2001

Operating Earnings 82.2 $ 86.3 $ 63.8 $ 72.9 $ 71.7 $ 11.1 $

Special Charges and Recoveries

Naturalizer Restructuring 16.0 14.0 - - (0.8) 16.8

Famous Footwear Inventory Write-Down - - - - - 16.0

Shared Services Platform Implementation - - - - (1.1) 3.5

Famous Footwear New Management Transition - - - - - 3.9

Impairment of Shoes.com Goodwill - - - - - 1.2

Bass Transition Costs - - 5.6 - - -

Bond Guarantee Charge - - 3.5 - - -

Environmental Litigation - - - 3.1 - -

Canada Factory Closure - - - 4.5 - -

Adjusted Operating Earnings 98.2 $ 100.3 $ 72.9 $ 80.5 $ 69.8 $ 52.5 $

2005 Estimated Range

Non-GAAP Financial Measures

In this presentation, the Company’s financial results are provided both in accordance with generally accepted accounting principles (GAAP), and using

certain non-GAAP financial measures. In particular, the Company provides historic and estimated future operating earnings excluding certain charges and

recoveries, which are non-GAAP financial measures. These results are included as a complement to results provided in accordance with GAAP because

management believes these non-GAAP financial measures help indicate underlying trends in the Company’s business and provide useful information to

both management and investors by excluding certain items that are not indicative of the Company’s core operating results. Thesemeasures 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.