Good morning. My name is Carmen, and I will be your conference operator today. At this time, I would like to welcome everyone to the second quarter 2013 earnings conference call. [Operator Instructions] I would now like to turn the call over to Peggy Reilly Tharp. Thank you. You may begin your conference.

Thank you, Carmen. Good morning, and thank you for participating in the Brown Shoe Company's Second Quarter 2013 Earnings Call, which is being made available to the public via webcast. I'm Peggy Reilly Tharp, Vice President of Investor Relations for Brown Shoe Company. Earlier today, we distributed a press release with detailed financial tables, which is available on our website at brownshoe.com. In addition, slides are available on our website for you to reference during today's call. Please be aware that today's discussion contains forward-looking statements, which are subject to a number of risks and uncertainties. Actual results may differ materially due to various risk factors, including, but not limited to, the factors disclosed in the company's Form 10-K and other filings with the U.S. Securities and Exchange Commission. Please refer to today's press release and our SEC filings for more information on risk factors and other factors that could impact forward-looking statements. Copies of these reports are available online. The company undertakes no obligation to update any information discussed on this call at any time. Joining us today on the call are Diane Sullivan, President and Chief Executive Officer; Russ Hammer, Chief Financial Officer; and Rick Ausick, President of Famous Footwear. Today, we'll begin with a strategy review from Diane, followed by a financial summary from Russ, before turning the call back over for Q&A. I would now like to turn the call over to Diane Sullivan.

Good morning, and thanks for joining us today as we report another strong quarter of Brown Shoe Company results. Second quarter consolidated sales of $621.7 million were up 10% over last year, and that does exclude sales from discontinued brands. Adjusted earnings per share of $0.33 were up 106%, as we continue to incrementally benefit from our Famous Footwear real estate, inventory assortment and marketing efforts, while making good strides with our Healthy Living and Contemporary Fashion wholesale portfolios as well. For about 1 year now, I've been telling you that Famous is the leading indicator that our strategic initiatives are working. But with our second quarter results, it's clear our success is becoming somewhat more broad-based, spanning both retail and wholesale, as we continue to deliver against our strategic plans and long-term goals. Let's drill down a bit starting with Famous Footwear, where we saw continued strength in same-store sales, up 6.8% for the quarter and 4% for the first half of the year. Total sales at Famous were $388.2 million, while operating profit of $29 million was up 41%, and both of these are second quarter records. Weather remained unpredictable in the quarter and we saw a related decline in traffic. However, all of our other key indicators were positive, especially our conversion rate, which was up 6.3%. We believe our improved conversion rate is due to solid performance in key categories during the quarter. Women's and kids sandals were both up 10%, and we also saw good overall athletic sales, up 7% in total, with men's, women's and kids all contributing to this growth. Canvas outperformed in the quarter as well, up 26%. Color continued to drive interest in canvas and other styles, including accessories, which were up 8%. As you might expect, boots have continued to…

Thank you, Diane and thank you, everyone, for joining us on both the call and the webcast. We certainly appreciate it. We're pleased with how we delivered in the first half in a challenging environment. The second quarter was another proof point that we have the right strategies and the right products to deliver consistently on our promises to our shareholders. The execution of our strategies has delivered the results for our shareholders over the past 6 quarters, but we still have much work to do. Although Diane briefly reviewed our consolidated sales, I'd like to add a little more color. For the second quarter, we reported net sales of $621.7 million versus $564.9 million in the prior year, and both amounts excluded sales from discontinued operations. As a reminder, and to provide further clarity, discontinued operations include the Avia, Nevados, Vera Wang and Aigner brands. However, results for the second quarter included sales of approximately $1 million for brands and businesses we have exited. In the second quarter of last year, this amount was $2.8 million. The brands and businesses we've exited include our FX LaSalle and Brown Shoe Closet sales, and also our children and women's specialty wholesale brands. We will lap [ph] most remaining sales for these brands and businesses in the third quarter of this year. On a GAAP basis, we reported net earnings of $15.4 million in the second quarter, or $0.35 per diluted share, versus a loss of $2.5 million in the prior year, or $0.06 per diluted share. Second quarter 2013 results included pretax portfolio realignment costs of $1.8 million, while the second quarter 2012 included portfolio realignment and other organization change costs of $14.6 million, also on a pretax basis. On an adjusted basis, earnings in the second quarter improved 108% to…

[Operator Instructions] Your first question comes from the line of Jeff Stein with Northcoast Research.

SG&A, looking at your guidance on SG&A. It looks like you've -- since first quarter, you've taken that number up $10 million to $15 million. Wondering, first, if you can address that, where that's coming from?

