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) January 8, 2007

(January 9, 2007)

BROWN SHOE COMPANY, INC. (Exact name of registrant as specified in its charter)
New York (State or other jurisdiction of incorporation or organization)
1-2191 (Commission File Number)	43-0197190 (IRS Employer Identification Number)
8300 Maryland Avenue St. Louis, Missouri (Address of principal executive offices)	63105 (Zip Code)
(314) 854-4000 (Registrant's telephone number, including area code)

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

Item 7.01 Regulation FD Disclosure.

Members of the executive management team of Brown Shoe Company, Inc. will present a business overview at the Cowen and Company 5^th Annual Consumer Conference held at the Westin New York at Times Square on January 9, at 3:00 p.m. (Eastern Time), the 9^th Annual ICR XChange Conference held at the St. Regis Monarch Beach Resort & Spa in Dana Point, California, on January 9, 2007 at 11:30 a.m. (Eastern Time) and periodically over the next few weeks. The slide presentation for use in conjunction with these presentations is furnished as Exhibit 99.1 hereto and is also available on the Company’s website via the following link: www.brownshoe.com/investor, although the Company reserves the right to discontinue its availability at any time.

The information in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 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

(c) Exhibit
Exhibit Number	Description of Exhibits
99.1	Brown Shoe Company Investor Presentation

2

SIGNATURES

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

	BROWN SHOE COMPANY, INC.
	(Registrant)
Date:  January 8, 2007	/s/ Michael I. Oberlander
	Michael I. Oberlander
	Senior Vice President, General Counsel and      Corporate Secretary

3

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Brown Shoe Company Investor Presentation

4

EX-99.1

1

Brown Shoe Company, Inc. Investor Update

Winter 2006

2

This document contains certain forward-looking statements and expectations regarding

the Company's future performance and the future performance of its brands. Such

statements are subject to various risks and uncertainties that could cause actual results to

differ materially. These include (i) the preliminary nature of estimates of the costs and

benefits of the strategic earnings enhancement plan, which are subject to change as the

Company refines these estimates over time; (ii) intense competition within the footwear

industry; (iii) rapidly changing consumer demands and fashion trends and purchasing

patterns, which may be influenced by consumers' disposable income, which in turn can be

influenced by general economic conditions; (iv) customer concentration and increased

consolidation in the retail industry; (v) the Company’s ability to successfully implement its

strategic earnings enhancement plan; (vi) political and economic conditions or other

threats to continued and uninterrupted flow of inventory from China and Brazil, where the

Company relies heavily on third-party manufacturing facilities for a significant amount of

its inventory; (vii) the Company's ability to attract and retain licensors and protect its

intellectual property; (viii) the Company's ability to secure leases on favorable terms; (ix)

the Company's ability to maintain relationships with current suppliers; and (x) the

uncertainties of pending litigation. 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 for the year ended January 28, 2006 and as updated in the Company’s 10-

Q for the Quarter ended October 28, 2006, which information is incorporated by

reference herein. The Company does not undertake any obligation or plan to

update these forward-looking statements, even though its situation may change.

- January 9, 2007

NOTE:

All per share data reflects the Company's 3-for-2 stock split, effective April 3, 2006.

Guidance was issued on November 21, 2006 and has not been updated.

3

Today’s Topics - NYSE: BWS

1) Brown Shoe At A Glance

2) Shaping Our Platform

3) Strategies for Long-Term

Growth

* Note: Guidance was issued on November 21, 2006 and has not been updated.

4

Brown Shoe At A Glance

Brown Shoe Today -- $

2.5 Billion in Sales Projected for 2006

Integrated wholesale-retail platform. Consumer-driven enterprise that

builds brands and retail concepts while gaining market share

Department &

Specialty Stores

$650 million

Mass Merchandisers

$300 million

Specialty Retail

$250

million

975+ retail stores in the U.S.

