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) November 21, 2023

CALERES, INC.

(Exact name of registrant as specified in its charter)

New York	1-2191	43-0197190
(State or other jurisdiction of
incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

8300 Maryland Avenue St. Louis, Missouri	63105
(Address of principal executive offices)	(Zip Code)

(314) 854-4000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock - par value of $0.01 per share	CAL	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02   Results of Operations and Financial Condition

On November 21, 2023, Caleres, Inc. (the "Company") issued a press release (the "Press Release") announcing, among other things, its results of operations for the quarter ended October 28, 2023. A copy of the Press Release is being furnished as Exhibit 99.1 hereto, and the statements contained therein are incorporated by reference herein.

In accordance with General Instruction B.2. of Form 8-K, the information contained in Item 2.02 and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, 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

(d)	Exhibits
Exhibit Number		Description
99.1		Press Release Issued November 21, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

	CALERES, INC.
	(Registrant)
Date:  November 21, 2023	/s/ Thomas C. Burke
	Thomas C. Burke
	Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

News

Investor Contact:

Logan Bonacorsi

lbonacorsi@caleres.com

Caleres Reports Third Quarter 2023 Results

● Delivers 22 percent year-over-year increase in earnings per share and 19 percent year-over-year increase in adjusted earnings per share, exceeding the top end of guidance

● Generates record third quarter operating margin in the Brand Portfolio

● Reduces revolver borrowings by $22 million compared to second quarter 2023 and reduced inventory 14 percent

● Updates full year 2023 sales outlook and tightens full year 2023 earnings per share range

ST. LOUIS, November 21, 2023 - Caleres (NYSE: CAL), a market-leading portfolio of consumer-driven footwear brands, today reported financial results for the third quarter of 2023, updated its full year 2023 sales outlook and tightened its earnings per share range.

“Caleres continued its strong operational and financial execution during the third quarter, delivering a 19-percent increase in adjusted earnings per share and exceeding the top end of the guidance range despite ongoing softness in the macroeconomic environment,” said Jay Schmidt, president and chief executive officer. “The Brand Portfolio once again led the way, achieving a sequential improvement in sales and generating record third quarter operating profit and operating margin. Most notably, the segment contributed more than half of total company operating profit through the first nine months of the fiscal year. At the same time, Famous Footwear continued to effectively navigate the challenging consumer demand landscape, delivering double-digit operating margin, demonstrating strength in its cornerstone Kids business, and achieving market share growth in shoe chains. Despite near-term macro challenges, we remain confident that Famous is well-situated to grow its leadership position with the Millennial family.

“In addition, we continued to strengthen our balance sheet and financial flexibility by executing on our expense reduction initiatives, reducing our revolver borrowings by more than $20 million, and investing in value-driving growth opportunities, including the omni-channel experience, marketing technologies and analytics, and international.”

Third Quarter 2023 Results

(13-weeks ended October 28, 2023, compared to 13-weeks ended October 29, 2022)

● Net sales were $761.9 million, down 4.6 percent from the third quarter of 2022;

‒ Famous Footwear segment net sales declined 6.7 percent, with comparable sales down 6.9 percent

‒ Brand Portfolio segment net sales decreased 0.8 percent

‒ Direct-to-consumer sales represented approximately 73 percent of total net sales

● Gross profit was $340.4 million, while gross margin was 44.7 percent;

‒ Famous Footwear segment gross margin of 44.2 percent

‒ Brand Portfolio segment gross margin of 43.7 percent

● SG&A as a percentage of net sales was 35.9 percent;

● Net earnings of $46.9 million, or earnings per diluted share of $1.32, compared to net earnings of $39.2 million, or earnings per diluted share of $1.08 in the third quarter of 2022;

● Adjusted net earnings of $48.6 million, or adjusted earnings per diluted share of $1.37, which excludes $0.05 related to charges associated with expense reduction initiatives during the third quarter;

1

● Earnings before interest, taxes, depreciation, and amortization (EBITDA) of $78.8 million, or 10.3 percent of net sales;

● Inventory was down 14.4 percent compared to third quarter of 2022, due to strategic inventory management – primarily in the Brand Portfolio segment – and improved supply chain flow; and

● Borrowings under the asset-based revolving credit facility were $222.0 million at the end of the period.

