Note 16

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 Credit Agreement. See Note 10 to the condensed consolidated financial statements for additional information related to our long-term and short-term financing arrangements. The following table presents the condensed 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 condensed 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 APRIL 28, 2012

($ thousands)	Parent		Guarantors			Non-Guarantors		Eliminations			Total
Assets
Current assets
Cash and cash equivalents	$	–	$	27,450		$	12,342	$	–		$	39,792
Receivables		92,244		22,262			24,982		–			139,488
Inventories		76,672		422,771			13,376		–			512,819
Prepaid expenses and other current assets		39,124		5,594			1,333		–			46,051
Total current assets		208,040		478,077			52,033		–			738,150
Other assets		117,615		19,698			865		–			138,178
Goodwill and intangible assets, net		46,448		15,880			76,369		–			138,697
Property and equipment, net		23,463		92,806			9,528		–			125,797
Investment in subsidiaries		817,259		63,885			–		(881,144	)		–
Total assets	$	1,212,825	$	670,346		$	138,795	$	(881,144	)	$	1,140,822

Liabilities and Equity
Current liabilities
Borrowings under revolving credit agreement	$	124,000	$	–		$	–	$	–		$	124,000
Trade accounts payable		25,577		122,760			34,043		–			182,380
Other accrued expenses		54,569		70,745			10,170		–			135,484
Total current liabilities		204,146		193,505			44,213		–			441,864
Other liabilities
Long-term debt		198,680		–			–		–			198,680
Other liabilities		29,352		44,006			13,926		–			87,284
Intercompany payable (receivable)		368,635		(384,424	)		15,789		–			–
Total other liabilities		596,667		(340,418	)		29,715		–			285,964
Equity
Brown Shoe Company, Inc. shareholders' equity		412,012		817,259			63,885		(881,144	)		412,012
Noncontrolling interests		–		–			982		–			982
Total equity		412,012		817,259			64,867		(881,144	)		412,994
Total liabilities and equity	$	1,212,825	$	670,346		$	138,795	$	(881,144	)	$	1,140,822

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

FOR THE THIRTEEN WEEKS ENDED APRIL 28, 2012

($ thousands)	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	190,755		$	437,760		$	43,822		$	(45,896	)	$	626,441
Cost of goods sold		145,898			249,594			37,781			(45,896	)		387,377
Gross profit		44,857			188,166			6,041			–			239,064
Selling and administrative expenses		40,967			168,269			9,678			–			218,914
Restructuring and other special charges, net		3,662			7,793			–			–			11,455
Equity in (earnings) loss of subsidiaries		(1,269	)		3,759			–			(2,490	)		–
Operating earnings (loss)		1,497			8,345			(3,637	)		2,490			8,695
Interest expense		(6,156	)		(1	)		–			–			(6,157	)
Interest income		–			61			22			–			83
Intercompany interest income (expense)		3,409			(3,515	)		106			–			–
(Loss) earnings before income taxes		(1,250	)		4,890			(3,509	)		2,490			2,621
Income tax benefit (provision)		2,945			(3,621	)		(317	)		–			(993	)
Net earnings (loss)		1,695			1,269			(3,826	)		2,490			1,628
Net loss attributable to noncontrolling interests		–			–			(67	)		–			(67	)
Net earnings (loss) attributable to Brown Shoe Company, Inc.	$	1,695		$	1,269		$	(3,759	)	$	2,490		$	1,695

Comprehensive income (loss)	$	1,663		$	1,898		$	(3,827	)	$	2,490		$	2,224
Comprehensive loss attributable to noncontrolling interests		–			–			(65	)		–			(65	)
Comprehensive income (loss) attributable to Brown Shoe Company, Inc.	$	1,663		$	1,898		$	(3,762	)	$	2,490		$	2,289

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THIRTEEN WEEKS ENDED APRIL 28, 2012

($ thousands)	Parent			Guarantors			Non-Guarantors			Eliminations		Total
Net cash provided by operating activities	$	11,044		$	56,717		$	12,137		$	–	$	79,898

Investing activities
Purchases of property and equipment		(433	)		(5,038	)		(151	)		–		(5,622	)
Capitalized software		(1,386	)		–			–			–		(1,386	)
Net cash used for investing activities		(1,819	)		(5,038	)		(151	)		–		(7,008	)

Financing activities
Borrowings under revolving credit agreement		165,000			–			–			–		165,000
Repayments under revolving credit agreement		(242,000	)		–			–			–		(242,000	)
Dividends paid		(2,999	)		–			–			–		(2,999	)
Issuance of common stock under share-based plans		(2,148	)		–			–			–		(2,148	)
Tax benefit related to share-based plans		753			–			–			–		753
Intercompany financing		76,555			(59,175	)		(17,380	)		–		–
Net cash used for financing activities		(4,839	)		(59,175	)		(17,380	)		–		(81,394	)
Effect of exchange rate changes on cash and cash equivalents		–			614			–			–		614
Increase (decrease) in cash and cash equivalents		4,386			(6,882	)		(5,394	)		–		(7,890	)
Cash and cash equivalents at beginning of period		(4,386	)		34,332			17,736			–		47,682
Cash and cash equivalents at end of period	$	–		$	27,450		$	12,342		$	–	$	39,792

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
Goodwill and 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 BALANCE SHEET

