19.	FINANCIAL INFORMATION FOR THE COMPANY AND ITS SUBSIDIARIES

Brown Shoe Company, Inc. issued senior notes, which are fully and unconditionally and jointly and severally guaranteed by all of its existing and future subsidiaries that are guarantors under its existing agreement. The following table presents the consolidating financial information for each of Brown Shoe Company, Inc. ("Parent"), the Guarantors and subsidiaries of the Parent that are not Guarantors (the "Non-Guarantors"), together with consolidating eliminations, as of and for the periods indicated.

The consolidating financial statements have been prepared using the equity method of accounting in accordance with the requirements for presentation of such information. Management believes that the information, presented in lieu of complete financial statements for each of the Guarantors, provides meaningful information to allow investors to determine the nature of the assets held by, and operations and cash flows of, each of the consolidated groups.

CONDENSED CONSOLIDATING BALANCE SHEET AS OF JANUARY 28, 2012
($ thousands)	Parent				Guarantors			Non-Guarantors		Eliminations			Total
Assets
Current assets:
Cash and cash equivalents		$	(4,386	)	$	34,332		$	17,736	$	–		$	47,682
Receivables			78,129			24,082			51,811		–			154,022
Inventories			129,776			418,264			13,757		–			561,797
Prepaid expenses and other current assets			35,625			14,685			1,327		–			51,637
Total current assets			239,144			491,363			84,631		–			815,138
Other assets			115,515			23,844			918		–			140,277
Intangible assets, net			47,765			16,160			76,665		–			140,590
Property and equipment, net			23,621			97,887			9,963		–			131,471
Investment in subsidiaries			813,602			68,057			–		(881,659	)		–
Total assets		$	1,239,647		$	697,311		$	172,177	$	(881,659	)	$	1,227,476

Liabilities and Equity
Current liabilities:
Borrowings under revolving credit agreement		$	201,000		$	–		$	–	$	–		$	201,000
Trade accounts payable			49,238			92,431			48,942		–			190,611
Other accrued expenses			60,079			65,676			7,214		–			132,969
Total current liabilities			310,317			158,107			56,156		–			524,580
Other liabilities:
Long-term debt			198,633			–			–		–			198,633
Other liabilities			29,702			46,717			14,128		–			90,547
Intercompany payable (receivable)			288,326			(321,115	)		32,789		–			–
Total other liabilities			516,661			(274,398	)		46,917		–			289,180
Equity:
Brown Shoe Company, Inc. shareholders' equity			412,669			813,602			68,057		(881,659	)		412,669
Noncontrolling interests			–			–			1,047		–			1,047
Total equity			412,669			813,602			69,104		(881,659	)		413,716
Total liabilities and equity		$	1,239,647		$	697,311		$	172,177	$	(881,659	)	$	1,227,476

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS FOR THE FISCAL YEAR ENDED JANUARY 28, 2012
($ thousands)	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	691,008		$	1,857,192		$	219,939		$	(185,315	)	$	2,582,824
Cost of goods sold		529,087			1,061,312			181,100			(185,315	)		1,586,184
Gross profit		161,921			795,880			38,839			–			996,640
Selling and administrative expenses		168,414			715,987			53,018			–			937,419
Restructuring and other special charges, net		20,308			3,363			–			–			23,671
Equity in (earnings) loss of subsidiaries		(49,662	)		14,613			–			35,049			–
Operating earnings (loss)		22,861			61,917			(14,179	)		(35,049	)		35,550
Interest expense		(26,113	)		(633	)		605			–			(26,141	)
Loss on early extinguishment of debt		(1,003	)		–			–			–			(1,003	)
Interest income		1			247			396			–			644
Intercompany interest income (expense)		15,714			(15,098	)		(616	)		–			–
Earnings (loss) before income taxes from continuing operations		11,460			46,433			(13,794	)		(35,049	)		9,050
Income tax benefit (provision)		13,129			(12,437	)		(1,018	)		–			(326	)
Net earnings (loss) from continuing operations		24,589			33,996			(14,812	)		(35,049	)		8,724
Discontinued operations:
Earnings from operations of subsidiary, net of tax		–			1,701			–			–			1,701
Gain on sale of subsidiary, net of tax		–			13,965			–			–			13,965
Net earnings from discontinued operations		–			15,666			–			–			15,666
Net earnings (loss)		24,589			49,662			(14,812	)		(35,049	)		24,390
Net loss attributable to noncontrolling interests		–			–			(199	)		–			(199	)
Net earnings (loss) attributable to Brown Shoe Company, Inc.	$	24,589		$	49,662		$	(14,613	)	$	(35,049	)	$	24,589

