CALERES INC - Audit Report / Information 2013

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK

REPURCHASE, SAVINGS AND SIMILAR PLANS

PURSUANT TO SECTION 15(d) OF THE

SECURITIES ACT OF 1934

(Mark One)
R ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012
£ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to _____

Commission file number: 1-2191

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

BROWN SHOE COMPANY, INC.

401(k) SAVINGS PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

BROWN SHOE COMPANY, INC.

8300 Maryland Avenue

St. Louis, Missouri 63105

Brown Shoe Company, Inc. 401(k) Savings Plan

Financial Statements and Schedules

Years Ended December 31, 2012 and 2011

Contents

Report of Independent Registered Public Account Firm 1

Financial Statements

Statements of Net Assets Available for Benefits 2

Statements of Changes in Net Assets Available for Benefits 3

Notes to Financial Statements 4

Supplemental Schedules

Schedule H, Line 4i – Schedule of Assets (Held at End of Year) 16

Schedule H, Line 4j – Schedule of Reportable Transactions 17

Signatures 18

Index to Exhibits 19

EFPlaceholder Report of Independent Registered Public Accounting Firm

The Plan Administrator

Brown Shoe Company, Inc. 401(k) Savings Plan

We have audited the accompanying statements of net assets available for benefits of the Brown Shoe Company 401(k) Savings Plan (the Plan) as of December 31, 2012 and 2011, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an EFPlaceholder opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our EFPlaceholder opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2012 and 2011, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2012, and reportable transactions for the year then ended, are presented for the purpose of additional analysis and are not a required part of the financial statements, but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosures under the Employee Retirement Income Security Act of 1974. Such information is the responsibility of the Plan’s management. The information has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Ernst & Young LLP

St. Louis, Missouri

June 27, 2013

Brown Shoe Company, Inc. 401(k) Savings Plan

Statements of Net Assets Available for Benefits

	December 31, 2012			December 31, 2011
	Non-			Non-
	Participant-	Participant-		Participant-	Participant-
	Directed	Directed	Total	Directed	Directed	Total
Assets:
Cash	$ 14	$ –	$ 14	$ 9,077	$ –	$ 9,077
Investments - at fair value (Notes 3 and 4):
Mutual funds	–	111,296,958	111,296,958	–	93,675,268	93,675,268
Brown Shoe Company, Inc. Stock Fund	46,790,516	–	46,790,516	25,255,721	–	25,255,721
Total investments	46,790,516	111,296,958	158,087,474	25,255,721	93,675,268	118,930,989
Notes receivable from participants	–	3,506,378	3,506,378	–	3,555,730	3,555,730
Accrued transfer from other qualified plan, net	–	–	–	–	12,673,054	12,673,054
Total assets	46,790,530	114,803,336	161,593,866	25,264,798	109,904,052	135,168,850
Liabilities:
Excess contributions payable	–	370,564	370,564	–	146,045	146,045
Total liabilities	–	370,564	370,564	–	146,045	146,045
Net assets available for benefits	$ 46,790,530	$ 114,432,772	$ 161,223,302	$ 25,264,798	$ 109,758,007	$ 135,022,805

See accompanying notes to financial statements .