Sure. So most of that, in the second quarter, if you remember the last earnings call, we told everybody about the Good Morning America marketing spend that we'd be doing. So that is part of the increase in the second quarter, and we will see that ratchet down. We do have some of the Good Morning America in the third quarter, but most was in the second quarter. And the other piece of that is just the variable expenses that go with the back-to-school and the strong performance we saw at Famous, so we have variable expenses that will go up and down with the business.

Got it. Got it. And just kind of curious, you're looking -- essentially, you're implying a down second half of the year, and I understand part of that from the revenue shift from 1 quarter to another. But still, it sounds like with Wholesale now beginning to turn and good back-to-school results that -- I mean, are you being conservative or just cautious?

Yes, I think there are 2 things there. One, remember the shift also that left third quarter, Jeff, into second quarter where last year that was the opposite, so that's part of why you're seeing that performance down in the second half. And then we still have over half the year ahead of us. And our biggest quarter, as you know, is the third quarter and we're cautious as we go into it. This environment of retail is uncertain.

Jeff, it's Diane. I think the other thing, too, if you think about the top end of the guidance, the $1.32, that's close to a 17% increase over our earnings last year, too. So all in for the year, it's a pretty good performance, and we have to see the whites of their eyes to do any more than that at this point, sitting here on August 27, I think it is. So that -- so I don't think we're being conservative when we look really all in last year.

Okay. Wondering if you could talk about your deal with Target and how that is progressing? And then, also, talk about the potential that you see you next year for the Sam Edelman lifestyle royalty agreement, I guess, for lack of better understanding on that, and how that might be able to -- how that may impact your results next year?

Yes. Well, obviously, we're very excited about the Sam Edelman business. Sam & Libby and the teams have done a terrific job of really expanding beyond just a footwear business into more of a lifestyle brand. So we continue to think that investment in that brand is a good idea. So not only with Target, which by the way, yes, the performance of our business there has been very good. It's going to continue to be -- that probably about that size or even larger as we move into next year. It's hard to know yet until, again, all the orders are in, but we're very encouraged with the sell-throughs and the performance. And the Target team has just been terrific. So we have a lot of good vibes about that. And then with Kellwood, we just announced it, Jeff. So Sam [ph] and Lynn Shanahan from Kellwood and the team are just in the process of putting those plans together. So it's probably a little early for me to comment on the total impact. But clearly, all of those things, all the categories will work together beautifully to really have a much stronger presence of the Sam Edelman brand beyond just the footwear locations. And maybe the last thing I didn't mention in the script, we are looking at additional stores for Sam as well. So we signed a lease for a store in L.A. and we continue to look for the right locations, including shop-in-shops and so -- with some of our retail partners. So we are really making sure that we invest in that business and drive the growth there.

Okay. Also, thank you for providing a little more detail on the breakdown of Wholesale between your Healthy Living and Contemporary Fashion. I'm wondering, do you have those numbers for first quarter, so we might begin to develop a more detailed model? And also, wondering if you could comment on how much Via Spiga was down during the second quarter?

So we do have those and we can provide those to you. And the Via Spiga was down in the quarter, as Diane mentioned, we continue to see that softness from the early spring season. I don't think that we're going to break out any more detail on that at this time, though.

Okay. Well, just -- you did provide the detail on the other brands, that's the only reason I'm asking. I mean, was it down double digits?

Yes, sure. It was down double digits.

Your next question comes from the line of Scott Krasik with BB&T Capital Markets. Scott D. Krasik - BB&T Capital Markets, Research Division: So first, for the Famous team, just coming back from platform and the shows, do you feel like boat shoes and canvas, those sort of big mega trends that worked for spring for the last 2 or 3 years, will those continue? Do you see any new big trends happening? Do see fatigue in those that have carried the comps?

Scott, it's Rick. I guess, we worry about it. I'm not sure we see it. I think it's a matter of balancing. I think we had a very strong boat shoes business for back-to-school. It's probably our third or fourth as we built that. But it's also been a build we didn't -- we've added stores and product selection there. So will it be as strong next year, I think that's still a question. I think we'll look at it and see. The canvas business really is surprisingly strong, and I think that will continue next year for sure. We've got -- with the addition of other brands and stronger brand presence with new partners, or additional business with new partners, we haven't hurt our core business. That's the thing that's been surprising to me. So I think as long as we start seeing that, we think it still time to invest. Scott D. Krasik - BB&T Capital Markets, Research Division: Good. Okay. No, that's helpful. And then, Diane, I'm intrigued by your shop-in-shop comment about Sam. Would that be with a large department store that you're currently in, or a large department store that you're currently not in?