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE FISCAL YEAR ENDED JANUARY 28, 2012
($ thousands)	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net cash (used for) provided by operating activities	$	(205,188	)	$	234,780		$	18,439		$	55		$	48,086
Investing activities
Purchases of property and equipment		(2,739	)		(21,917	)		(3,201	)		–			(27,857	)
Capitalized software		(10,419	)		(288	)		–			–			(10,707	)
Acquisition cost		–			–			(156,636	)		–			(156,636	)
Cash recognized on initial consolidation		–			3,121			–			–			3,121
Net proceeds from sale of subsidiary		–			61,922			(6,572	)		–			55,350
Net cash (used for) provided by investing activities		(13,158	)		42,838			(166,409	)		–			(136,729	)
Financing activities
Borrowings under revolving credit agreement		1,595,500			–			–			–			1,595,500
Repayments under revolving credit agreement		(1,592,500	)		–			–			–			(1,592,500	)
Intercompany financing		205,690			(271,509	)		65,874			(55	)		–
Proceeds from issuance of 2019 Senior Notes		198,633			–			–						198,633
Redemption of 2012 Senior Notes		(150,000	)		–			–			–			(150,000	)
Dividends paid		(12,076	)		–			–			–			(12,076	)
Debt issuance costs		(6,428	)		–			–			–			(6,428	)
Acquisition of treasury stock		(25,484	)		–			–			–			(25,484	)
Proceeds from stock options exercised		918			–			–			–			918
Tax (deficiency) benefit related to share-based plans		(292	)		1,292			–			–			1,000
Contributions by noncontrolling interests		–			–			378			–			378
Net cash provided by (used for) financing activities		213,961			(270,217	)		66,252			(55	)		9,941
Effect of exchange rate changes on cash and cash equivalents		–			(164	)		–			–			(164	)
(Decrease) increase in cash and cash equivalents		(4,385	)		7,237			(81,718	)		–			(78,866	)
Cash and cash equivalents at beginning of period		–			27,095			99,453			–			126,548
Cash and cash equivalents at end of period	$	(4,385	)	$	34,332		$	17,735		$	–		$	47,682

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF JANUARY 29, 2011

($ thousands)	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Assets
Current assets:
Cash and cash equivalents		$	–	$	27,095		$	99,453		$	–		$	126,548
Receivables			64,742		5,201			43,994			–			113,937
Inventories			119,855		400,578			3,817			–			524,250
Prepaid expenses and other current assets			26,979		15,868			699			–			43,546
Total current assets			211,576		448,742			147,963			–			808,281
Other assets			113,193		19,667			678			–			133,538
Intangible assets, net			53,279		17,280			33			–			70,592
Property and equipment, net			25,850		106,475			3,307			–			135,632
Investment in subsidiaries			598,106		139,601			–			(737,707	)		–
Total assets		$	1,002,004	$	731,765		$	151,981		$	(737,707	)	$	1,148,043

Liabilities and Equity
Current liabilities:
Borrowings under revolving credit agreement		$	198,000	$	–		$	–		$	–		$	198,000
Trade accounts payable			52,616		75,764			38,810			–			167,190
Other accrued expenses			82,201		58,702			5,812			–			146,715
Total current liabilities			332,817		134,466			44,622			–			511,905
Other liabilities:
Long-term debt			150,000		–			–			–			150,000
Other liabilities			23,228		46,661			340			–			70,229
Intercompany payable (receivable)			80,879		(47,468	)		(33,411	)		–			–
Total other liabilities			254,107		(807	)		(33,071	)		–			220,229
Equity:
Brown Shoe Company, Inc. shareholders' equity			415,080		598,106			139,601			(737,707	)		415,080
Noncontrolling interests			–		–			829			–			829
Total equity			415,080		598,106			140,430			(737,707	)		415,909
Total liabilities and equity		$	1,002,004	$	731,765		$	151,981		$	(737,707	)	$	1,148,043

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS

FOR THE FISCAL YEAR ENDED JANUARY 29, 2011

($ thousands)	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	714,388		$	1,768,767		$	216,604		$	(195,668	)	$	2,504,091
Cost of goods sold		545,219			967,712			183,274			(195,668	)		1,500,537
Gross profit		169,169			801,055			33,330			–			1,003,554
Selling and administrative expenses		190,586			717,775			14,615			–			922,976
Restructuring and other special charges, net		7,209			–			705			–			7,914
Equity in (earnings) loss of subsidiaries		(58,275	)		(11,860	)		–			70,135			–
Operating earnings (loss)		29,649			95,140			18,010			(70,135	)		72,664
Interest expense		(19,643	)		(4	)		–			–			(19,647	)
Interest income		1			76			126			–			203
Intercompany interest income (expense)		14,961			(11,212	)		(3,749	)		–			–
Earnings (loss) before income taxes		24,968			84,000			14,387			(70,135	)		53,220
Income tax benefit (provision)		12,265			(25,415	)		(3,010	)		–			(16,160	)
Net earnings (loss)		37,233			58,585			11,377			(70,135	)		37,060
Net earnings (loss) attributable to noncontrolling interests		–			310			(483	)		–			(173	)
Net earnings (loss) attributable to Brown Shoe Company, Inc.	$	37,233		$	58,275		$	11,860		$	(70,135	)	$	37,233