Capital Allocation Update

Caleres continued to reduce the borrowings under its asset-based revolving credit facility, paying down $22.0 million during the third quarter. At the end of the fiscal third quarter, bank-defined leverage was approximately 0.9x on a debt/EBITDA trailing twelve-month basis and the company had in excess of $300 million in total liquidity. Caleres also invested $20.5 million in capital expenditures and returned $2.5 million to shareholders through its quarterly dividend. Given today’s higher interest rates and the current economic environment, the company believes it’s prudent to continue to reduce debt and maximize liquidity.

Full Year 2023 Outlook

“Looking ahead, we are confident that our leading brand assets, unique One Caleres capabilities and strong balance sheet have set the stage for a third consecutive year of adjusted earnings in excess of our $4.00-per-share baseline,” said Schmidt. “Longer term, we remain sharply focused on the strategies we outlined at our recent Investor Day, and the Caleres team is dedicated and poised to execute on this clear and actionable plan for long-term value creation and growth.”

As a result of the soft consumer demand environment in its Famous Footwear segment, Caleres now expects consolidated net sales to be down 4.5 percent to 5.5 percent, including the impact of the 53^rd week, for full year 2023.

In addition, the company is tightening its diluted earnings per share guidance range to $3.96 to $4.06, inclusive of $7 million of restructuring charges associated with expense reduction actions, and adjusted diluted earnings per share range to $4.10 to $4.20.

Caleres now expects:

● Consolidated operating margin of 7.3 percent to 7.5 percent;

● Interest expense of about $18 million;

● Effective tax rate of about 25 percent;

● Weighted average shares outstanding of 34.3 million; and

● Capital expenditures of about $50 million.

Investor Conference Call

Caleres will host a conference call at 10:00 a.m. ET today, Tuesday, November 21. The webcast and associated slides will be available at investor.caleres.com/news/events. A live conference call will be available at (877) 704-4453 for North America participants or (201) 389-0920 for international participants, no passcode necessary. A replay will be also available at investor.caleres.com/news/events/archive for a limited period. Investors may also access the replay by dialing (844) 512-2921 in North America or (412) 317-6671 internationally and using the conference pin 13742349.

Definitions

All references in this press release, outside of the condensed consolidated financial statements that follow, unless otherwise noted, related to net earnings attributable to Caleres, Inc. and diluted earnings per common share attributable to Caleres, Inc. shareholders, are presented as net earnings and earnings per diluted share, respectively.

Non-GAAP Financial Measures

In this press release, 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 earnings before interest, taxes, depreciation and amortization, and estimated and future operating earnings, net earnings and earnings per diluted share, adjusted to exclude certain gains, 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 identify underlying trends in the company’s business and provide useful information