AS OF APRIL 30, 2011

($ thousands)	Parent		Guarantors			Non-Guarantors		Eliminations			Total
Assets
Current assets
Cash and cash equivalents	$	–	$	26,845		$	27,384	$	–		$	54,229
Receivables		86,434		33,374			24,676		–			144,484
Inventories		81,525		440,402			12,798		–			534,725
Prepaid expenses and other current assets		31,697		23,805			1,966		–			57,468
Total current assets		199,656		524,426			66,824		–			790,906
Other assets		108,765		25,672			666		–			135,103
Goodwill and intangible assets, net		51,901		17,000			104,261		–			173,162
Property and equipment, net		24,921		107,013			9,464		–			141,398
Investment in subsidiaries		609,375		83,801			–		(693,176	)		–
Total assets	$	994,618	$	757,912		$	181,215	$	(693,176	)	$	1,240,569

Liabilities and Equity
Current liabilities
Borrowings under revolving credit agreement	$	288,000	$	–		$	–	$	–		$	288,000
Trade accounts payable		26,016		115,051			30,319		–			171,386
Other accrued expenses		56,969		67,723			8,114		–			132,806
Total current liabilities		370,985		182,774			38,433		–			592,192
Other liabilities
Long-term debt		150,000		–			–		–			150,000
Other liabilities		17,434		42,662			18,469		–			78,565
Intercompany payable (receivable)		37,177		(76,899	)		39,722		–			–
Total other liabilities		204,611		(34,237	)		58,191		–			228,565
Equity
Brown Shoe Company, Inc. shareholders' equity		419,022		609,375			83,801		(693,176	)		419,022
Noncontrolling interests		–		–			790		–			790
Total equity		419,022		609,375			84,591		(693,176	)		419,812
Total liabilities and equity	$	994,618	$	757,912		$	181,215	$	(693,176	)	$	1,240,569

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

FOR THE THIRTEEN WEEKS ENDED APRIL 30, 2011

($ thousands)	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	169,200		$	434,612		$	49,069		$	(33,326	)	$	619,555
Cost of goods sold		125,043			238,624			41,250			(33,326	)		371,591
Gross profit		44,157			195,988			7,819			–			247,964
Selling and administrative expenses		43,682			180,172			10,286			–			234,140
Restructuring and other special charges, net		1,744			–			–			–			1,744
Equity in (earnings) loss of subsidiaries		(5,805	)		1,788			–			4,017			–
Operating earnings (loss)		4,536			14,028			(2,467	)		(4,017	)		12,080
Interest expense		(6,688	)		(2	)		(8	)		–			(6,698	)
Interest income		–			55			30			–			85
Intercompany interest income (expense)		4,220			(4,384	)		164			–			–
Earnings (loss) before income taxes from continuing operations		2,068			9,697			(2,281	)		(4,017	)		5,467
Income tax benefit (provision)		1,620			(4,185	)		446			–			(2,119	)
Net earnings (loss) from continuing operations		3,688			5,512			(1,835	)		(4,017	)		3,348
Discontinued operations:
Earnings from operations of subsidiary, net of tax		–			293			–			–			293
Net earnings from discontinued operations		–			293			–			–			293
Net earnings (loss)		3,688			5,805			(1,835	)		(4,017	)		3,641
Net loss attributable to noncontrolling interests		–			–			(47	)		–			(47	)
Net earnings (loss) attributable to Brown Shoe Company, Inc.	$	3,688		$	5,805		$	(1,788	)	$	(4,017	)	$	3,688

Comprehensive income (loss)	$	3,993		$	9,851		$	(4,122	)	$	(4,017	)	$	5,705
Comprehensive loss attributable to noncontrolling interests		–			–			(39	)		–			(39	)
Comprehensive income (loss) attributable to Brown Shoe Company, Inc.	$	3,993		$	9,851		$	(4,083	)	$	(4,017	)	$	5,744

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THIRTEEN WEEKS ENDED APRIL 30, 2011

($ thousands)	Parent			Guarantors			Non-Guarantors			Eliminations		Total
Net cash (used for) provided by operating activities	$	(34,552	)	$	26,118		$	12,091		$	–	$	3,657

Investing activities
Purchases of property and equipment		(551	)		(6,184	)		(332	)		–		(7,067	)
Capitalized software		(2,554	)		(86	)		–			–		(2,640	)
Acquisition cost		–			–			(156,636	)		–		(156,636	)
Cash recognized on initial consolidation		–			3,121			–			–		3,121
Net cash used for investing activities		(3,105	)		(3,149	)		(156,968	)		–		(163,222	)

Financing activities
Borrowings under revolving credit agreement		759,500			–			–			–		759,500
Repayments under revolving credit agreement		(669,500	)		–			–			–		(669,500	)
Dividends paid		(3,104	)		–			–			–		(3,104	)
Debt issuance costs		(1,234	)		–			–			–		(1,234	)
Issuance of common stock under share-based plans		484			–			–			–		484
Tax deficiency related to share-based plans		(431	)		–			–			–		(431	)
Intercompany financing		(48,058	)		(24,750	)		72,808			–		–
Net cash provided by (used for) financing activities		37,657			(24,750	)		72,808			–		85,715
Effect of exchange rate changes on cash and cash equivalents		–			1,531			–			–		1,531
Decrease in cash and cash equivalents		–			(250	)		(72,069	)		–		(72,319	)
Cash and cash equivalents at beginning of period		–			27,095			99,453			–		126,548
Cash and cash equivalents at end of period	$	–		$	26,845		$	27,384		$	–	$	54,229