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) September 28, 2011

(September 28, 2011)

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))

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Item 7.01.                       Regulation FD Disclosure.

Members of the executive management team of Brown Shoe Company, Inc. (the “Company”) will present a business overview to analysts and investors at the Telsey Advisory Group's 2nd Annual Fall Consumer Conference on Wednesday, September 28, 2011. 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.

In accordance with General Instruction B.2. of Form 8-K, the information contained in Item 7.01 and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.   Financial Statements and Exhibits.

(d)	Exhibit
	99.1	Investor Update – Brown Shoe Company, Inc. – September 28, 2011

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SIGNATURES

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

	BROWN SHOE COMPANY, INC.
	(Registrant)
Date:  September 28, 2011	/s/ Michael I. Oberlander
	Michael I. Oberlander
	Senior Vice President, General Counsel and      Corporate Secretary

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INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Investor Update – Brown Shoe Company, Inc. – September 28, 2011

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EX-99.1

[Brown Shoe Logo]

INVESTOR UPDATE

Diane Sullivan,

President and CEO

September 2011

[Brown Shoe Logo]

SAFE HARBOR STATEMENT

UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This presentation 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 risks include (i) changing consumer demands, which may be influenced by consumers' disposable income, which in turn can be influenced by general economic conditions; (ii) potential disruption to Brown Shoe’s business and operations as it integrates ASG into its business; (iii) potential disruption to Brown Shoe’s business and operations as it implements its information technology initiatives; (iv) Brown Shoe’s ability to utilize its new information technology system to successfully execute its strategies, including integrating ASG’s business; (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 the continued and uninterrupted flow of inventory from China, where ASG has manufacturing facilities and both ASG and Brown Shoe rely heavily on third-party manufacturing facilities for a significant amount of their inventory; (ix) the ability to recruit and retain senior management and other key associates; (x) the ability to attract and retain licensors and protect intellectual property rights; (xi) the ability to secure/exit leases on favorable terms; (xii) the ability to maintain relationships with current suppliers; (xiii) compliance with applicable laws and standards with respect to lead content in paint and other product safety issues; (xiv) the ability to source product at a pace consistent with increased demand for footwear; (xv) the impact of rising prices in a potentially inflationary global environment; and (xvi) the ability of Galaxy International to obtain financing and to close on the purchase of AND 1. 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 29, 2011, 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.

* In this investor update, 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 earnings (loss) per diluted share adjusted to exclude certain charges and recoveries, which is a non-GAAP financial measure. These results are included as a complement to results provided in accordance with GAAP because management believes this non-GAAP financial measure helps to identify underlying trends in the Company’s business and provides useful information to both management and investors by excluding certain items that may not be indicative of the Company’s core operating results. This measure should not be considered a substitute for or superior to GAAP results.  Please see Schedule 4 to the Company’s Aug. 25, 2011, press release for a reconciliation of this non-GAAP measure to the GAAP measure.

[Brown Shoe Logo]

BROWN SHOE COMPANY

AT A GLANCE

•   FOOTWEAR LEADER

–   $2.5B in 2010 net sales, up 11.7% YoY

•   Adjusted EPS of $0.97, up 143% YoY

–   130+ years of experience, product innovation

–   > 1,300 Famous Footwear and Naturalizer retail stores

–   Design, source, market wholesale brands

•   FOCUSED ON KEY PLATFORMS

–   Family

•   Famous Footwear:  leading family branded footwear retailer

–   Healthy Living

•   Naturalizer:  one of largest women’s comfort brands

•   Dr. Scholl’s:  iconic health, wellness brand

•   Avia and rykä:  lifestyle athletic brands

–   Contemporary Fashion

•   Leading brands:  Via Spiga, Vera Wang Lavender, Sam Edelman,  Franco Sarto, among others

Net Sales Mix

US$M

$1,400

$1,200

$1,000

$800

$600

$400

$200

$0

2H'09 27% Wholesale 73% Retail

1H'10 30% Wholesale 70% Retail

2H'10 30% Wholesale 70% Retail

1H'11 36% Wholesale 64% Retail

[Brown Shoe Logo]

BROWN SHOE COMPANY

STRATEGIC APPROACH

•   MISSION

–   To inspire people to feel good and live better...feet first!

•   VISION

–   A powerful portfolio of footwear-authentic retail and wholesale brands that build deep consumer connections and create shareholder value

•   VALUES

–   Consumer first

–   Innovation

–   Collaboration

–   Commercial mindset

–   Partnership

–   Integrity

–   Accountability

Three Targeted Consumer Platforms

HEALTHY LIVING

PRODUCT INNOVATION

[Naturalizer logo]

[Dr. Scholl's logo]

[Avia logo]

[ryka logo]

CONTEMPORARY FASHION

DESIGN CAPABILITIES

[Via Spiga logo]

[Vera Wang Lavender logo]

[Sam Edelman logo]

[Franco Sarto logo]

FAMILY

CASUAL & FITNESS LIFESTYLE

[Famous Footwear logo]

[Brown Shoe Logo]

CORPORATE UPDATE

•   2Q’11 RESULTS

–   Net sales $628.1M, up 7.2% YoY

•   Adjusted EPS ($0.06)

–   $0.06 corporate-wide toning inventory write down

–   $0.07 of SAP stabilization costs

•   Famous Footwear down slightly

–   Toning declined by half  

–   Running up nearly 30%

–   Sandals up 5.5%, picking up pace from 1Q

–   Boot strength continues, up 10%

•   Wholesale up nearly 25%

–   Contemporary Fashion brands key contributors

•   Specialty Retail up slightly

–   Strength at FamousFootwear.com and Naturalizer.com

•   EXPECTATIONS FOR BACK HALF

–   Eyes wide open regarding macro challenges

–   Working to offset potential economic decline

•   Targeting costs and expenses

•   Completing brand review

[Brown Shoe Logo]

