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): June 7, 2010 (June 4, 2010)

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)

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

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

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

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

[Missing Graphic Reference]

Item 3.02 Unregistered Sales of Equity Securities

On June 4, 2010, Brown Shoe Company, Inc. (the “Company”) acquired, through a wholly-owned subsidiary, all of the outstanding shares of common stock of Edelman Shoe, Inc. (“Edelman Shoe”) from the stockholders of Edelman Shoe, which represent the remaining 50% interest of Edelman Shoe previously not owned by the Company, pursuant to a Stock Purchase Agreement dated June 4, 2010 by and among the stockholders of Edelman Shoe, Brown Shoe Investment Company, Inc. and the Company (the “Stock Purchase Agreement”).  The aggregate consideration for the shares of common stock of Edelman Shoe was approximately $39.6 million, consisting of approximately $31.7 million in cash and approximately $7.9 million in shares of the Company’s common stock, par value $0.01 per share (473,081 shares computed ba sed on the average closing price of the Company’s common stock on the New York Stock Exchange for the ten trading day period ending three days prior to the closing date).

The shares of the Company’s common stock were issued in reliance upon an exemption from registration available under Section 4(2) of the Securities Act of 1933, as amended.  The Company relied upon information provided by the stockholders of Edelman Shoe, including representations and warranties in the Stock Purchase Agreement.

Item 7.01 Regulation FD Disclosure

On June 7, 2010, the Company issued a press release (the “Press Release”) announcing, for the four-week period ending May 29, 2010 as compared to the four-week period ending May 30, 2009: i) a 16.9 percent increase in the Company’s consolidated net sales, ii) a 16.0 percent increase in same-store sales at the Company’s Famous Footwear division, iii) a 7.4 percent increase in same-store sales at the Company’s Specialty Retail division and iv) a 28.2 percent increase in net sales of the Company’s Wholesale Operations division. A copy of the Press Release is being filed as exhibit 99.1 hereto, and the statements contained therein are incorporated by reference herein.

Members of the executive management team of Brown Shoe Company, Inc. will present a business overview at the Piper Jaffray 30th Annual Consumer Conference held at the Westin at Times Square in New York City on Wednesday, June 9, at 2:30 p.m. Eastern Time and periodically over the next few weeks. The slide presentation for use in conjunction with these presentations is furnished as exhibit 99.2 hereto and is also available on the Company’s website via the following link: www.brownshoe.com/investor, although the Company.

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

(d) Exhibit
Exhibit Number	Description of Exhibits
99.1	Press Release dated June 7, 2010
99.2	Investor Presentation – June 2010

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: June 7, 2010	/s/ Michael I. Oberlander
	Michael I. Oberlander
	Senior Vice President, General Counsel and  Corporate Secretary

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release dated June 7, 2010
99.2	Investor Presentation – June 2010

EX-99.1

Exhibit 99.1

BROWN SHOE UPDATES SALES PERFORMANCE AND ANNOUNCES PARTICIPATION AT INVESTOR CONFERENCE

Consolidated Net Sales Increase 16.9 percent and Famous Footwear Comparable Same-Store Sales Increase 16.0 percent for the Four-Weeks Ended May 29, 2010

ST. LOUIS, MISSOURI, June 7 -- Brown Shoe Company, Inc. (NYSE: BWS) today announced that the Company will be presenting at the 30th Annual Piper Jaffray Consumer Conference held at the Westin Times Square in New York City on Wednesday, June 9, at 2:30 p.m. Eastern Time.  Ron Fromm, Chairman and Chief Executive Officer, and Mark Hood, Chief Financial Officer, will host the presentation. The presentation will be webcast live at www.brownshoe.com/investor.

