Ron Fromm - Chief Executive Officer Diane Sullivan - President & Chief Operating Officer Mark Hood - Chief Financial Officer Joe Wood - President of Retail Ken Golden - Director of Investor Relations

Chris Svezia - Susquehanna Financial

Good morning and welcome to the third quarter 2009 Brown Shoe Co., Inc. earnings call. I would now like to turn the call over to Ken Golden, Director of Investor Relations; please go ahead sir.

Thanks Carrey. Good morning everyone and thanks for joining us for the Brown Shoe third quarter 2009 financial results conference call. This call is being made accessible to the public via webcast in accordance with the SEC’s Regulation FD. Before I turn the call over to Ron Fromm, I’d like to remind you of the company’s Safe Harbor language. During this conference call, the company will make certain forward-looking statements to help you better understand its financial results and competitive outlook. Discussion of the company’s future plans and other statements in this call that are not current or historical facts are forward-looking statements. These involve known and unknown risks and uncertainties that could cause the actual results to materially differ from historical results or from any future results expressed or implied by any forward-looking statements. Factors that could cause actual results to differ materially include those listed in our press release issued this morning and available on our 8-K filed prior to this call and other risk factors listed from time-to-time in the company’s SEC reports. Copies of the company’s reports are available online and from the company’s Investor Relations Department. The company does not undertake any obligation or plan to update these forward-looking statements even though the situation may change. Now, I’d like to turn the call over to Ron Fromm, Chairman and CEO.

Welcome everyone. Good morning and thank you for joining us. With me on the call are: Diane Sullivan, our President and Chief Operating Officer; Mark Hood, our Chief Financial Officer: and Joe Wood, the President of Retail. Following my opening remarks, Mark will discuss our financial performance in more detail as well as review our outlook and then Diane will provide additional insight into our operating performance, following this as always we will be available to answer all of your questions. We are pleased to deliver solid third quarter results with increased same store sales, increased gross margins, as well as growth in earnings per share. During the quarter, we successfully capitalized on the back-to-school selling season with great brands and product, while we strategically maximized our marketing by emphasizing the most important weeks of the season. This lead to better than expected performance of Famous Footwear as well as great results and are naturalize of retail locations. Before I delve in to the quarter’s performance of more detail, I’d just like to address the organizational changes we announce last week. To recap, Gary Rich, Division President of Wholesale, and Joe Wood, Division President of Retail, will be retiring in early 2010. Both Gary and Joe have been with us a long time, and have been integral to the success of Brown Shoe. A testament to their contributions that both have been made over the years is the great talent that they have developed across and throughout the organization. It also speaks to the importance of our organization and how we place importance on attracting strong talent. This combination gave us the ability to utilize our solid bench strength and promote from within. We have been preparing for these success and changes overtime to ensure we have the right team in place to continue meeting our customers and vendor partner needs. Gary and Joe will remain on threw early 2010 to help ensure smooth transition, and while it will be difficult to say good bye to Joe and Gary next year, we are looking forward to building on the tremendous legacy with our new leadership team. Additionally we’ll have the benefit of having the strong team in place; we’ll also be able to leverage it across a leaner leadership platform. Moving on to the decision of the third quarter, as we discussed on our August call, we built a plan to capitalize on the back-to-school selling season at Famous Footwear, as well as the fall fashion season across the reminder of the portfolio. The launch of our Make Today Famous campaign ahead of back-to-school boosted brand awareness and contributed to the increase in store visits from new and existing customers. Make Today Famous included our First National Television advertising along with several other new marketing vehicles. Diane will discuss this in more detail in a little while. Visually, our merchandise and signage made it easy for consumers to shop and buy and powerfully conveyed the brand messages of our campaign. I can say that our customers told us that our stores and assortments have never looked better. I would like to thank the Famous team, they did a job and hard work of planning as well as delivering such a successful back-to-school season. As you know a successful back-to-school season at Famous Footwear is vital to the success of Brown Shoe. Wholesale we created strong boot offerings, to capitalize on the consumer demand for the category, while providing compelling fashion product across all of our brands and we worked diligently with our retail partners to deliver the right product in the right quantities at the right time, resulting in improved sell throughs, inventory management, and ultimately improved margins. Taking a quick look at our results, net sales were down just 1% overall, a significant improvement from the mid single digit decline that we provided during our last update. As a result of the better than expected retail sales and better gross margins at both retail and wholesale, we earn $0.38 per diluted share in the third quarter versus $0.25 per diluted share last year. On an adjusted basis, excluding costs related to our IT initiatives in the third quarter of both 2008 and 2009, as well as cost related to our headquarters consolidation in 2008, we earned $0.42 per diluted share in the third quarter versus $0.49 in the third quarter last year. Although the third quarter success improves our spirits, conditions continue to be challenging across retail, and we expect it will remain so, as long as there’s high unemployment and an element of uncertainty related to the speed of economic recovery and while consumer shopping habits have shifted as a result of the macroeconomic environment with purchases being made closer to the need, we believe that we have the right strategies in place to capture a greater share of mind and wallet. Our brands offer great value to consumers. Our products and marketing are focused and impactful, and our people are energized around delivering a great experience to our customers, giving us confidence in our ability to deliver a solid performance in the fourth quarter as well as a profitable year. Now, I’ll pass the call over to Mark to discuss our financial performance for the quarter.

