Caleres (CAL) risk factors, FY2026 10-K

What changed since the prior 10-K

New

• NewMACROECONOMIC AND INDUSTRY RISKS

  Changes in the United States and international trade policies, including tariffs, trade restrictions and retaliatory trade actions taken by other countries, may adversely impact our business, results of operations and financial condition

  New 2025 tariffs and potential retaliatory duties on imported footwear from major jurisdictions could increase costs, reduce gross margins, and disrupt supply chain management.

• NewMACROECONOMIC AND INDUSTRY RISKS

  Consumer demand for our products may be adversely impacted by economic conditions and other factors

  Macroeconomic factors including inflation, interest rates, geo-political tensions between China and Taiwan, and Middle East conflicts could reduce consumer confidence and spending on our products.

• NewMACROECONOMIC AND INDUSTRY RISKS

  Inflationary pressures and supply chain disruptions may adversely impact our business operations and financial results

  Inflationary pressures, elevated interest rates, and higher transportation costs may reduce discretionary spending, lower orders from retailers, and negatively impact inventory valuations and accounting estimates.

• NewMACROECONOMIC AND INDUSTRY RISKS

  If we are unable to anticipate and respond to consumer preferences and fashion trends and successfully apply new technology, we may not be able to maintain or increase our net sales and earnings

  Rapidly changing consumer preferences, evolving fashion trends, and higher shipping expectations for online and mobile shopping could decrease revenues and damage brand loyalty.

• NewMACROECONOMIC AND INDUSTRY RISKS

  Certain branded suppliers are becoming more selective in their distribution channels. The loss of one or more of our major branded suppliers may adversely impact our business, results of operations, financial condition and cash flows

  Products purchased from three key suppliers, Nike, Skechers, and adidas, represented approximately 24% of consolidated net sales in 2025, and the loss of any supplier could harm our business.

• NewMACROECONOMIC AND INDUSTRY RISKS

  Customer concentration and other trends in customer behavior may lead to a reduction in or loss of sales

  Customer concentration among e-commerce retailers, national chains, and department stores, combined with potential retailer bankruptcies, increases our credit risk and exposure to unpaid receivables.

• NewMACROECONOMIC AND INDUSTRY RISKS

  We operate in a highly competitive industry, and we face significant pricing pressures from existing and new competitors

  Intense competition, competitor consolidation, vertical integration, and direct-to-consumer sales by suppliers create significant pricing and promotional pressures in the footwear industry.

• NewMACROECONOMIC AND INDUSTRY RISKS

  Our quarterly sales and earnings may fluctuate, which may result in volatility in, or a decline in, our stock price

  Our Famous Footwear segment is heavily weighted to the back-to-school third fiscal quarter, making full-year results vulnerable to adverse weather or economic conditions during that period.

• NewMACROECONOMIC AND INDUSTRY RISKS

  Foreign currency fluctuations may result in higher costs and decreased gross profits

  International operations generated approximately 7% of total net sales for the year ended January 31, 2026, exposing us to foreign currency fluctuations and higher manufacturing costs.

• NewMACROECONOMIC AND INDUSTRY RISKS

  Perception of the overall retail industry and other macroeconomic conditions may impact our stock price and operations

  Perceptions of the overall retail industry and structural changes leading to retailer bankruptcies have caused volatility in our stock price regardless of our business differentiation.

• NewMACROECONOMIC AND INDUSTRY RISKS

  Volatility in securities markets, interest rates and other economic factors could substantially increase defined benefit pension costs

  Unfavorable asset returns or discount rate changes in our defined benefit pension plans could increase pension funding requirements and reduce cash available for normal operations.

• NewOPERATIONAL RISKS

  We rely primarily on international sources of production, which subjects our business to risks associated with international trade

  Our reliance on international third-party manufacturing without long-term contracts exposes us to trade restrictions, port delays, customs duties, and geo-political conflicts in Ukraine and the Middle East.