$1.3 billion

38% Wholesale

*80 million pairs sourced

*2,000 retail customers

62% Retail

*Appx. 1,300 stores

*30 million pairs

*120 million consumers visit our stores/year

*9 e-commerce sites

*30+ million evisitors/year

5

Brown Shoe At A Glance

$0

$100

$200

$300

$400

$500

$600

Nine West Group

Brown Shoe

Clarks Companies

VCS Group

Steve Madden

Nike

Jimlar Corp

H H Brown

Kenneth Cole Productions

Liz Claiborne

* Reflects NPD Group Reported POS Dollar Volume. 12 Months

ending October 2006.

Our Rank among Wholesalers

Women’s Fashion Footwear Sales in U.S.

Department Stores*

Ranked by Parent Company

($ in millions)

0

1

2

3

4

5

6

7

Wal-Mart

Payless

Federated

Foot Locker

Famous Footwear

Kohl's

Nordstrom

JCPenney

Finish Line

Target

DSW

% Share of Dollars

* Source: Competitive Shares reported by NPD Consumer Panel

Survey, 12 Months ending October 2006.

Our Rank Among Top Footwear Retailers

Share of Footwear Sales by Retailer*

6

FASHION = $23.0B

ATHLETIC = $11.4B

Salon

Bridge

Impulse

Better

Comfort

Moderate

Junior

Mass

7

Review of BWS Financials

39 Weeks Ended

Consolidated Oct. 28, 2006 Oct. 29, 2005 % Chg.

Sales $1,831.7 $1,692.4 + 8.2%

Net Earnings

GAAP $52.1 $27.6 + 88.8%

Adjusted* $50.3 $42.9 + 17.2%

EPS

GAAP $1.80 $0.97 + 85.6%

Adjusted* $1.73 $1.51 + 14.6%

Gross Margin 39.1% 39.3%

Debt/Cap** 25.4% 39.0%

Cash Flow from

Operations $95.2 $81.9 + 16.2%

(all $’s in millions except EPS)

*See Appendix pg. 24 for reconciliation

**See Appendix pg. 23 for reconciliation

8

Review of BWS Financials

39 Weeks Ended

Oct. 28, 2006 Oct. 29, 2005 % Chg.

Famous Footwear

Sales $961.3 $903.0 + 6.5%

Operating Profit $67.4 $52.0 + 29.6%

Wholesale

Sales $686.3 $615.1 + 11.6%

Operating Profit* $53.2 $53.0 + 0.4%

Specialty Retail

Sales $184.1 $174.3 + 5.6%

Operating Profit ($3.4) ($16.0)** nm

*Includes $2.3 million in costs associated with the exit of the Bass license in 2006 and $0.6 million in

expenses related to Naturalizer turnaround initiatives for YTD 2005

**Includes $7.6 million in expenses related to Naturalizer turnaround initiatives for YTD 2005

(all $’s in millions except EPS)

9

Fourth Quarter 2006 & Full Year Guidance

Fourth Quarter 2006 EPS:

GAAP $0.48 to $0.53

Adjusted $0.65 to $0.70

Full Year 2006 EPS:

GAAP $2.28 to $2.33

Adjusted* $2.38 to $2.43

*See Appendix pg. 25 for reconciliation

10

Shaping our Platform for Growth

Sales and Operating

Earnings

Improvement for

BWS (millions $)

6.4%

7.6% 7.9%

12.2%

11.2%

0.0%

2.5%

5.0%

7.5%

10.0%

12.5%

2002 2003 2004 2005 2006

YTD

Department Store

Market Share

Improvement at

Wholesale*

Operating Margin

Improvement at

Famous Footwear

4.2%

4.8%

5.4% 5.6%

7.0%

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

2002 2003 2004 2005 2006

YTD

0

500

1,000

1,500

2,000

2,500

2002 2003 2004 2005 2006E

0

20

40

60

80

100

120

Sales Operating

Earnings

Net sales increased from

$

1.84

$

2.29 billion in

2005

Operating earnings

increased from $

71

$

89 million in 2005

Operating margin

steadily improving at

Famous Footwear

Wholesale market

share in dept. stores

nearly doubled

*

Reflects NPD Group Reported POS Dollar Volume.

Year-to-Date October 2006.