Brown Shoe Company, Inc. 401(k) Savings Plan

Statements of Changes in Net Assets Available for Benefits

	Year Ended December 31, 2012				Year Ended December 31, 2011
	Non-				Non-
	Participant-	Participant-			Participant-	Participant-
	Directed	Directed	Total		Directed	Directed		Total
Additions to net assets attributed to:
Contributions
Employer contributions	$ 3,654,209	$ –	$	3,654,209	$ 3,829,591	$	–	$	3,829,591
Employee contributions	–	8,510,888		8,510,888	–		8,491,790		8,491,790
Rollovers	–	401,213		401,213	–		652,580		652,580
Total contributions	3,654,209	8,912,101		12,566,310	3,829,591		9,144,370		12,973,961
Interest income on notes receivable from participants	–	151,761		151,761	–		154,361		154,361
Investment income	898,058	1,477,901		2,375,959	700,397		1,017,630		1,718,027
Net realized and unrealized gain on investments	24,140,369	13,260,076		37,400,445	–		–		–
Total additions	28,692,636	23,801,839		52,494,475	4,529,988		10,316,361		14,846,349
Deductions from net assets attributed to:
Withdrawals	4,065,545	22,228,433		26,293,978	1,583,464		6,690,937		8,274,401
Participant transfers out of/(in to) fund	3,101,359	(3,101,359	)	–	990,640		(990,640	)	–
Net realized and unrealized loss on investments	–	–		–	12,303,728		3,600,771		15,904,499
Total deductions	7,166,904	19,127,074		26,293,978	14,877,832		9,301,068		24,178,900
Accrued transfer from other qualified plan, net	–	–		–	–		12,673,054		12,673,054
Net increase (decrease)	21,525,732	4,674,765		26,200,497	(10,347,844	)	13,688,347		3,340,503
Net assets available for benefits at beginning of year	25,264,798	109,758,007		135,022,805	35,612,642		96,069,660		131,682,302
Net assets available for benefits at end of year	$ 46,790,530	$ 114,432,772	$	161,223,302	$ 25,264,798	$	109,758,007	$	135,022,805

See accompanying notes to financial statements .

Brown Shoe Company, Inc. 401(k) Savings Plan

Notes to Financial Statements

December 31, 2012

Description of the Plan

The following description of the Brown Shoe Company, Inc. 401(k) Savings Plan (the “Plan”) provides only general information about the Plan’s provisions. Brown Shoe Company, Inc. (the “Company”) is the plan sponsor. Participants should refer to the plan agreement for a more complete description of the Plan’s provisions.

General

The Plan is a contributory 401(k) savings plan that covers eligible salaried and hourly employees of the Company and affiliates who are age 21 or older. Salaried and hourly employees are eligible to participate in the Plan beginning the first day of the first payroll period following the later of the date the employee attains age 21 and their first date of employment, or at the earliest administratively feasible date, if later, after eligibility requirements are met. Employees projected to earn compensation equal to or in excess of $90,000 (indexed according to IRS Code Section 414(q)) for the first 12-month period of employment, may become a participant on the first day of the first payroll period following 12 months from the first date of employment if they have then completed at least 1,000 hours of employment. If, however, the employee was a former participant of the Plan who is re-employed, they are eligible to become a participant in the Plan on the date of re-employment. The Administration Committee is responsible for the general administration of the Plan. Wells Fargo is the trustee and record keeper of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

Plan Merger

Effective February 17, 2011, the Company acquired American Sporting Goods Corporation (“ASG”), which sponsored the ASG 401(k) savings plan. The ASG 401(k) savings plan was merged into the Plan and participants in the ASG 401(k) plan began participating in the Plan effective January 1, 2012. All assets were transferred from the ASG 401(k) savings plan as of December 31, 2011 and were received by the Plan on January 3, 2012. As such, all net assets transferred to the Plan are reflected on the statement of net assets available for benefits and the statement of changes in net assets available for benefits as an accrued transfer from other qualified plan, net of $12,673,054 as of December 31, 2011. The transfer of $12,673,054 is comprised of $7,171,994 of cash, $5,282,143 of in-kind transfers and $218,917 of participant loans.

Brown Shoe Company, Inc. 401(k) Savings Plan

Notes to Financial Statements (continued)

Contributions

Participants are allowed to contribute from two percent to 30 percent of eligible compensation annually, as defined by the Plan. Participants may also contribute amounts representing distributions from other qualified defined contribution plans. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions. Participants may allocate their eligible contributions and account balances among any of the investment fund choices offered by the Plan, other than the Brown Shoe Company, Inc. Stock Fund, in one percent increments.

The Company contributes 75 percent of the first two percent and 50 percent of the next four percent of eligible compensation that a participant contributes to the Plan. All employer contributions are invested in the Company’s common stock within the Brown Shoe Company, Inc. Stock Fund.