COMPLETING BRAND REVIEW

SUMMARY OF AND 1 DEAL

•   SALE OF AND 1 TO GALAXY INTERNATIONAL FOR $55M IN CASH

–   Expected to close within 45 days(1)

–   Use proceeds to pay down debt

•   AND 1 PART OF $145M ASG ACQUISITION(2)

–   ASG net sales of $232M(3)

–   EBITDA of ~$29M(3)

•   AND 1:  GLOBAL MEN'S PERFORMANCE BASKETBALL BRAND CATERING TO PLAYERS AND ENTHUSIASTS

–   More specialized athletic product

–   Not cleanly aligned with our target strategy

–   Better fit for dedicated resources

Targeted Consumer Platform

HEALTHY LIVING

PRODUCT INNOVATION

[Naturalizer logo]

[Dr. Scholl's logo]

[Avia logo]

[ryka logo]

(1) Of announcement on 8.25.11; (2) Plus assumed debt; (3) Most recent fiscal year

[Brown Shoe Logo]

WHOLESALE BRAND REVIEW

CONTINUING TO EVOLVE AND ACCELERATE KEY BRANDS

•   DIVERSIFYING BRANDED PORTFOLIO...

CAPTURING HIGHER MARGINS...

ENGAGING CONSUMERS...  

–   2004: predominantly private label

•   FY’04 revenue of $615.9M

–   Contemporary Fashion ~3%

•   FY’10 revenue of $754.4M

–   Contemporary Fashion ~33%

–   2005: strategic decision to follow consumer

•   Access to better brands via Bennett acquisition

–   2007 to 2010: acquired Sam Edelman, added Vera Wang Lavender

–   Today:

•   Focus on faster-growing, higher-margin brands

•   Expanding on best practices

•   Conducting portfolio review

[Brown Shoe Logo]

FAMOUS FOOTWEAR

BACK-TO-SCHOOL UPDATE

•   LATER START OF B-TO-S

–   Part of gradual long-term trend

–   Consumer shift in timing

–   Famous Footwear marketing coordinated around change

•   As planned, BOGO back

•   CONTINUE TO TRACK TO AUGUST RESULTS

–   Acceleration in early September

•   Up against great comps

•   Continued gross margin pressure

–   Managing costs

•   WEEK 29 LARGEST IN HISTORY

–   Close to $50M for first time ever

–   Up ~5% over same week in 2010

[Famous Footwear logo]

[Brown Shoe Logo]

FAMOUS FOOTWEAR

2Q’11 REAL ESTATE UPDATE

•   12 NEW STORES, CLOSED 8 STORES

•   TTM REVENUE PER SQ. FT. OF $186

–   Stores opened YTD’11 averaging $211 per sq. ft.

•   Performing at or better than plan  

•   AGGRESSIVE MARGINAL STORE REVIEWS

–   Exiting unprofitable leases

•   DISCIPLINE AROUND REAL ESTATE PORTFOLIO

–   Focused on actively managing portfolio

–   Taking advantage of market conditions

•   OPENING 50 NEW STORES IN 2011

–   Closing 40 to 45

[Brown Shoe Logo]

STRATEGY SUMMARY

•   ALIGN RESOURCES TO ACHIEVE STRATEGIC AND FINANCIAL GOALS

–   First step with sale of AND 1  

–   Completing portfolio review

•   Continuing to evaluate brands/businesses

•   TARGET THREE KEY CONSUMER PLATFORMS

–   Family  

–   Contemporary Fashion

–   Healthy Living

•   FOCUS ON IMMEDIATE GOALS

–   Delivering 3Q’11 and 4Q’11 results

–   Finalizing SAP stabilization

–   Integrating ASG

–   Removing costs and reducing SG&A

–   Developing plans for 2012

[Brown Shoe Logo]

EXPECTATIONS

SECOND HALF AND FULL YEAR GUIDANCE

2H'11

Consolidated net sales $1.42 to $1.45B

Adjusted diluted EPS $0.76 to $0.88

2H'10

Consolidated net sales $1.3B

Adjusted diluted EPS $0.56

FY'11

Consolidated net sales $2.68 to $2.71B

Adjusted diluted EPS $0.85 to $0.97

FY'10

Consolidated net sales $2.5B

Adjusted diluted EPS $0.97

2H NET SALES

US$B

$1.5

$1.4

$1.3

$1.2

$1.1

$1.0

2H'10 Actual $1.30

2H'11 Low Est. $1.42

2H'11 High Est. $1.45

2H EPS

US$

$1.00

$0.75

$0.50

$0.25

$0.00

2H'10 Actual $0.56

2H'11 Low Est. $0.76

2H'11 High Est. $0.88

FY NET SALES

US$B

$2.8

$2.6

$2.4

$2.2

$2.0

FY'10 Actual $2.50

FY'11 Low Est. $2.68

FY'11 High Est. $2.71

FY EPS

US$

$1.00

$0.75

$0.50

$0.25

$0.00

FY'10 Actual $0.97

FY'11 Low Est. $0.85

FY'11 High Est. $0.97

[Brown Shoe Logo]

THANK YOU

For more information on Brown Shoe Company, please contact Peggy Reilly Tharp, vice president of Investor Relations, at ptharp@brownshoe.com