2

to both management and investors by excluding certain items that may not be indicative of the company’s core operating results. These measures should not be considered a substitute for or superior to GAAP results.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This press release contains certain forward-looking statements and expectations regarding the company’s future performance and the performance of its brands. Such statements are subject to various risks and uncertainties that could cause actual results to differ materially. These risks include (i) changing consumer demands, which may be influenced by general economic conditions and other factors; (ii) inflationary pressures (iii) supply chain disruptions (iv) rapidly changing consumer preferences and purchasing patterns and fashion trends; (v) customer concentration and increased consolidation in the retail industry; (vi) intense competition within the footwear industry; (vii) foreign currency fluctuations; (viii) political and economic conditions or other threats to the continued and uninterrupted flow of inventory from China and other countries, where the company relies heavily on third-party manufacturing facilities for a significant amount of its inventory; (ix) cybersecurity threats or other major disruption to the company’s information technology systems; (x) the ability to accurately forecast sales and manage inventory levels; (xi) a disruption in the company’s distribution centers; (xii) the ability to recruit and retain senior management and other key associates; (xiii) the ability to secure/exit leases on favorable terms; (xiv) the ability to maintain relationships with current suppliers; (xv) transitional challenges with acquisitions and divestitures; (xvi) changes to tax laws, policies and treaties; (xvii) our commitments and shareholder expectations related to environmental, social and governance considerations; (xviii) compliance with applicable laws and standards with respect to labor, trade and product safety issues; and (xix) the ability to attract, retain, and maintain good relationships with licensors and protect our intellectual property rights. The company's reports to the Securities and Exchange Commission contain detailed information relating to such factors, including, without limitation, the information under the caption Risk Factors in Item 1A of the company’s Annual Report on Form 10-K for the year ended January 28, 2023, which information is incorporated by reference herein and updated by the company’s Quarterly Reports on Form 10-Q. The company does not undertake any obligation or plan to update these forward-looking statements, even though its situation may change.

# # #

3

SCHEDULE 1

CALERES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

	(Unaudited)
	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
($ thousands, except per share data)	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Net sales	$	761,904	$	798,258	$	2,120,171	$	2,271,704
Cost of goods sold		421,530		458,382		1,162,942		1,268,019
Gross profit		340,374		339,876		957,229		1,003,685
Selling and administrative expenses		273,652		283,119		789,570		812,313
Restructuring and other special charges, net		2,304		2,910		3,951		2,910
Operating earnings		64,418		53,847		163,708		188,462
Interest expense, net		(4,488)		(4,003)		(15,240)		(8,886)
Other income, net		1,552		2,997		4,660		9,636
Earnings before income taxes		61,482		52,841		153,128		189,212
Income tax provision		(14,467)		(13,849)		(36,956)		(48,683)
Net earnings		47,015		38,992		116,172		140,529
Net earnings (loss) attributable to noncontrolling interests		101		(254)		588		(404)
Net earnings attributable to Caleres, Inc.	$	46,914	$	39,246	$	115,584	$	140,933
Basic earnings per common share attributable to Caleres, Inc. shareholders	$	1.32	$	1.09	$	3.23	$	3.83
Diluted earnings per common share attributable to Caleres, Inc. shareholders	$	1.32	$	1.08	$	3.23	$	3.79

4

SCHEDULE 2

CALERES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	(Unaudited)
($ thousands)	October 28, 2023		October 29, 2022
ASSETS
Cash and cash equivalents	$	34,031	$	32,773
Receivables, net		161,544		161,367
Inventories, net		556,034		649,257
Property and equipment, held for sale		16,777		16,777
Prepaid expenses and other current assets		54,487		60,910
Total current assets		822,873		921,084
Lease right-of-use assets		508,736		523,011
Property and equipment, net		167,681		151,798
Goodwill and intangible assets, net		206,275		218,420
Other assets		121,328		134,000
Total assets	$	1,826,893	$	1,948,313
LIABILITIES AND EQUITY
Borrowings under revolving credit agreement	$	222,000	$	364,500
Trade accounts payable		257,224		279,704
Lease obligations		132,461		133,227
Other accrued expenses		216,236		261,483
Total current liabilities		827,921		1,038,914
Noncurrent lease obligations		431,474		453,718
Other liabilities		47,326		50,270
Total other liabilities		478,800		503,988
Total Caleres, Inc. shareholders’ equity		513,382		398,444
Noncontrolling interests		6,790		6,967
Total equity		520,172		405,411
Total liabilities and equity	$	1,826,893	$	1,948,313