Contributions of participants and matching Company contributions are remitted by the Company to the trustee on a biweekly basis. Contributions are subject to applicable limitations. Additional amounts may be contributed at the discretion of the Company’s Board of Directors.

Participant Accounts

Each participant’s account is credited with the participant’s contribution and allocations of (1) the Company’s contribution and (2) plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Vesting

Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company’s matching contribution portion of their accounts plus actual earnings thereon occurs if: (1) the participant’s employment is terminated on account of their death, (2) the participant’s employment is terminated on account of their disability, (3) the participant completes at least three years of service with the Company, (4) the participant’s employment is terminated after they attain age 65, or (5) the Company completely discontinues contributions or the Plan is terminated while they are an employee.

Forfeitures

Forfeitures of non-vested Company matching contributions plus actual earnings thereon are used to reduce future Company contributions. As of December 31, 2012 and December 31, 2011, all current period forfeitures and a portion of accumulated forfeitures were utilized to reduce employer contributions. During the years ended December 31, 2012 and 2011, employer contributions were reduced by forfeitures of $258,187 and $214,000, respectively, which included account balances forfeited during the year.

Brown Shoe Company, Inc. 401(k) Savings Plan

Notes to Financial Statements (continued)

Investment Options

Upon enrollment in the Plan, a participant may direct employee contributions in any of several investment fund choices offered by the Plan, other than the Brown Shoe Company, Inc. Stock Fund, in one percent increments.

Notes Receivable from Participants

Participants may borrow from their fund accounts, excluding employer matching contributions held in the Brown Shoe Company, Inc. Stock Fund, a minimum of $1,000 up to a maximum of: (1) $50,000, adjusted for loan activity in the prior twelve months, or (2) 50 percent of the participant’s account balance, whichever is less. Loan terms generally range from six months to five years; however, the participant may repay eligible residential loans over 15 years. The loans are secured by the balance in the participant’s account and bear interest at a rate commensurate with current lending rates and are fixed for the term of the loan. For loans initiated after April 1, 2007, the Plan charges a monthly fee per loan to the participant’s account for each month that a loan is outstanding. Principal, fees and interest are paid ratably through payroll deductions; however, the participant may prepay the entire amount of the loan in one lump sum at any time.

Participant Transfers

Participants may transfer their existing account balances, excluding the matching contribution amounts received, in one percent increments among investment fund choices offered by the Plan (other than the Brown Shoe Company, Inc. Stock Fund) daily. Participants who have completed at least three years of service may transfer their matching contribution amounts received in one percent increments out of and subsequently back into the Brown Shoe Company, Inc. Stock Fund and into any other investment fund choices offered by the Plan daily. Participant transfers between participant directed investments and non-participant directed investments totaled $3,101,359 and $990,640 in 2012 and 2011, respectively.

Payment of Benefits

Hardship

Participants may withdraw their contributions while still an employee only if they suffer a substantial financial hardship as defined by the Plan that cannot otherwise be relieved. The minimum hardship withdrawal a participant may make is $1,000.

Brown Shoe Company, Inc. 401(k) Savings Plan

Notes to Financial Statements (continued)

Termination of Service

Upon termination of service due to death, disability or retirement, a participant or beneficiary generally receives a lump-sum amount equal to the value of all amounts credited to the participant’s accounts. For termination of service due to other reasons, a participant may receive the value of the vested interest in his or her accounts as a lump-sum distribution. Certain participants who were included by a prior plan agreement will receive a distribution in the form of an actuarial survivor annuity unless the participant elects to receive a lump-sum payment of his or her vested interest in the account.

Retirement

The participant must begin to receive their benefits from the Plan no later than the April 1 following the calendar year in which occurs the later of the date they reach age 70 and a half or the date they terminate employment. If the participant is a five percent or greater shareholder of the Company, they must begin to receive their benefits from the Plan no later than April 1 following the calendar year in which they reach age 70 and a half.

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts.

Plan Expenses

All expenses incurred in connection with the operation of the Plan are paid by the Plan’s sponsor with the exception of certain investment-related expenses, which are netted against investment earnings.

Summary of Significant Accounting Policies

Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of accounting.