• NewOPERATIONAL RISKS

  Transitional challenges with acquisitions and divestitures could result in unexpected expenditures of time and resources

• NewOPERATIONAL RISKS

  We are reliant upon our information technology systems, and any major disruption of these systems could adversely impact our ability to effectively operate our business

• NewOPERATIONAL RISKS

  A cybersecurity breach may adversely affect our sales and reputation

• NewOPERATIONAL RISKS

  Our operating results depend on preparing accurate sales forecasts and properly managing our inventory levels

• NewOPERATIONAL RISKS

  A disruption in the effective functioning of our distribution centers could adversely affect our ability to deliver inventory on a timely basis

• NewOPERATIONAL RISKS

  Our success depends on our ability to retain senior management and recruit and retain other key associates

• NewOPERATIONAL RISKS

  Our retail business depends on our ability to secure affordable and desirable leased locations

• NewOPERATIONAL RISKS

  Failure to successfully finalize our planned headquarters sale and relocation could result in unexpected expenditures and operational disruptions

• NewOPERATIONAL RISKS

  Damage to our reputation or brands may negatively impact our business

• NewOPERATIONAL RISKS

  A significant portion of our Famous Footwear sales are dependent on our Famous Footwear loyalty program, Famously You Rewards ("Rewards"), and any decrease in sales from Rewards could have a material adverse impact on our sales

• NewTAX, LEGAL, AND REGULATORY RISKS

  Changes in tax laws may result in increased volatility in our effective tax rates

• NewTAX, LEGAL, AND REGULATORY RISKS

  Pillar Two. We continue to evaluate the impact of Pillar Two as additional guidance becomes available; however, uncertainty remains regarding the timing and interpretation of the rules by the jurisdictions in which we operate

• NewTAX, LEGAL, AND REGULATORY RISKS

  Our commitments and shareholder expectations relating to responsible business initiatives may expose us to liabilities, increased costs, reputational harm, and other adverse effects on our business

• NewTAX, LEGAL, AND REGULATORY RISKS

  Our business, sales and brand value could be harmed by violations of labor, trade or other laws

• NewTAX, LEGAL, AND REGULATORY RISKS

  effects of these factors could render our conduct of business in a particular country undesirable or impractical and have a negative impact on our operating results

• NewTAX, LEGAL, AND REGULATORY RISKS

  Licenses - Company as Licensee

• NewTAX, LEGAL, AND REGULATORY RISKS

  Licenses - Company as Licensor

• NewTAX, LEGAL, AND REGULATORY RISKS

  We are subject to periodic litigation and other regulatory proceedings, which could result in the unexpected expenditure of time and resources

• NewTAX, LEGAL, AND REGULATORY RISKS

  Our business, results of operations, financial condition and cash flows could be adversely affected by the failure of financial institutions to fulfill their commitments under our Credit Agreement

Dropped

• Dropped

  FOREIGN CURRENCY EXCHANGE RATES

  Market risk from foreign currency exchange rates and hedging policies.

• Dropped

  Management’s Report on Internal Control Over Financial Reporting

  Management report on internal control over financial reporting.

• Dropped

  Opinion on Internal Control Over Financial Reporting

  Auditor's opinion on internal control over financial reporting.

• Dropped

  We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects

  Auditor compliance with PCAOB standards for internal control audit.

• Dropped

  Definition and Limitations of Internal Control Over Financial Reporting

  Definition and limitations of internal control over financial reporting.

• Dropped

  Opinion on the Financial Statements

  Auditor's opinion on the consolidated financial statements.

• Dropped

  Description of the Matter

  Description of inventory markdown reserves totaling $17.7 million as of February 1, 2025.

• Dropped

  We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company's markdown reserves determination process. This included controls over the Company’s review of the significant assumptions underlying the markdown reserves estimate, as outlined above

  Audit procedures for testing markdown reserves and inventory assumptions.

• Dropped

  Caleres, Inc., originally founded as Brown Shoe Company in 1878 and incorporated in 1913, is a global footwear company. The Company’s shares are traded under the “CAL” symbol on the New York Stock Exchange

  Company history, stock ticker CAL, and retail store count of 960 locations as of February 1, 2025.