5

SCHEDULE 3

CALERES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	(Unaudited)
	Thirty-Nine Weeks Ended
($ thousands)	October 28, 2023		October 29, 2022
OPERATING ACTIVITIES:
Net cash provided by operating activities	$	157,183	$	46,266
INVESTING ACTIVITIES:
Purchases of property and equipment		(33,976)		(40,056)
Capitalized software		(3,404)		(5,350)
Net cash used for investing activities		(37,380)		(45,406)
FINANCING ACTIVITIES:
Borrowings under revolving credit agreement		365,000		708,500
Repayments under revolving credit agreement		(450,500)		(634,000)
Dividends paid		(7,483)		(7,698)
Acquisition of treasury stock		(17,445)		(63,225)
Issuance of common stock under share-based plans, net		(10,035)		(4,804)
Contributions by noncontrolling interests		1,000		3,142
Net cash (used for) provided by financing activities		(119,463)		1,915
Effect of exchange rate changes on cash and cash equivalents		(9)		(117)
Increase in cash and cash equivalents		331		2,658
Cash and cash equivalents at beginning of period		33,700		30,115
Cash and cash equivalents at end of period	$	34,031	$	32,773

6

SCHEDULE 4

CALERES, INC.

RECONCILIATION OF NET EARNINGS (LOSS) AND DILUTED EARNINGS PER SHARE (GAAP BASIS) TO ADJUSTED NET EARNINGS AND ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP BASIS)

	(Unaudited)
	Thirteen Weeks Ended
	October 28, 2023						October 29, 2022
	Pre-Tax		Net Earnings				Pre-Tax		Net Earnings
	Impact of		Attributable			Diluted	Impact of		Attributable		Diluted
	Charges/Other		to Caleres,			Earnings	Charges/Other		to Caleres,		Earnings
($ thousands, except per share data)	Items		Inc.			Per Share	Items		Inc.		Per Share
GAAP earnings			$	46,914	$	1.32			$	39,246	$	1.08
Charges/other items:
Expense reduction initiatives	$	2,304		1,710		0.05	$	—		—		—
Organizational changes		—		—		—		2,910		2,723		0.07
Total charges/other items	$	2,304	$	1,710	$	0.05	$	2,910	$	2,723	$	0.07
Adjusted earnings			$	48,624	$	1.37			$	41,969	$	1.15

	(Unaudited)
	Thirty-Nine Weeks Ended
	October 28, 2023						October 29, 2022
	Pre-Tax		Net Earnings				Pre-Tax		Net Earnings
	Impact of		Attributable		Diluted		Impact of		Attributable		Diluted
	Charges/Other		to Caleres,		Earnings		Charges/Other		to Caleres,		Earnings
($ thousands, except per share data)	Items		Inc.		Per Share		Items		Inc.		Per Share
GAAP earnings			$	115,584	$	3.23			$	140,933	$	3.79
Charges/other items:
Expense reduction initiatives	$	3,951		2,934		0.08	$	—		—	$	—
Organizational changes		—		—		—		2,910		2,723		0.07
Total charges/other items	$	3,951	$	2,934	$	0.08	$	2,910	$	2,723	$	0.07
Adjusted earnings			$	118,518	$	3.31			$	143,656	$	3.86

	(Unaudited)
	Trailing Twelve Months Ended
	October 28, 2023				October 29, 2022
	Pre-Tax		Net Earnings (Loss)		Pre-Tax		Net Earnings
	Impact of		Attributable		Impact of		Attributable
	Charges/Other		to Caleres,		Charges/Other		to Caleres,
($ thousands)	Items		Inc.		Items		Inc.
GAAP earnings			$	156,393			$	174,787
Charges/other items:
Expense reduction initiatives	$	3,951		2,934	$	—		—
Deferred tax valuation allowance adjustments		—		(17,374)		—		746
Organizational changes		—		—		2,910		2,723
Loss on early extinguishment of debt		—		—		362		268
Total charges/other items	$	3,951	$	(14,440)	$	3,272	$	3,737
Adjusted earnings			$	141,953			$	178,524

7

SCHEDULE 5

CALERES, INC.