It's probably both. I think it's both. We haven't worked out all the details, but yes, it would be both. Scott D. Krasik - BB&T Capital Markets, Research Division: That's exciting. And then in terms of license categories, sportswear was great. When, exactly, will that be in a meaningful number of stores? And then, did it make sense to do sportswear before you do accessories? I would think handbags would be a category you'd try and jump into.

Yes, well, we're there and we're there with jewelry. We haven't talked a whole lot about it, so we do have handbags, we do have jewelry, we do have outerwear. So it did feel like the right time now with Kellwood. And as I mentioned to Jeff, I would share it with you, I just think it's a little early for me to tell you what kind of a -- would it have an upscale to have an impact, a material impact on our performance. I don't know yet. But certainly, we're launching for spring -- I think it's spring '14 or fall '14. So as soon as I know, we'll of course update you.

Your next question comes from the line of Danielle McCoy with Brean Capital.

Wondering if you could give a little bit more color on some of the enhancements you've been making within the Healthy Living segments and with some of the contemporary brands and -- because we saw like a really powerful performance this quarter. I was wondering if you could just elaborate on that a little bit more.

Yes, in the Contemporary Fashion part, it's actually kind of easy to comment on because it was really driven by the 2 biggest brands in that -- of the 5 in that segment, which was Franco and Sam. And I think, Danielle, you know pretty well about what we've been doing with the Sam Edelman brand and really expanding that as a brand family and to Circus by Sam Edelman, the work we do with Target then and the core business. So that's been -- that's really helped field the growth. And then the Franco Sarto business has been just really picking up very, very nicely, as Jay and Donna and the teams have really -- at Franco have really focused on creating a much more modern, relevant comfortable footwear to wear. And it's just been amazing, the sell-throughs that we've seen there. It's a terrific -- it represents a great value in the marketplace, so Contemporary Fashion easier. And then on the Healthy Living side, it really is, with respect to Naturalizer, we've had a couple of -- 4 quarters, frankly, in 2012 for lots of different reasons, and so we really are sort of getting our mojo back there. I don't know that there's any specific thing other than great product, great quality, shoes that fit, very comfortable and then launching the [indiscernible] line, which the team did this year as well, which is a more sports look, so I think that's helped. And then Scholl's has been on track for a while to really expand beyond Wal-Mart and make sure we get -- develop a business beyond that, and Keith and his team has done a great job there. And then LifeStride, Deb's [ph] continued to drive that business extremely well, always a strong performer and a real strong operating profit contributor to the portfolio. So kind of just lots of different things, but good execution, good blocking and tackling and a real determination to win by the people leading those businesses.

All right. Great. And just switching to Famous Footwear, are you guys fully complete with switching over some of the formats and the visual enhancements that you guys were doing last year?

It's Rick. No, we're not quite there. I think that by back-to-school for the first of July, we actually stopped our progress this year so we could make sure we could have the stores functional. About 65% of our stores have our new signage, outdoor sign, the sign on the building that we want, and we have about 85% of our fixturing, the Victory Tower, the lit towers, in our strip centers, so we're 120 stores short still on that. And we're about almost 100% complete in malls. I think we have about 20 left out of 160 stores to do where we would come in and put the new signs and the fixtures in those stores. Some of those are stores that are questionable whether they're go-forward, so there's still question whether we will do them. But I think we have another 50 or 60 stores that we'll do in the back of the year and then we'll take a look at where we're at it and decide how we go about it in '14, what investment we need to make in '14. But we're far along, not quite finished.

Your next question is from the line of Steven Marotta with CL King & Associates. Steven Louis Marotta - CL King & Associates, Inc., Research Division: You mentioned that comps are up mid-single digit over the last 6 weeks in the back-to-school time frame. Is that indicative also of Q3 to date?

Yes, it is. Steven Louis Marotta - CL King & Associates, Inc., Research Division: Great. And reiterating the promotional cadence in Q3, it's similar to last year, basically same number? I think there was 1 or -- a couple of BOGO weeks in Q3 last year.

Yes. Well, the entire August is still back-to-school and that's Q3, so that's all BOGO, and then we do go basically through Labor Day. Yes, the calendar is basically the same. Quite honestly, Steve, we had a few less days in July because we started a few days later. We'll have a few more days in September because we'll be extended on the back half, and that's really about a store operations issue. They wanted to start on Thursday versus Sunday, so we just shifted a few days. But other than that, the time is exactly pretty much the same. Steven Louis Marotta - CL King & Associates, Inc., Research Division: Okay. And lastly, the $22 million benefit to Q2 and the $0.09, is that a gross number to Q3 or a net number? In other words, is there any benefit of the calendar shift or negative on the back end of Q3 versus Q4?