11

Brown Shoe Vision:

Brown Shoe Company is THE leading

footwear marketer, winning loyal customers

with compelling brands

12

Brown Shoe Pillars

Enabling Strategies Growth Strategies

Talent and Leadership

Thoughtful Planning and Rigorous Execution

Systems and Processes Best Practices

Cross-Company Synergies (Vertical and Horizontal)

Operational

Excellence

Platform

Optimization

Portfolio

Optimization

Market

Intelligence

Brand

Power

Consumer

Driven

Model

Brown Shoe is THE leading footwear marketer

winning loyal customers with compelling brands

Partnership

Model

Partnership

Initiatives

Growth 2 Great

13

Brand Power

Building differentiated, market-leading brands driven by consumer preference

Wholesale

1. Developed Brown Brand Building Model

2. Developing premier product and design capabilities

3. Making investments in marketing, research and talent

4. Refining Consumer-Driven Model:

5. Embracing leading-edge analytics and tools

New York Design Studio

Supply Chain

Factory Base

Demand Planning Line Planning

Retail Performance

14

Brands targeting key consumer segments…

Sexy, eye-catching,

styles that she can

wear with

everything from

jeans to dresses

Segment Needs Style Profile

Balancer

Leader

Sophisticate

Explorer

Brown Shoe

Brands

16%

Buying Power

(% Total female

spend)

BWS Consumer

18%

14%

24%

Sophisticated,

youthful, trendsetting

style that

stands out

Twist on basics

instead of trends,

quality brands

with understated

indulgence

“Trusted basics”

that prioritize

comfort and

quality

Seeks expressive,

youthful brands.

Wants to experiment

with fashion at an

affordable price.

Shops the most and

seeks attainable

luxury. Is willing to

pay for high quality

and high style.

Seeks fresh classics

and high quality.

Looks for good value.

Likes trusted,

accessible brands.

Looks for quality and

a balance of comfort

and style.

15

Brand Power

Building differentiated, market-leading brands driven by consumer preference

Creating Differentiation is key

Technology/redefining service

16

Increasing

Prospects for

Profitability

11/29/96 11/29/97 11/29/98 11/29/99 11/29/00 11/29/01 11/29/02 11/29/03 11/29/04 11/29/05

Growth

Survival

Rebuild

Improving

Core

Competencies

• Reorganization of

Executive Team

• Focus on core

activities

• Secured financing

and stabilized

liquidity

• IMPACT

• Key management

changes

• 1st Naturalizer re-sizing

and reorganization

• Growing portfolio

• Bennett acquisition

• Earnings

Enhancement Plan

• Strategy development

• Good to Great disciplines

• Portfolio Management

• Focus on best brands

and market opportunities

• Consumer-Driven

Wholesale Model

• Integrated, efficient

business model

• Naturalizer turnaround

Total Return:

1 Year = 72.7%

3 Year = 101.0%

5 Year = 392.7%

10 Year = 364.2%

Positioning for Growth

11/29/06

Share Price

At 11/27/06

17

Appendix

18

Sales and EPS - 2001 to Estimated 2006*

Earnings Per Share

-$0.50

$0.00

$0.50

$1.00

$1.50

$2.00

$2.50

2001 2002 2003 2004 2005 2006

* Note: Guidance was issued on November 21, 2006 and has not been updated.

Charges and recoveries included in net earnings and EPS for 2004, 2005 and estimated 2006, are listed in the

Reconciliation of Net Earnings to Adjusted Net Earnings in this Appendix.