SUMMARY FINANCIAL RESULTS BY SEGMENT

SUMMARY FINANCIAL RESULTS

	(Unaudited)
	Thirteen Weeks Ended
	Famous Footwear						Brand Portfolio						Eliminations and Other						Consolidated
	October 28,			October 29,			October 28,			October 29,			October 28,			October 29,			October 28,			October 29,
($ thousands)	2023			2022			2023			2022			2023			2022			2023			2022
Net sales	$	449,773		$	481,951		$	320,775		$	323,242		$	(8,644)		$	(6,935)		$	761,904		$	798,258
Gross profit		198,809			215,603			140,155			122,359			1,410			1,914			340,374			339,876
Gross margin		44.2	%		44.7	%		43.7	%		37.9	%		(16.3)	%		(27.6)	%		44.7	%		42.6	%
Operating earnings (loss)		46,600			59,267			38,211			22,304			(20,393)			(27,724)			64,418			53,847
Adjusted operating earnings (loss)		47,767			59,267			39,055			22,304			(20,100)			(24,814)			66,722			56,757
Operating margin		10.4	%		12.3	%		11.9	%		6.9	%		n/m	%		n/m	%		8.5	%		6.7	%
Adjusted operating earnings %		10.6	%		12.3	%		12.2	%		6.9	%		n/m	%		n/m	%		8.8	%		7.1	%
Comparable sales % (on a 13-week basis)		(6.9)	%		(0.8)	%		(2.0)	%		26.0	%		—	%		—	%		—	%		—	%
Number of stores		862			876			96			89			—			—			958			965

n/m – Not meaningful

RECONCILIATION OF ADJUSTED RESULTS (NON-GAAP)

	(Unaudited)
	Thirteen Weeks Ended
	Famous Footwear				Brand Portfolio				Eliminations and Other				Consolidated
	October 28,		October 29,		October 28,		October 29,		October 28,		October 29,		October 28,		October 29,
($ thousands)	2023		2022		2023		2022		2023		2022		2023		2022
Operating earnings (loss)	$	46,600	$	59,267	$	38,211	$	22,304	$	(20,393)	$	(27,724)	$	64,418	$	53,847
Charges/Other Items:
Expense reduction initiatives		1,167		—		844		—		293		—		2,304		—
Organizational changes		—		—		—		—		—		2,910		—		2,910
Total charges/other items		1,167		—		844		—		293		2,910		2,304		2,910
Adjusted operating earnings (loss)	$	47,767	$	59,267	$	39,055	$	22,304	$	(20,100)	$	(24,814)	$	66,722	$	56,757

8

SCHEDULE 5

CALERES, INC.

SUMMARY FINANCIAL RESULTS BY SEGMENT

SUMMARY FINANCIAL RESULTS

	(Unaudited)
	Thirty-Nine Weeks Ended
	Famous Footwear						Brand Portfolio						Eliminations and Other						Consolidated
	October 28,			October 29,			October 28,			October 29,			October 28,			October 29,			October 28,			October 29,
($ thousands)	2023			2022			2023			2022			2023			2022			2023			2022
Net sales	$	1,213,169		$	1,302,828		$	947,164		$	1,013,043		$	(40,162)		$	(44,167)		$	2,120,171		$	2,271,704
Gross profit		549,420			618,442			408,137			385,800			(328)			(557)			957,229			1,003,685
Gross profit rate		45.3	%		47.5	%		43.1	%		38.1	%		0.8	%		1.3	%		45.1	%		44.2	%
Operating earnings (loss)		104,286			171,451			107,708			93,063			(48,286)			(76,052)			163,708			188,462
Adjusted operating earnings (loss)		105,653			171,451			109,433			93,063			(47,427)			(73,142)			167,659			191,372
Operating earnings %		8.6	%		13.2	%		11.4	%		9.2	%		n/m	%		n/m	%		7.7	%		8.3	%
Adjusted operating earnings %		8.7	%		13.2	%		11.6	%		9.2	%		n/m	%		n/m	%		7.9	%		8.4	%
Comparable sales % (on a 39-week basis)		(6.5)	%		(2.5)	%		3.5	%		36.4	%		—	%		—	%		—	%		—	%
Number of stores		862			876			96			89			—			—			958			965

n/m – Not meaningful

RECONCILIATION OF ADJUSTED RESULTS (NON-GAAP)