• Dropped

  Cash and Cash Equivalents

  Accounting policy for cash and cash equivalents and credit card receivables.

• Dropped

  Goodwill and Intangible Assets

  Goodwill and intangible assets annual impairment testing methodology.

• Dropped

  Advertising and Marketing Expense

  Accounting policy for advertising and marketing expense capitalization.

• Dropped

  Construction Allowances Received From Landlords

• Dropped

  Straight-Line Rents and Rent Holidays

• Dropped

  Earnings Per Common Share Attributable to Caleres, Inc. Shareholders

• Dropped

  Foreign Currency Translation Adjustment

• Dropped

  Pension and Other Postretirement Benefits Adjustments

• Dropped

  Consolidated Statements of Cash Flows Supplemental Disclosures

• Dropped

  Impact of Recently Adopted Accounting Pronouncements

• Dropped

  Impact of Prospective Accounting Pronouncements

• Dropped

  Disaggregation of Revenues

• Dropped

  Allowance for Expected Credit Losses

• Dropped

  Diluted earnings per common share attributable to Caleres, Inc. shareholders

• Dropped

  Expense Reduction Initiatives

• Dropped

  5. RETIREMENT AND OTHER BENEFIT PLANS

• Dropped

  Rate of compensation increase

• Dropped

  Assets of the Canadian pension plans, which totaled approximately $4.0 million on February 1, 2025, were invested 55% in equity funds, 42% in bond funds and 3% in money market funds. The Canadian pension plans did not include any Company stock as of February 1, 2025 or February 3, 2024

• Dropped

  statements. Following is a description of the pension plan investments measured at fair value, including the general classification of such investments pursuant to the valuation hierarchy

• Dropped

  The over-funded status as of February 1, 2025 and February 3, 2024 for pension benefits was $64.5 million and $61.9 million, respectively. The under-funded status for other postretirement benefits was $0.9 million as of February 1, 2025 and February 3, 2024

• Dropped

  The accumulated postretirement benefit obligation exceeds assets for all of the Company’s other postretirement benefit plans

• Dropped

  Net Periodic Benefit Expense (Income)

• Dropped

  Expected return on plan assets

• Dropped

  Defined Contribution Plans

• Dropped

  Non-Qualified Deferred Compensation Plan

• Dropped

  Non-Qualified Restoration Deferred Compensation Plan

• Dropped

  Deferred Compensation Plan for Non-Employee Directors

• Dropped

  (1) The other category of income tax provision principally represents the impact of expenses that are not deductible or partially deductible for federal income tax purposes and the impact of any return-to-provision adjustments

• Dropped

  classification, interest and penalties, accounting in interim periods, disclosure and transition. As of February 1, 2025 and February 3, 2024, the Company had no unrecognized tax benefits

• Dropped

  7. BUSINESS SEGMENT INFORMATION

• Dropped

  Corporate assets, administrative expenses and other costs and recoveries that are not allocated to the operating units, as well as the elimination of intersegment sales and profit, are reported in the Eliminations and Other category

• Dropped

  Products purchased for the Famous Footwear segment from three key third-party suppliers (Nike, Skechers and adidas) represented approximately 24% of consolidated net sales for 2024, 2023, and 2022

• Dropped

  For geographic purposes, the domestic operations include the Company’s domestic retail operations, the wholesale distribution of licensed, branded and private-label footwear to a variety of retail customers, including the Famous Footwear and Brand Portfolio stores, as well as the Company’s e-commerce businesses

• Dropped

  (1) Net of adjustment to last-in, first-out cost of $10.9 million and $10.3 million as of February 1, 2025 and February 3, 2024, respectively

• Dropped

  9. PROPERTY AND EQUIPMENT

• Dropped

  Property and Equipment, Held for Sale

• Dropped

  10. GOODWILL AND INTANGIBLE ASSETS

• Dropped

  (2) The carrying amount of goodwill as of February 1, 2025 and February 3, 2024 is presented net of accumulated impairment charges of $415.7 million