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE FISCAL YEAR ENDED JANUARY 29, 2011

($ thousands)	Parent			Guarantors			Non-Guarantors			Eliminations		Total
Net cash provided by (used for) operating activities	$	64,824		$	(129,040	)	$	61,904		$	–	$	(2,312	)
Investing activities
Purchases of property and equipment		(4,863	)		(25,126	)		(792	)		–		(30,781	)
Capitalized software		(23,793	)		(253	)		–			–		(24,046	)
Net cash used for investing activities		(28,656	)		(25,379	)		(792	)		–		(54,827	)
Financing activities
Borrowings under revolving credit agreement		1,051,500			–			–			–		1,051,500
Repayments under revolving credit agreement		(948,000	)		–			–			–		(948,000	)
Intercompany financing		(132,926	)		206,664			(73,738	)		–		–
Acquisition of noncontrolling interests (Edelman Shoe, Inc.)		7,309			(40,001	)		–			–		(32,692	)
Dividends paid		(12,254	)		5,010			(5,010	)		–		(12,254	)
Debt issuance costs		(2,636	)		–			–			–		(2,636	)
Proceeds from stock options exercised		926			–			–			–		926
Contributions by noncontrolling interests		–			–			527			–		527
Tax deficiency related to share-based plans		(87	)		–			–			–		(87	)
Net cash (used for) provided by financing activities		(36,168	)		171,673			(78,221	)		–		57,284
Effect of exchange rate changes on cash and cash equivalents		–			570			–			–		570
Increase (decrease) in cash and cash equivalents		–			17,824			(17,109	)		–		715
Cash and cash equivalents at beginning of period		–			9,271			116,562			–		125,833
Cash and cash equivalents at end of period	$	–		$	27,095		$	99,453		$	–	$	126,548

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS

FOR THE FISCAL YEAR ENDED JANUARY 30, 2010

($ thousands)	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	578,281		$	1,624,989		$	237,988		$	(199,290	)	$	2,241,968
Cost of goods sold		439,386			909,656			189,077			(199,290	)		1,338,829
Gross profit		138,895			715,333			48,911			–			903,139
Selling and administrative expenses		151,611			683,838			24,244			–			859,693
Restructuring and other special charges, net		11,625			–			298			–			11,923
Equity in (earnings) loss of subsidiaries		(27,932	)		(20,002	)		–			47,934			–
Operating earnings (loss)		3,591			51,497			24,369			(47,934	)		31,523
Interest expense		(19,942	)		(1	)		(252	)		–			(20,195	)
Interest income		1			38			335			–			374
Intercompany interest income (expense)		15,498			(16,487	)		989			–			–
(Loss) earnings before income taxes		(852	)		35,047			25,441			(47,934	)		11,702
Income tax benefit (provision)		10,349			(7,113	)		(4,495	)		–			(1,259	)
Net earnings (loss)		9,497			27,934			20,946			(47,934	)		10,443
Net earnings attributable to noncontrolling interests		–			–			943			–			943
Net earnings (loss) attributable to Brown Shoe Company, Inc.	$	9,497		$	27,934		$	20,003		$	(47,934	)	$	9,500

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE FISCAL YEAR ENDED JANUARY 30, 2010

($ thousands)	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net cash provided by operating activities	$	45,390		$	35,475		$	37,088		$	125		$	118,078
Investing activities
Purchases of property and equipment		(2,114	)		(21,422	)		(1,344	)		–			(24,880	)
Capitalized software		(23,923	)		(1,127	)		(48	)		–			(25,098	)
Net cash used for investing activities		(26,037	)		(22,549	)		(1,392	)		–			(49,978	)
Financing activities
Borrowings under revolving credit agreement		848,900			–			–			–			848,900
Repayments under revolving credit agreement		(866,900	)		–			–			–			(866,900	)
Proceeds from stock options exercised		107			–			–			–			107
Tax deficiency related to share-based plans		(58	)		–			–			–			(58	)
Dividends paid		(12,009	)		–			–			–			(12,009	)
Intercompany financing		10,607			(33,744	)		23,262			(125	)		–
Net cash (used for) provided by financing activities		(19,353	)		(33,744	)		23,262			(125	)		(29,960	)
Effect of exchange rate changes on cash and cash equivalents		–			793			–			–			793
(Decrease) increase in cash and cash equivalents		–			(20,025	)		58,958			–			38,933
Cash and cash equivalents at beginning of year		–			22,834			64,066			–			86,900
Cash and cash equivalents at end of year	$	–		$	2,809		$	123,024		$	–		$	125,833