	(Unaudited)
	Thirty-Nine Weeks Ended
	Famous Footwear				Brand Portfolio				Eliminations and Other				Consolidated
	October 28,		October 29,		October 28,		October 29,		October 28,		October 29,		October 28,		October 29,
($ thousands)	2023		2022		2023		2022		2023		2022		2023		2022
Operating earnings (loss)	$	104,286	$	171,451	$	107,708	$	93,063	$	(48,286)	$	(76,052)	$	163,708	$	188,462
Charges/Other Items:
Expense reduction initiatives		1,367		—		1,725		—		859		—		3,951		—
Organizational changes		—		—		—		—		—		2,910		—		2,910
Total charges/other items		1,367		—		1,725		—		859		2,910		3,951		2,910
Adjusted operating earnings (loss)	$	105,653	$	171,451	$	109,433	$	93,063	$	(47,427)	$	(73,142)	$	167,659	$	191,372

9

SCHEDULE 6

CALERES, INC.

BASIC AND DILUTED EARNINGS PER SHARE RECONCILIATION

	(Unaudited)
	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 28,		October 29,		October 28,		October 29,
	2023		2022		2023		2022
($ thousands, except per share data)
Net earnings attributable to Caleres, Inc.:
Net earnings	$	47,015	$	38,992	$	116,172	$	140,529
Net (earnings) loss attributable to noncontrolling interests		(101)		254		(588)		404
Net earnings attributable to Caleres, Inc.		46,914		39,246		115,584		140,933
Net earnings allocated to participating securities		(2,121)		(1,723)		(5,103)		(5,951)
Net earnings attributable to Caleres, Inc. after allocation of earnings to participating securities	$	44,793	$	37,523	$	110,481	$	134,982
Basic and diluted common shares attributable to Caleres, Inc.:
Basic common shares		33,933		34,379		34,206		35,207
Dilutive effect of share-based awards		—		507		—		450
Diluted common shares attributable to Caleres, Inc.		33,933		34,886		34,206		35,657
Basic earnings per common share attributable to Caleres, Inc. shareholders	$	1.32	$	1.09	$	3.23	$	3.83
Diluted earnings per common share attributable to Caleres, Inc. shareholders	$	1.32	$	1.08	$	3.23	$	3.79

10

SCHEDULE 7

CALERES, INC.

BASIC AND DILUTED ADJUSTED EARNINGS PER SHARE RECONCILIATION

	(Unaudited)
	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 28,		October 29,		October 28,		October 29,
	2023		2022		2023		2022
($ thousands, except per share data)
Adjusted net earnings attributable to Caleres, Inc.:
Adjusted net earnings	$	48,725	$	41,715	$	119,106	$	143,252
Net (earnings) loss attributable to noncontrolling interests		(101)		254		(588)		404
Adjusted net earnings attributable to Caleres, Inc.		48,624		41,969		118,518		143,656
Net earnings allocated to participating securities		(2,199)		(1,842)		(5,234)		(6,067)
Adjusted net earnings attributable to Caleres, Inc. after allocation of earnings to participating securities	$	46,425	$	40,127	$	113,284	$	137,589
Basic and diluted common shares attributable to Caleres, Inc.:
Basic common shares		33,933		34,379		34,206		35,207
Dilutive effect of share-based awards		—		507		—		450
Diluted common shares attributable to Caleres, Inc.		33,933		34,886		34,206		35,657
Basic adjusted earnings per common share attributable to Caleres, Inc. shareholders	$	1.37	$	1.17	$	3.31	$	3.91
Diluted adjusted earnings per common share attributable to Caleres, Inc. shareholders	$	1.37	$	1.15	$	3.31	$	3.86

11

SCHEDULE 8

CALERES, INC.