In conjunction with the presentation, the Company plans to discuss its business strategies and recent sales performance from the month of May.  For the four weeks ended May 29, 2010, consolidated net sales increased 16.9 percent, reflecting the continued broad-based momentum across its portfolio.  The results were driven by a same-store sales increase at Famous Footwear of 16.0 percent, a same-store sales increase at its Specialty Retail division of 7.4 percent, and a gain of 28.2 percent from its Wholesale division.

About Brown Shoe Company, Inc.

Brown Shoe is a $2.3 billion global footwear company.  Brown Shoe’s Retail division operates Famous Footwear, a leading family branded footwear destination with over 1,100 stores nationwide and e-commerce site FamousFootwear.com, approximately 270 specialty retail stores in the U.S., Canada, and China primarily under the Naturalizer brand name, and footwear e-tailer shoes.com. Through its wholesale divisions, Brown Shoe designs and markets leading footwear brands including Naturalizer, Dr. Scholl's, Franco Sarto, LifeStride, Etienne Aigner, Sam Edelman, Via Spiga, Vera Wang Lavender and Buster Brown.  Brown Shoe press releases are available on the Company's website at www.brownshoe.com.

Contacts:
For investors:	For media:
Ken Golden	Erin Conroy
Brown Shoe Company, Inc.	Brown Shoe Company, Inc.
kgolden@brownshoe.com	econroy@brownshoe.com
314-854-4134	212-324-4515

EX-99.2

Exhibit 99.2

Investor Presentation

BROWN SHOE COMPANY, INC.

June 2010

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

This investor update 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) changing consumer demands, which may be influenced by consumers' disposable income, which in turn can be influenced by general economic conditions; (ii) the timing and uncertainty of activities and costs related to the Company’s information technology initiatives, including software implementation and business transformation; (iii) potential disruption to the Company’s business and operations as it implements its information technology initiatives; (iv) the Company’s ability to utilize its new information technology system to successfully execute its strategies; (v) intense competition within the footwear industry; (vi) rapidly changing fashion trends and purchasing patterns; (vii) customer concentration and increased consolidation in the retail industry; (viii) 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; (ix) the Company's ability to attract and retain licensors and protect its intellectual property; (x) the Company's ability to secure/exit leases on favorable terms; (xi) the Company's ability to maintain relationships with current suppliers; (xii) compliance with applicable laws and standards with respect to lead content in paint and other product safety issues; (xiii) the Company’s ability to successfully execute its international growth strategy; (xiv) the Company’s ability to source product at a pace consistent with increased demand for footwear; and (xv) the impact of rising prices in a potentially inflationary global environment.  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 30, 2010, 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.

-    June 7, 2010

NOTE:  During fiscal 2010, the Company did not issue formal earnings per share guidance for either full-year or quarterly results in its earnings releases and conference calls.  However, on May 26, 2010, it did supply a perspective on a number of operating metrics in its press release and conference call.  This presentation does not represent an interim change, update, or affirmation of the metrics presented on May 26, 2010.  

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BROWN SHOE      THE LEADER IN FOOTWEAR

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Brown Shoe

At a glance

§   Inspiring people to feel good and live better…feet first through a powerful portfolio of global brands consumers love and trust

§   Famous Footwear – leading family branded footwear retailer

§   Naturalizer – one of the world’s largest women’s brands

§   Dr. Scholl’s – iconic global comfort brand

§   Wholesale portfolio of leading fashion brands

§   Diversified, Synergistic Global Business Model

§   Multi-channel platform

§   Appx.1,400 stores in US, Canada, and China

§   Brand portfolio that spans consumer segments, categories, channels, and geographies

§   Powerful Direct-to-Consumer platform

§   Vertical brands

§   Global sourcing, design, and distribution expertise

§   More than 700 people in sourcing offices in China

§   Leading-edge design studios and product development capabilities

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BROWN SHOE      THE LEADER IN FOOTWEAR

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Brown Shoe

Current Initiatives

§   Enhancing Retail Productivity

§   Improving store-level economics through greater conversion and increased transaction value