No, that will be a net number.

Your next question comes from the line of Jill Nelson with Johnson Rice. Jill R. Caruthers - Johnson Rice & Company, L.L.C., Research Division: Two questions. Could you explain a bit more on the wholesale revenue shift you saw? You noted a $7 million shift. Could you go over the factors of that again?

Sure. I think, as Diane mentioned in her part of the call earlier, that was on customer-requested move-ins, which we thought was pretty encouraging given the environment that was going on.

It's fundamentally -- Naturalize was a great part of it, right?

Right. Jill R. Caruthers - Johnson Rice & Company, L.L.C., Research Division: Okay. So retailers want to take the product earlier?

Exactly.

Right.

For Naturalizer. Jill R. Caruthers - Johnson Rice & Company, L.L.C., Research Division: Okay. Great. And then could you talk about -- your Famous conversion rate was up very strong again this quarter. Could you talk about -- I know you talked about narrowing the SKU assortment, things of that nature. If you could talk about the factors there driving that as well?

Well, I think a couple of things, Danielle -- I'm sorry, Jill. The assortment is narrower and deeper, so we think we're better at that service level in store on key item. We've gone into expanded sizes, so we have more wides and size 11s, 12s, and 5 and 5.5 for women in our assortments than we've ever had. We see some good activity on that, so that's another conversion point. And frankly, I think, the store associates, we put a new training program in starting for back-to-school, which is much more streamlined and more engagement-driven. And so how to help them speak with customers when they walk in, how to turn a customer into a -- somebody as just a shopper into a buyer. I think all those things add up. It's not any one thing, it's a combination of 3 or 4 things, but they all seem to kind of come together right now over the last couple of quarters and we're seeing some very nice results. Jill R. Caruthers - Johnson Rice & Company, L.L.C., Research Division: Okay, and just a clarification. You had noted Famous Footwear inventory was up to 3.4%, is that on a per-store basis or is that overall?

It's overall.

Overall. Jill R. Caruthers - Johnson Rice & Company, L.L.C., Research Division: Okay. And do you have a per-store number or...

Those stores are basically the same. I think we're like 1 or 2 stores off. It's not -- we don't have a big variance to the stores. It's pretty close to the same number.

And your next question comes from the line of Chris Svezia with Susquehanna Financial.

I was wondering just on the back-to-school trends at Famous, up mid-single digit comps, any color about styles, brands, drivers? Did you bring anything in early, late? Any shifts going on? Just any additional color around what you're seeing in the marketplace at all?

Yes, it's pretty much, Chris, the same as Diane talked about, I think. Our athletic business is very strong. Our Nike business is very strong. Our Nike running business is very strong. And we've done great with the Flex Run Shoe, so it's the -- actually, a couple of weeks ago or maybe last week, it was the #1 running shoe in the industry. So having that product in our assortment has made a big difference, and I think we're doing a nice job with that, so that's a big piece of it. The canvas business, between Converse and Vans, we believe that's a customer that we've cultivated over the last 10 years. And as we've impacted that assortment and that category has gotten more important to that customer, I think we're just taking the advantage of that. And we've had -- we've got great assortments, great depths and we're selling that canvas business very, very well. On the non-athletic side, in women's, we did put the sandal business, sport sandal business, particularly, we thought was an opportunity. We impacted that inventory. That's proving to be very strong. Trends there as good as they were in the second quarter in women's sandals, so we think that's something that we're harvesting that opportunity. And then the early boot business, we're not that -- we've never been that aggressive about it, but we thought this year with casual boots, whether they're lace-ups or short booties, was an opportunity for us to see if we could have some impact. We don't talk about a lot of because we're squeamish about the athletic side of the business, but we did put about 15 to 20 SKUs in, and we don't have a bad one. So we've actually gone back and made sure we've invested properly for the balance of third and into fourth quarter on those looks, because we think it seems like the customer is very ready to buy it. It seems to be a seasonless trend right now, so we're going to continue to continue that business. Those are probably the biggest things. And boat business, whether it's canvas or leather, has been very strong.

Okay. And I'm just curious, the EBIT margin improvement at Famous, it was certainly very strong, and I'm just curious about sustainability of that. I mean, you had good gross margin improvement. Could you maybe talk about if there was product margin improvement? Just really curious. It was pretty strong, sustainability of that, any thoughts about that?