CALCULATION OF EBITDA AND DEBT/EBITDA LEVERAGE RATIO (NON-GAAP METRICS)

	(Unaudited)
	Thirteen Weeks Ended
($ thousands)	October 28, 2023			October 29, 2022
EBITDA:
Net earnings attributable to Caleres, Inc.	$	46,914		$	39,246
Income tax provision		14,467			13,849
Interest expense, net		4,488			4,003
Depreciation and amortization (1)		12,957			12,340
EBITDA	$	78,826		$	69,438
EBITDA margin		10.3	%		8.7	%
Adjusted EBITDA:
Adjusted net earnings attributable to Caleres, Inc. (2)	$	48,624		$	41,969
Income tax provision (3)		15,061			14,036
Interest expense, net		4,488			4,003
Depreciation and amortization (1)		12,957			12,340
Adjusted EBITDA	$	81,130		$	72,348
Adjusted EBITDA margin		10.6	%		9.1	%

	(Unaudited)
	Trailing Twelve Months Ended
($ thousands)	October 28, 2023			October 29, 2022
EBITDA:
Net earnings attributable to Caleres, Inc.	$	156,393		$	174,787
Income tax provision		21,612			59,926
Interest expense, net		20,618			11,013
Loss on early extinguishment of debt		—			362
Depreciation and amortization (1)		50,722			49,544
EBITDA	$	249,345		$	295,632
EBITDA margin		8.9	%		10.0	%
Adjusted EBITDA:
Adjusted net earnings attributable to Caleres, Inc. (2)	$	141,953		$	178,524
Income tax provision (3)		40,003			59,461
Interest expense, net		20,618			11,013
Depreciation and amortization (1)		50,722			49,544
Adjusted EBITDA	$	253,296		$	298,542
Adjusted EBITDA margin		9.0	%		10.1	%
	(Unaudited)
($ thousands)	October 28, 2023			October 29, 2022
Debt/EBITDA leverage ratio:
Borrowings under revolving credit agreement (4)	$	222,000		$	364,500
EBITDA (trailing twelve months)		249,345			295,632
Debt/EBITDA		0.9			1.2

(1) Includes depreciation and amortization of capitalized software and intangible assets.

(2) Refer to Schedule 4 for the consolidated reconciliation of net earnings attributable to Caleres, Inc. to adjusted net earnings attributable to Caleres, Inc.

(3) Excludes the income tax impacts of the adjustments on Schedule 4.

(4) Total availability under the revolving credit agreement was $267.4 million and $125.4 million as of October 28, 2023 and October 29, 2022, respectively. Total liquidity, which includes cash and cash equivalents and availability under the revolving credit agreement, was $301.4 million and $158.2 million for the respective periods.

12

SCHEDULE 9

CALERES, INC.

RECONCILIATION OF DILUTED EARNINGS PER SHARE (GAAP BASIS) TO ADJUSTED DILUTED EARNINGS PER SHARE (NON-GAAP BASIS) – FISCAL 2023 GUIDANCE

	Fiscal 2023 Guidance
	Low		High
GAAP diluted earnings per share	$	3.96	$	4.06
Charges/other items:
Expense reduction initiatives		0.14		0.14
Adjusted diluted earnings per share	$	4.10	$	4.20

13

XML

Document and Entity Information	Nov. 21, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Nov. 21, 2023
Entity File Number	1-2191
Entity Registrant Name	CALERES, INC.
Entity Incorporation, State or Country Code	NY
Entity Tax Identification Number	43-0197190
Entity Address, Address Line One	8300 Maryland Avenue
Entity Address, City or Town	St. Louis
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63105
City Area Code	314
Local Phone Number	854-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock - par value of $0.01 per share
Trading Symbol	CAL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000014707
Amendment Flag	false