§   Increasing productivity of real estate portfolio

§   Long-term target of $200+/sqft at Famous Footwear

§   Leveraging strong multi-channel platform to reach consumers across shopping occasions

§   Driving Wholesale Growth

§   Enhancing product innovation and trend-right product styling across brands

§   Growth of Naturalizer, Dr. Scholl’s, and contemporary fashion

§   International expansion

§   Sharpening Focus and Increasing Investment in Marketing

§   Investing in and growing the core – Famous Footwear, Naturalizer, Dr. Scholl’s

§   Evolution of “Make Today Famous”

§   Expansion of direct media across portfolio – more intimate dialogue with consumers

§   Focused on Achieving Top Quartile Operating Performance Over The Next Few Years

§   Driving efficiencies from recent infrastructure investments

§   Balancing earnings and investments for growth

§   Long-term targets of high-single digit operating margins and mid- to high-teens return on invested capital

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Our Partners

DSW

JCPenney

Kohl's

Target

Bon*ton

Bloomingdale's

Ross

Shoe Carnival

Sears

Neiman Marcus

Nordstrom

Macy's

Shoebuy.com

TJ Maxx

Payless Shoesource

Walmart

Zappos.com

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Our Brands

Etienne Aigner

Via Spiga

Famous Footwear

NaturalSoul by Naturalizer

Buster Brown & Co.

LifeStride

Naya

Franco Sarto

Sam Edelman

Naturalizer

Nickels

Dr. Scholl's

Fergalicious by Fergie

Fergie

Vera Wang Lavender

Zodiac USA

NaturalSport

The Original Dr. Scholl's

Hot Kiss

Carlos by Carlos Santana

Shoes.com

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Powerful Brands &

Via Spiga

Franco Sarto

Vera Wang Lavender

Sam Edelman

Fergie

Etienne Aigner

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Trend-Right Product

Carlos by Carlos Santana

Zodiac USA

LifeStride

The Original Dr. Scholl's

Naturalizer

Dr. Scholl's

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Famous Footwear [logo]

[logos of brands sold]

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Famous Footwear

§   Great Brands, Great Value

§   Leading family branded footwear retailer with over 1,100 stores in all 50 states

§   More than 80 top fashion and athletic footwear brands including Nike, Skechers, New Balance, DC, adidas, Converse, Dr. Scholl’s, Reebok, Steve Madden, Puma, Naturalizer, and LifeStride

§   Strong Sales Momentum

§   Same-store sales increases of 15.5%, 9.0%, and 4.7% in last three quarters, respectively, with record quarterly net sales performances in the last two

§   Driven by high-demand product offerings, enhanced store and online environments, and impactful consumer engagement

§   Connecting With Consumers by Making Their Day Famous

§   Overarching “Make Today Famous” brand communications platform - highlighting great brands, value, and inspiring a woman’s walk through life

§   Supported by 360 degree consumer communications: In-store, national TV, radio, print, viral marketing, social networking

§   Leading the Charge in Fitness Category

§   Strong connection with Famous Footwear consumer and longstanding partnerships with leading fitness brands

§   Mind, Body, Sole Tour launched in Spring ’10.  Places fitness category into the context of the Famous Footwear brand and enhances in-store presentation.  Partnering with Ali Vincent, the first female winner of NBC’s The Biggest Loser, as “Famous Footwear Ambassador”

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MAKE TODAY SPLASH

MAKE TODAY LIVELY

MAKE TODAY FLY

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MAKE TODAY SING

MAKE TODAY MOVE

Ali Vincent is on a mission

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[graphics]

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naturalizer

§   Global brand with distribution in 47 countries

§   Approximately $500 million in net sales at retail around the world

§   Broad-based success in last two quarters across multi-channel platform with double digit all-in net sales increases

§   Top 4 women’s fashion brand across domestic channels*

§   Increasing control over wholesale inventory quality and pricing in partnership with key retailers, allowing us to improve the natural margins of the business through enhanced sell-thru’s