Sales in Billions

Implement

Project

IMPACT

$2.38 -

$2.43*

Estimated Estimated

$0.0

$0.5

$1.0

$1.5

$2.0

$2.5

2001 2002 2003 2004 2005 2006

$2.22

$1.70

$1.66 $1.64

-$0.20

$2.28 -

$2.33

$2.5 Billion

GAAP EPS

Adjusted EPS $1.45

$1.53

19

Distinct Wholesale Portfolio - Projected for 2006

20

Famous Footwear -- Sales by category

Based on 12 months ended January 2006

29%

21%

17%

9%

5%

4%

15%

29%

21%

17%

9%

5%

4%

15%

Women’s Women’s

Men’s Men’s

Kid’s Kid’s

Athletic

Athletic

Accessories

Athletic

21

Brown Shoe 2006 YTD Performance

Success Metrics

1) Comp-store sales for Year-to-Date were up 3.5%

and Operating Profit increased 29.6%

2) Wholesale sales Year-to-Date grew 11.6% and we

have seen proven success in the Consumer-

Driven Model with strong performances at

Naturalizer, which maintained its #1

position in

Department Stores, and LifeStride

3) While the Brown New York brands continue to

provide upside opportunities, we are taking steps

to transition them to the Brown Consumer-Driven

Model. We have also made changes in leadership,

design talent, and the sourcing model

2006 Priorities and Growth Drivers

1) Increased traction at Famous Footwear

Comp-store sales planned at 2%-3%

2) Potential of new Wholesale "

sell-through" business

model

3) Opportunities from better-grade brands

4) Specialty Retail improvement 4) Posted Q3 operating profit of $

1

million and

store-for-store sales growth of 6%

5) Year-to-Date sales increased 80% 5) Continued e-commerce growth

22

Strategic Earnings Enhancement Plan

Estimated ranges for costs and benefits were as follows:

In 2006, benefits related to the strategic initiatives are expected to be minor

with after-tax implementation costs estimated at $

5

million;

In 2007, after-tax benefits are estimated to be $

10 million to $

12 million with

after-tax implementation costs estimated at $

16 million to $

18 million; and

Beginning in 2008, annual after-tax benefits are estimated to be $

17 million

to $

20 million.

Note: The above data, as provided in The Company’s November 21, 2006 Press Release for the

third quarter ended October 28, 2006, reflects then current estimates for costs and benefits related

to the initiatives. We expect to refine this information in the upcoming quarters and provide

updated guidance as appropriate.

23

Debt to Capital Ratio

(Millions of dollars, except for Debt to Capital Ratio)

Debt to Capital Ratio Oct-06 2005 2004 2003 2002 2001

Total Debt Obligations* 171 $ 200 $ 142 $ 120 $ 152 $ 216 $

Total Shareholders' Equity 500 434 391 350 292 253

Total Capital 671 $ 634 $ 533 $ 470 $ 444 $ 469 $

Debt to Capital Ratio** 25.4% 31.5% 26.6% 26.0% 34.0% 46.0%

* Total Debt Obligations include long term debt, borrowings under revolving credit agreement

and capital lease obligations.

** Total Debt Obligations divided by Total Capital

24

Reconciliation of GAAP Net Earnings to Adjusted Net Earnings:

1st Nine Months 2006 v. 1st Nine Months 2005

After-tax $

Per diluted

share After-tax $

Per diluted

share

Net earnings $52,129 $1.80 $27,634 $0.97

Strategic initiatives costs 1,231 0.04

Insurance recoveries, net (4,432) (0.15)

Costs related to withdrawal

from Bass license 1,400 0.04

Charges related to closing

Naturalizer stores 5,027 0.18

Tax provision related to

repatriation of foreign earnings 9,564 0.34

Bridge loan fee associated with

Bennett acquisition 635 0.02

Adjusted net earnings $50,328 $1.73 $42,860 $1.51

Nine Months 2006* Nine Months 2005

*First nine months fiscal 2006 includes stock option expense of $0.11 per share with no related expense in the first nine months of fiscal 2005

Non-GAAP Financial Measures

In this document, 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 historic and estimated future net earnings per diluted share excluding

certain 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 indicate underlying trends in the Company’s

business and provide useful information to both management and investors by excluding certain items that are not indicative of the Company’s core

operating results. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a

substitute for or superior to GAAP results.