Brown Shoe Company, Inc. 401(k) Savings Plan

Notes to Financial Statements (continued)

Excess Contributions Payable

Amounts payable to participants for contributions in excess of amounts allowed by the Internal Revenue Service (“IRS”) are recorded as a liability. The Plan distributed the 2012 excess contributions to the applicable participants prior to March 15, 2013.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

Notes Receivable from Participants

Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned.

Related fees are recorded as administrative expenses and are expensed when they are incurred. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.

New Accounting Pronouncements

In May 2011, the FASB issued guidance that amended earlier fair value guidance to achieve common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”). The amendments (1) change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements, (2) clarify the Board’s intent about the application of existing fair value measurement requirements, and (3) change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The guidance is effective for interim and annual periods beginning after December 15, 2011. Accordingly, the Plan adopted this guidance on January 29, 2012. See Note 4 to the financial statements for additional information related to fair value measurements.

Brown Shoe Company, Inc. 401(k) Savings Plan

Notes to Financial Statements (continued)

3 . Investments

During 2012 and 2011, the Plan’s investments, including investments purchased, sold, as well as held during the year, appreciated (depreciated) in fair value by $37,400,445 and $(15,904,499), respectively.

	Net Appreciation (Depreciation) in Fair Value During Year
Year Ended December 31, 2012
American Funds EuroPacific Growth Fund Class R4	$ 1,788,122	$	10,996,573
American Funds Growth Fund of America Class R4	2,064,526		11,629,528
Brown Shoe Company, Inc. Stock Fund	24,140,369		46,790,516
DFA Emerging Markets Value Fund Class I	146,093		1,107,222
Dodge & Cox Stock Fund	3,913,847		21,309,142
PIMCO Total Return Admin Fund	1,291,525		15,859,362
Vanguard Institutional Index Fund	2,051,915		16,541,878
Vanguard Prime Money Market Fund	19,628		15,290,399
Wells Fargo Stable Return Fund N60	27,147		–
William Blair Small Cap Growth Fund Class I	1,188,229		7,498,145
Oakmark Equity & Income I	609,484		7,491,150
Vanguard Target Retirement Income	2,556		335,539
Vanguard Target Retirement 2015	(1,504	)	582,121
Vanguard Target Retirement 2020	22,750		462,262
Vanguard Target Retirement 2025	27,349		518,556
Vanguard Target Retirement 2030	35,728		536,717
Vanguard Target Retirement 2035	18,583		378,271
Vanguard Target Retirement 2040	16,442		262,808
Vanguard Target Retirement 2045	16,448		202,350
Vanguard Target Retirement 2050	13,081		169,155
Vanguard Target Retirement 2055	8,127		125,780
	$ 37,400,445	$	158,087,474

Brown Shoe Company, Inc. 401(k) Savings Plan

Notes to Financial Statements (continued)

	Net Appreciation (Depreciation) in Fair Value During Year		Fair Value at End of Year
Year Ended December 31, 2011
American Funds American Balanced Fund Class R4	$ 72,103		$ –
American Funds EuroPacific Growth Fund Class R4	(1,733,647	)	9,948,286
American Funds Growth Fund of America Class R4	(561,223	)	9,795,949
Brown Shoe Company, Inc. Stock Fund	(12,303,728	)	25,255,721
Dodge & Cox Stock Fund	(1,276,493	)	20,132,932
PIMCO Total Return Admin Fund	588,582		15,503,218
Vanguard Institutional Index Fund	(25,466	)	13,678,705
Vanguard Prime Money Market Fund	16,475		12,833,678
William Blair Small Cap Growth Fund Class I	(718,215	)	4,835,308
Oakmark Equity & Income I	40,754		6,554,160
Vanguard Target Retirement Income	(3	)	572
Vanguard Target Retirement 2015	(7	)	22,639
Vanguard Target Retirement 2020	(42	)	72,765
Vanguard Target Retirement 2025	(583	)	39,781
Vanguard Target Retirement 2030	(719	)	56,090
Vanguard Target Retirement 2035	(573	)	45,394
Vanguard Target Retirement 2040	(201	)	17,965
Vanguard Target Retirement 2045	(694	)	56,622
Vanguard Target Retirement 2050	(514	)	43,639
Vanguard Target Retirement 2055	(305	)	37,565
	$ (15,904,499	)	$ 118,930,989