§   Lifestyle Brand

§   Delivering a strong value proposition for consumers with comfort, style, and quality…Work, Play, Everyday

§   Healthy living lifestyle is at the heart of Naturalizer’s brand heritage

§   Strong consumer response to evolution of N5 comfort technology system

§   Global design studio

§   Growing Naturalizer Brand Family

§   New premium comfort, eco-friendly brand, Naya, launched in Spring 2010 and distributed in select better department stores, dot-com’s, and independents

*Q1’10 according to NPD’s POS Retail Tracking Service

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International

[graphics ] Paramus, NJ

[graphics] Tokyo, Japan

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Multi-channel Platform

[graphics ]

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[graphics] From THE MAKERS OF The Original EXERCISE SANDAL - Dr. Scholl's

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Dr. Scholl's

§   Iconic Global Brand

§   For over 100 years, Dr. Scholl’s has been a leading global health and wellness brand helping consumers live better

§   The brand spans gender, age, distribution channels, and categories  (fashion, athletic, healthy living, casuals, sandals, slippers, boots, and work)

§   In North America, Dr. Scholl’s footwear has a presence in over 8,000 retail doors

§   Striving to Deliver the Most Comfortable Shoes in the World

§   Powerful consumer brand with global distribution

§   Innovative consumer benefits through technology, proven comfort, and insole solutions

§   Exceptional value driven by design and sourcing competencies

§   Delivering the Promise of the Dr. Scholl’s Brand

§   Unique, proprietary comfort technology and design

§   Leveraging consumer and product learnings across categories to drive quality, comfort, foot health, and value

§   Growth in the Mid-Tier

§   Strengthening partnership with Walmart – Dr. Scholl’s focus shops and branded presentations in approximately 3,000 Walmart stores

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Brown Shoe

Appendix

21

Outlook:

The Company has provided perspective on certain operating and balance sheet metrics to enhance transparency and provide insight into management expectations.  The below metrics were provided on May 26, 2010 and this should not be considered an interim change, update, or affirmation of these metrics.  All following metrics are for the full year 2010 unless otherwise noted.

Consolidated Net Sales:	Expected to grow in the high single- to low double-digit range for the full year 2010 and an increase in the low- to mid-teens range in the second quarter
Famous Footwear:	Same-store sales for the full year 2010 are expected to grow in the high single-digit range, with second quarter same-store sales expected to increase in the low- to mid-teens range.  Expected to open 25 new stores during the year, while closing 50 stores
Wholesale:	Net sales are expected to grow in the low- to mid-teens range for the full year 2010 with mid- to high-teens growth in the second quarter
Selling and Administrative Expenses:	37.5% to 38.0% of net sales, includes approximately $7.0 to $7.5 million in expense for IT initiatives
Depreciation & Amortization*:	$49 to $51 million
Interest Expense, Net:	$19.5 to $20.5 million
Taxes:	Rate of 37.0% to 37.5%
Capital Expenditures**:	$62 to $65 million, primarily related to information technology initiatives, new stores and remodels, and general infrastructure

*Excludes amortization of debt issuance costs

**Includes purchases of property and equipment and capitalized software

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Review of Brown Shoe Results

		52 Weeks Ended	52 Weeks Ended
(all $'s in millions except EPS)		May 1, 2010	May 2, 2009	% Chg.
Net Sales		$2,300.9	$2,260.6	1.8%
Operating Earnings (Loss)
	GAAP	$60.0	($194.0)	++
	Adjusted**	$71.0	$20.4	248.2%
EPS*
	GAAP	$0.63	($3.56)	++
	Adjusted**	$0.79	$0.28	182.1%
Gross Profit Rate		41.0%	38.7%
Adjusted EBITDA**		$122.2	$74.5	64.2%

*Diluted earnings (loss) per common share attributable to Brown Shoe Company, Inc. shareholders (hereafter “Earnings (Loss) Per Diluted Share”)