25

Reconciliation of GAAP Net Earnings to Adjusted Net Earnings:

2004 - 2006 Estimated**

Net

Earnings EPS

Net

Earnings EPS

Net

Earnings EPS

GAAP Results $ 66.2 - 67.7 $ 2.28 - 2.33 41.0 $ 1.45 $ 43.3 $ 1.53 $

Special Charges and Recoveries:

Strategic Initiatives Costs 5.2 0.18 - - - -

Incremental Bass Exit Costs 2.3 0.07 - - - -

Insurance Recoveries (4.4) (0.15) - - - -

Naturalizer Restructuring - - 9.2 0.33 - -

Tax Repatriation - - 12.0 0.42 - -

Bridge Loan Fee - - 0.6 0.02 - -

Bass Transition Costs - - - - 3.5 0.12

Bond Guarantee Charge - - - - 2.2 0.08

Tax Reserve Recovery - - - - (1.0) (0.04)

Environmental Litigation - - - - 0.4 0.01

Adjusted Earnings $ 69.3 - 70.8 $ 2.38 - 2.43 62.9 $ 2.22 $ 48.3 $ 1.70 $

2006 Estimated Range

Low - High 2005 2004

(in millions, except EPS data)

*

*Full-year fiscal 2006 includes stock option expense of $0.15 per share with no related expense in 2005.

** Note: Estimated Earnings Guidance was issued on November 21, 2006 and has not been updated.

Non-GAAP Financial Measures

In this document, 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 historic and estimated future net earnings per diluted share excluding certain 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 indicate underlying trends in the Company’s business and provide useful information to both

management and investors by excluding certain items that are not indicative of the Company’s core operating results. These measures should be considered

in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.

26

Brown Shoe Vision

*Partnership Model

 *Continue path towards being a world-class partner holistically in the

 industry: Vendor, Supplier, Customer, Consumer, Real Estate, Investor

* Operational Excellence

 * Disciplined approach to profitability enhancement, efficiency and effectiveness

* Portfolio Optimization

 * Financial and market orientation

 * Maximize returns and market space opportunities

* Brand Power

 * Leverage our unique branded assets

 * Delivering consumer-driven brands to the marketplace

27

Brand Power

* Building differentiated, market-leading brands driven by consumer preference

1. naturalzier [logo]

•Sell-through model; Fresh trend-right product

•Extended brand essence to new categories and consumer

touchpoints

•Tightly-targeted consumer communications

•Improved product delivered when she wants to buy

•Model to be leveraged across all BWS wholesale

28

Brand Power

* Building differentiated, market-leading brands driven by consumer preference

2. Brown New York

•Allows us to play in new zones reaching new consumers

•Strong emotional connection with consumer

•Fashion/Style Credibility/Talent

•Brand extension potential

•Brown New York Transition work:

Identifying the problems Competing in the Present Winning in the Future

DEVELOPING A

PERSPECTIVE

Investigating the issues

INSTALLING THE PLATFORM

Becoming More Profitable

CREATING TRANSFORMATION

Strategic Branding

•Consumer Research

•New Leadership

•Organization structure

•Real Estate Transition

•Talent issues

•Inefficient processes

•Supply Chain opportunities

•Merchandising and planning

•Marketing -

reengage consumer

•New Design Talent, improved Product

Development process

•Next Generation Branding

•Elevate product execution, impactful

stories

•Take advantage of Global Sourcing

capabilities

2006 2007 2008

29

Brand Power

* Building differentiated, market-leading brands driven by consumer preference

3.Dr. Scholl's [logo}

•High brand recognition and strong equity

•97% brand awareness driven by insole TV and print advertising

•Partnerships with Wal-Mart and Schering-Plough

•Extend asset into new categories and channels

•Growth through vertical model

30

Brand Power

*Building differentiated, market-leading brands driven by consumer preference

4. Direct-to-Consumer

•pure play

•Branded web sites and multi-channel opportunities

•Growth by winning in new and emerging markets

Online Footwear: Projected to

be over $

6B market by 2011* $

1.0

$

1.7

$

2.8

$

3.2

$

3.7

$

4.2

$

4.8

$

5.5

$

6.3

2003 2004 2005 2006 2007 2008 2009 2010 2011

$

Billions

*

Source: Forrester

31

Brand Power

*Building differentiated, market-leading brands driven by consumer preference

5. Famous Footwear [logo]

 *Creating Differentiation is key

 *Technology/redefining service