Brown Shoe Company, Inc. 401(k) Savings Plan

Notes to Financial Statements (continued)

The fair value of individual investments that represent five percent or more of the Plan’s net assets available for benefits is as follows:

	December 31 — 2012	2011
American Funds EuroPacific Growth Fund Class R4	$ 10,996,573	$ 9,948,286
American Funds Growth Fund of America Class R4	11,629,528	9,795,949
Brown Shoe Company, Inc. Stock Fund* (2012 – 900,244 units; 2011 – 992,000 units)	46,790,516	25,255,721
Dodge & Cox Stock Fund	21,309,142	20,132,932
PIMCO Total Return Admin Fund	15,859,362	15,503,218
Vanguard Institutional Index Fund	16,541,878	13,678,705
Vanguard Prime Money Market Fund	15,290,399	12,833,678

*Non-participant-directed.

The total non-participant-directed investments consist of the following:

	December 31 — 2012	2011
Brown Shoe Company, Inc. Stock Fund	$ 46,790,516	$ 25,255,721

Non-participant-directed income includes $898,058 and $700,397 of dividends received by the Plan on Company stock for the years ended December 31, 2012 and 2011, respectively.

Fair Value Measurements

FASB guidance on fair value measurements and disclosures specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (“observable inputs”) or reflect the Plan’s own assumptions of market participant valuation (“unobservable inputs”). In accordance with the fair value guidance, the hierarchy is broken down into three levels based on the reliability of the inputs as follows:

Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly;

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

Brown Shoe Company, Inc. 401(k) Savings Plan

Notes to Financial Statements (continued)

In determining fair value, the Plan utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as considers counterparty credit risk in its assessment of fair value. Classification of the financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Plan measures fair value as an exit price, the price to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date.

The following is a description of the valuation methodologies used for assets measured at fair value.

Mutual Funds

The Plan’s investments are classified within Level 1 of the fair value hierarchy because the fair values are based on unadjusted quoted market prices in active markets with sufficient volume and frequency. There are currently no redemption restrictions on these investments. These invested funds consist of American Funds Europacific Growth Fund Class R4, American Funds Growth Fund of America Class R4, DFA Emerging Markets Value Fund Class I, Dodge & Cox Stock Fund, PIMCO Total Return Admin Fund, Vanguard Institutional Index Fund, Vanguard Prime Money Market Fund, William Blair Small Cap Growth Fund Class I, Oakmark Equity & Income I, Vanguard Target Retirement Income and Vanguard Target Retirement 2015 – 2055. The goal of these investment funds includes growth and preservation of capital.

During 2012, the PIMCO Total Return Admin Fund and Vanguard Prime Money Market Fund ceased investing in the unitized, single-asset funds. Assets are now invested directly in the mutual funds, which are traded in an active market with vendor-quoted pricing with observable inputs. As such, these investments were classified as Level 1 as of December 31, 2012 and Level 2 as of December 31, 2011.

Common Stock Fund

The Brown Shoe Company, Inc. Stock Fund is a unitized fund that invests in the Company’s common stock, which is classified within Level 1 of the fair value hierarchy because the fair value is based on the closing price on the New York Stock Exchange on the last business day of the year. A portion of the fund may also be invested in the Vanguard Prime Money Market Fund to accommodate daily transactions, which is classified within Level 1 as of December 31, 2012 and Level 2 as of December 31, 2011.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Brown Shoe Company, Inc. 401(k) Savings Plan

Notes to Financial Statements (continued)

The fair values of the Plan’s investments by asset class are as follows:

December 31, 2012	Total	Fair Value Measurements — Level 1	Level 2	Level 3
Investments:
Mutual Funds:
American Funds EuroPacific Growth Fund Class R4	$ 10,996,573	$ 10,996,573	$ –	$ –
American Funds Growth Fund of America Class R4	11,629,528	11,629,528	–	–
DFA Emerging Markets Value Fund Class I	1,107,222	1,107,222	–	–
Dodge & Cox Stock Fund	21,309,142	21,309,142	–	–
PIMCO Total Return Admin Fund	15,859,362	15,859,362	–	–
Vanguard Institutional Index Fund	16,541,878	16,541,878	–	–
Vanguard Prime Money Market Fund	15,290,399	15,290,399	–	–
William Blair Small Cap Growth Fund Class I	7,498,145	7,498,145	–	–
Oakmark Equity & Income I	7,491,150	7,491,150	–	–
Vanguard Target Retirement Income	335,539	335,539	–	–
Vanguard Target Retirement 2015	582,121	582,121	–	–
Vanguard Target Retirement 2020	462,262	462,262	–	–
Vanguard Target Retirement 2025	518,556	518,556	–	–
Vanguard Target Retirement 2030	536,717	536,717	–	–
Vanguard Target Retirement 2035	378,271	378,271	–	–
Vanguard Target Retirement 2040	262,808	262,808	–	–
Vanguard Target Retirement 2045	202,350	202,350	–	–
Vanguard Target Retirement 2050	169,155	169,155	–	–
Vanguard Target Retirement 2055	125,780	125,780	–	–
Total mutual funds	111,296,958	111,296,958	–	–
Brown Shoe Company, Inc. Stock Fund	46,790,516	46,790,516	–	–
Total investments	$ 158,087,474	$ 158,087,474	$ –	$ –

Brown Shoe Company, Inc. 401(k) Savings Plan

Notes to Financial Statements (continued)

December 31, 2011	Total	Fair Value Measurements — Level 1	Level 2	Level 3
Investments:
Mutual Funds:
American Funds EuroPacific Growth Fund Class R4	$ 9,948,286	$ 9,948,286	$ –	$ –
American Funds Growth Fund of America Class R4	9,795,949	9,795,949	–	–
Dodge & Cox Stock Fund	20,132,932	20,132,932	–	–
Vanguard Institutional Index Fund	13,678,705	13,678,705	–	–
William Blair Small Cap Growth Fund Class I	4,835,308	4,835,308	–	–
PIMCO Total Return Admin Fund	15,503,218	–	15,503,218	–
Vanguard Prime Money Market Fund	12,833,678	–	12,833,678	–
Oakmark Equity & Income I	6,554,160	6,554,160	–	–
Vanguard Target Retirement Income	572	572	–	–
Vanguard Target Retirement 2015	22,639	22,639	–	–
Vanguard Target Retirement 2020	72,765	72,765	–	–
Vanguard Target Retirement 2025	39,781	39,781	–	–
Vanguard Target Retirement 2030	56,090	56,090	–	–
Vanguard Target Retirement 2035	45,394	45,394	–	–
Vanguard Target Retirement 2040	17,965	17,965	–	–
Vanguard Target Retirement 2045	56,622	56,622	–	–
Vanguard Target Retirement 2050	43,639	43,639	–	–
Vanguard Target Retirement 2055	37,565	37,565	–	–
Total mutual funds	93,675,268	65,338,372	28,336,896	–
Brown Shoe Company, Inc. Stock Fund	25,255,721	23,816,494	1,439,227	–
Total investments	$ 118,930,989	$ 89,154,866	$ 29,776,123	$ –

Federal Income Taxes

The Plan has received a determination letter from the IRS dated March 1, 2012, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the “Code”) and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes the Plan, as amended, is qualified and the related trust is tax-exempt.

U.S. GAAP requires plan management to evaluate tax positions taken by the plan and recognize a tax liability (or asset) if the plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2012, there are no uncertain positions taken or expected to be taken. The Plan has not recognized any interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The plan administrator believes the Plan is no longer subject to income tax examinations for years prior to 2009.