**See following pages for reconciliation

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Operating Results By Segment

Trailing 52 Weeks

	Famous Footwear		Wholesale Operations		Specialty Retail
	52 Weeks Ended	52 Weeks Ended	52 Weeks Ended	52 Weeks Ended	52 Weeks Ended	52 Weeks Ended
	May 1, 2010	May 2, 2009	May 1, 2010	May 2, 2009	May 1, 2010	May 2, 2009
Net Sales	$1,408.2	$1,318.7	$637.7	$695.0	$255.0	$246.9
Gross Profit	$620.6	$571.0	$213.0	$201.3	$108.9	$101.7
Gross Profit Rate	44.1%	43.3%	33.4%	29.0%	42.70%	41.2%
Operating Earnings (Loss)	$69.8	$22.4	$43.9	($110.8)	($10.9)	($32.1)
Operating Earnings (Loss) %	5.0%	1.7%	6.9%	-15.9%	-4.3%	-13.0%
Restructuring and Other Special Charges:
IT Initiatives	-	-	$0.5	($0.1)	-	-
Impairment of Goodwill and Intangible Assets	-	$3.5	-	$129.1	-	$16.6
Expense & Capital Containment Initiatives	-	$3.8	-	$14.3	-	$0.6
Total Restructuring and Other Special Charges	-	$7.3	$0.5	$143.3	-	$17.2
Adjusted Operating Earnings (Loss)	$69.8	$29.7	$44.4	$32.5	($10.9)	($14.9)
Adjusted Operating Earnings (Loss) %	5.0%	2.3%	7.0%	4.7%	-4.3%	-6.0%

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Reconciliation of GAAP to Adjusted (Non-GAAP) Earnings

	52 Weeks Ended May 1, 2010			52 Weeks Ended May 2, 2009
(Thousands)	Operating Earnings (Loss)	Net Earnings (Loss) Attributable to Brown Shoe Company, Inc.	Diluted Earnings (Loss) Per Share	Operating Earnings (Loss)	Net (Loss) Earnings Attributable to Brown Shoe Company, Inc.	Diluted (Loss) Earnings Per Share
GAAP earnings (loss)	$60,018	$27,149	$0.63	($194,028)	($148,036)	($3.56)
Charges / Other Items:
Impairment of goodwill and intangible assets	–	–	–	$149,150	119,203	2.87
Expense and capital containment initiatives	–	–	–	$30,876	19,091	0.46
Headquarters consolidation	(1,864)	(1,139)	($0.03)	$28,048	17,161	0.41
IT initiatives	8,266	5,274	0.12	$6,355	4,085	0.10
Organizational changes	4,624	2,825	0.07	–	–	–
Total charges / other items	11,026	6,960	0.16	214,429	159,540	3.84
Adjusted earnings	$71,044	$34,109	$0.79	$20,401	$11,504	$0.28

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 (loss) and earnings (loss) per diluted share adjusted to exclude 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 identify underlying trends in the Company’s business and provide useful information 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 f or or superior to GAAP results.

25

Reconciliation of Operating Earnings (Loss) to Adjusted EBITDA

(Millions of dollars)

	52 Weeks Ended	52 Weeks Ended
	May 1, 2010	May 2, 2009
Operating Earnings (Loss)	$60.0	($194.0)
Special Charges*	11.0	214.4
Adjusted Earnings Before Interest and Taxes (EBIT)	71.0	20.4
Depreciation & Amortization**	51.2	54.1
Adjusted EBITDA	$122.2	$74.5

*Includes impairment of goodwill and intangible assets and net restructuring and other special charges; see details on page 25

**Excludes amortization of debt issuance costs

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 (loss) and earnings (loss) per diluted share adjusted to exclude 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 identify underlying trends in the Company’s business and provide useful information 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.

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[BWS LOGO]

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