Yes, I mean, the idea would be to sustain, so it's not something we think is a once and done. Again, our margins have maintained in this certain range for a while, right, it's not -- that 44 to 45 points is about where we end up most at the time. Our inventories are very current, and we've worked hard to maintain them. We're going to continue to keep that inventory current. I think there's a benefit there and that's helping our margin, because we're moving through some of that inventory faster, taking that first markdown and moving on. Some of our system enhancements are going to help us. I think we're able -- when we're in stock on the right sizes, that allows us to sell shoes at more full retail, right, when the customers comes in and satisfy them. So therefore, there's another opportunity for margins. So there's a combination of things, it doesn't feel like this is something we are peaking.

Yes. And Rick, all the store portfolio actions we took, too.

Yes. Again, all the stuff that we -- the 100 and something stores we closed over the last couple of years. Our store base is as healthy as it's ever been. So that, again, drives a tremendous amount of operating profit.

Okay. Just shifting to wholesale for a second. Just curious about where you stand on the Naturalizer business, and I can see here some improvement in the early reach you're getting. But I'm just curious, when you went to the while [indiscernible] conversion, the independent channels, I think, that was an area of focus as you're coming out of that. Where do you stand on getting those independent channels back up and running with the Naturalizer brand?

Actually, pretty well. They did take a -- we felt terrible about the customer service that we delivered in the last 6 months to a lot of our independents. But we -- that has rebounded pretty nicely and we are actually seeing an increase in our independent business pretty much across the board here with respect to all of our businesses. So Chris, I think that's behind us. It was unfortunate, but we're feeling much better about the future. And all of our systems are stable and working beautifully.

Okay. And then you mentioned something towards the fourth quarter regarding more wear-now, spring-shift, maybe, business getting pulled out of Q4 into Q1. Is that what you're already hearing coming out of that -- coming out of magic [ph] in terms of what people are talking about?

Yes. And again, I can't really -- I can't quantify it yet. It was just a lot of indications around the fact with where Chinese New Year fell this year, the idea that they didn't want to have too many sandals on the floor too early in February. So instead of shipping in late January, that it might go out in February, so that kind of a shift with our year-end has -- could potentially have an impact on the fourth quarter. But I would think, in the next 30 to 45 days, I'll have good pretty visibility on that because I'll know -- I'll have all the orders in and I'll have a sense of really where they're going to land. But that was -- that certainly made us a little cautious about January shipping, which is usually a -- typically a large, very large month for us.

Okay. And last 2 questions. Just on, Russ, the change in the gross margin, the thought process was that this year is predicated on what exactly?

Well, it's both retail and wholesale improvements. So as Rick just mentioned on the retail gross margin improvement and then with our strategy on the exited businesses, we are seeing, as Diane mentioned, the Naturalizer business coming back, the LifeStride business, the Healthy Living and the Contemporary. I mean, across the board, we're seeing our margins improving in wholesale.

Well, I just had one quick question. I just -- I think your previous guidance said you expected gross margins to be up 30 to 50 basis points, now you're expecting it to be flat. I'm curious why flat versus up? Unless I misinterpret.

Again, I think the guidance is reflecting the cautiousness in the second half as we go out.

Okay. Does that have anything to do with mix shift, wholesale versus retail, or no?

No, not really. We don't see a mix there. Famous did have a very strong second quarter. But as you saw, Wholesale was up just as much. So in the back half, we don't see that changing.

Your next question comes from the line of Carla Casella with JPMorgan. Carla Casella - JP Morgan Chase & Co, Research Division: I'm wondering if the sales that were pulled forward into the second -- I'm sorry, yes, in the second quarter, if that also boosted gross margin, assuming they were full price sales?

I wouldn't say it boosted the gross margins. We took normal gross margins with that. Carla Casella - JP Morgan Chase & Co, Research Division: Okay. And then one follow-up. On the Sam Edelman, on the designer brands, there seem to have strong growth. How much of that same-door growth versus adding new wholesale doors?

Good question. I would say on the core Sam business, it's actually -- we're comping nicely against our businesses last year. And then you add to that, so I'd say it's up a bit. And then when you add in the Target business and the new line from Circus, it just kind of took it over the top.

There are no other questions at this time. Do you have any closing remarks?

I just want to say thank you for joining us for our second quarter call. We look forward to seeing you at the end of the third quarter, and appreciate your support. Thanks a lot.

Thank you for participating in today's conference call. You may now disconnect.