Related Party Transactions

The Plan investments are investment funds managed by Wells Fargo, the trustee of the Plan. The Plan also invests in the Company’s common stock fund. These transactions qualify as party-in-interest transactions. During the years ended December 31, 2012 and 2011, the Plan received $898,058 and $700,397, respectively, in investment income from the Company.

Supplemental Schedules

Brown Shoe Company, Inc. 401(k) Savings Plan
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
EIN: 43-0197190 Plan Number: 006
December 31, 2012
No. of			Current
Shares/Units	Description	Cost**	Value
271,654	American Funds EuroPacific Growth Fund Class R4	$	$ 10,996,573
340,742	American Funds Growth Fund of America Class R4		11,629,528
900,244	Brown Shoe Company, Inc. Stock Fund*	39,785,641	46,790,516
37,105	DFA Emerging Markets Value Fund Class I		1,107,222
174,808	Dodge & Cox Stock Fund		21,309,142
1,410,975	PIMCO Total Return Admin Fund		15,859,362
126,738	Vanguard Institutional Index Fund		16,541,878
15,290,399	Vanguard Prime Money Market Fund		15,290,399
304,061	William Blair Small Cap Growth Fund Class I		7,498,145
262,847	Oakmark Equity & Income I		7,491,150
27,526	Vanguard Target Retirement Income		335,539
43,507	Vanguard Target Retirement 2015		582,121
19,398	Vanguard Target Retirement 2020		462,262
38,157	Vanguard Target Retirement 2025		518,556
22,956	Vanguard Target Retirement 2030		536,717
26,847	Vanguard Target Retirement 2035		378,271
11,338	Vanguard Target Retirement 2040		262,808
13,907	Vanguard Target Retirement 2045		202,350
7,326	Vanguard Target Retirement 2050		169,155
5,072	Vanguard Target Retirement 2055		125,780
	Loan Account
	***Participant loans, bearing interest at rates ranging from 4.25 percent to 10.50 percent with maturities through 2016		3,506,378
	Total investments (held at end of year)		$ 161,593,852
*Exempt party in interest to the Plan.
**Cost basis is not required for participant-directed investments.
***Party-in-interest

Brown Shoe Company, Inc. 401(k) Savings Plan

Schedule H, Line 4j – Schedule of Reportable Transactions

EIN 43-0197190 Plan 006

Year Ended December 31, 2012

Identity of Party Involved	Description of Assets	Aggregate Purchase Price	Aggregate Selling Price	Cost of Assets	Current Value of Asset on Transaction Date	Net Gain or (Loss)
Category (iii) – Series of transactions in excess of five percent of beginning net assets
Wells Fargo	Dodge & Cox Stock Fund	$ 2,941,877	$ –	$ 2,941,877	$ 2,941,877	$ –
		–	5,663,213	6,241,487	5,663,213	(578,274	)
Wells Fargo	Vanguard Institutional Index Fund	4,974,483	–	4,974,483	4,974,483	–
		–	4,163,180	3,876,512	4,163,180	286,668
Wells Fargo	PIMCO Total Return Admin Fund	2,903,186	–	2,903,186	2,903,186	–
		–	3,375,670	2,747,747	3,375,670	627,923
Wells Fargo	Vanguard Prime Money Market Fund	5,021,851	–	5,021,851	5,021,851	–
		–	3,929,582	3,888,442	3,929,582	41,140
Wells Fargo	Brown Shoe Company, Inc. Stock Fund	3,702,813	–	3,702,813	3,702,813	–
		–	6,716,189	8,237,732	6,716,189	(1,521,543	)

There were no category (i), (ii), or (iv) reportable transactions during 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Brown Shoe Company, Inc. 401(k) Savings Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

	BROWN SHOE COMPANY, INC. 401(k) SAVINGS PLAN
Date: June 27, 2013	/s/ Russell C. Hammer
	Russell C. Hammer Senior Vice President and Chief Financial Officer of Brown Shoe Company, Inc. and Member of the Administration Committee Under the Brown Shoe Company, Inc. 401(k) Savings Plan On Behalf of the Plan

INDEX TO EXHIBITS

Exhibit No.	Description
23	Consent of Independent Registered Public Accounting Firm

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