• Dropped

  Amortization expense related to intangible assets was $11.0 million in 2024 and $12.1 million in both 2023 and 2022. The Company estimates $11.0 million of amortization expense related to intangible assets in 2025 and 2026, $10.9 million in 2027 and $10.7 million in 2028

• Dropped

  Weighted-average discount rate

• Dropped

  Measurement of Fair Value

• Dropped

  Non-Qualified Deferred Compensation Plan Assets and Liabilities

• Dropped

  Non-Qualified Restoration Plan Assets and Liabilities

• Dropped

  Restricted Stock Units for Non-Employee Directors

• Dropped

  The Company performed its annual impairment review of intangible assets, which involves estimating the fair value using significant unobservable inputs (Level 3). The intangible asset impairment reviews performed in 2024, 2023 and 2022 resulted in no impairment charges

• Dropped

  The fair values of cash and cash equivalents, receivables and trade accounts payable approximate their carrying values due to the short-term nature of these instruments

• Dropped

  Stock Repurchase Programs

• Dropped

  Repurchases Related to Employee Share-based Awards

• Dropped

  Accumulated Other Comprehensive Loss

• Dropped

  The Company has share-based incentive compensation plans under which certain officers, employees and members of the Board of Directors are participants and may be granted restricted stock, stock performance awards, restricted stock units and stock options

• Dropped

  vesting term of one year, 63,614 shares have a cliff-vesting term of two years and 774,594 shares have a graded-vesting term of three years, with 50% vesting after two years and 50% after three years

• Dropped

  (3) Accrued RSUs include all fully vested awards and a pro-rata portion of nonvested awards based on the elapsed portion of the vesting period

• Dropped

  (1) Includes dividend equivalents granted on outstanding RSUs, which vest immediately

• Dropped

  Environmental Remediation

• Dropped

  Various federal and state authorities have identified the Company as a potentially responsible party for remediation at certain other sites. However, the Company does not currently believe that its liability for such sites, if any, would be material

• Dropped

  YEAR ENDED FEBRUARY 1, 2025

• Dropped

  YEAR ENDED FEBRUARY 3, 2024

• Dropped

  YEAR ENDED JANUARY 29, 2023

• Dropped

  Evaluation of Disclosure Controls and Procedures

• Dropped

  Internal Control Over Financial Reporting

• Dropped

  Information regarding the Audit Committee and the Audit Committee financial expert is set forth under the caption Board Meetings and Committees in the Proxy Statement for the Annual Meeting of Shareholders to be held May 22, 2025, which information is incorporated herein by reference

• Dropped

  ITEM 11EXECUTIVE COMPENSATION

• Dropped

  Information regarding the Culture, Compensation and People Committee Report is set forth under the caption Culture, Compensation and People Committee Report in the Proxy Statement for the Annual Meeting of Shareholders to be held May 22, 2025, which information is incorporated herein by reference

• Dropped

  ITEM 12SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

• Dropped

  Equity Compensation Plan Information

• Dropped

  Information regarding Certain Relationships and Related Transactions is set forth under the caption Related Party Transactions in the Proxy Statement for the Annual Meeting of Shareholders to be held May 22, 2025, which information is incorporated herein by reference

• Dropped

  ITEM 14PRINCIPAL ACCOUNTANT FEES AND SERVICES

• Dropped

  ITEM 15EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

• Dropped

  Description of the Registrant's Securities Registered Pursuant to Section 12 of The Securities Exchange Act of 1934, incorporated herein by reference to Exhibit 4.1 to the Company’s Form 10-K for the year ended February 1, 2020, and filed March 31, 2020

• Dropped

  See Item 15(a)(3) above. On request, copies of any exhibit will be furnished to shareholders upon payment of the Company’s reasonable expenses incurred in furnishing such exhibits

All 31 risk factors

Headings as the filing states them, in filing order.

Other Caleres 10-Ks

• FY2025 10-K risk factors

  79 risks

  Caleres faces financial risks primarily centered on foreign currency exchange rates.

  Filed Apr 01, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.