Thanks, Ron and good morning, everyone. This morning I will review our third quarter financial results in more detail as well as offer some additional incites into the quarter and update on our outlook for the remainder of the year. I’ll start with a full review of the income statement. Net sales were $625.6 million, a decrease of 1% compared to $631.7 million in the third quarter of 2008. The key drivers of our sales performance were, 4.7% same store sales increase at Famous Footwear in the quarter resulting from strong traffic trends and a 4.1% same store sales increase at specialty retail driven by strong domestic Naturalizer sales. These decreases were offset by an inline decline of 16.5% in our wholesale business. As you recall, we had provided an outlook of mid to high-teens net sales decline for the third quarter on our last call. Our gross margin rate in the quarter improved 210 basis points to 41.4% of net sales from 39.3% in the third quarter of last year. The main drivers for the year-over-year change were, a 390 basis point increase in wholesale gross margin rate driven by a greater mix of higher margin branded business, improved retail sell through rates across the division, leading to lower allowances as well as increased vertical profit from the strong performance of Naturalizer retail and the Brown Shoe brands at Famous Footwear. In greater mix of retail sales accounted for 73% of consolidated net sales in the third quarter of 2009 versus 68% of net sales in the same period last year. As a reminder, retail sales carry a higher gross margin rate than wholesale and lastly, an improved retail gross margin driven by 350 basis point rate increase at specialty retail, resulting from better full price selling, offset by a 10 basis point decline in the gross margin rate at Famous Footwear. SG&A expenses in the quarter increased by $3.3 million, to $222.4 million, or 35.5% of net sales, versus $219.1 million, or 34.7% in the same period last year. The increase in expense dollars was primarily related to an increase in incentive compensation due to better than expected performance. The consolidation of the Sam Edelman business at 2009 and the impact of retail facilities cost related to operating 10 more Famous Footwear stores, and the fact the 21 closings in the quarter were operated through the back-to-school portion in the quarter. These increases were partially offset by savings from the actions taken in early 2009 to contain costs. Net restructuring and other special charges were $2.2 million in the third quarter of 2009 and relate to the implementation of our new information technology platform. Last year’s third quarter including charges of $16.5 million, primarily related to our headquarters consolidation. As a result of our overall strong gross margin performance, and our operating leverage at Famous Footwear, we generated operating earnings in the quarter of $34.3 million, or 5.5% of net sales, versus operating earnings of $13.1 million or 2.1% of net sales in the same period last year. On an adjusted basis, excluding restructuring and special charges operating earnings were $36.6 million or 5.8% of net sales in the third quarter of 2009 versus operating earnings of $29.6 million or 4.7% of net sales in the third quarter of 2008; net interest and expense in the quarter, increased by $1.3 million due to increased borrowings levels year-over-year. Our tax rate in the quarter was 42.1% versus a tax benefit in the third quarter last year. This was driven by mix of domestic versus foreign earnings in the quarter. As a result, net earnings in the third quarter were $16.3 million or $0.38 per diluted share versus net earnings of $10.4 million or $0.25 per diluted share in the year ago period. Earnings per diluted share on an adjusted basis were $0.42 in the third quarter versus $0.49 per diluted share in the third quarter of 2008. Moving to our balance sheet, cash and cash equivalents were $34.1 million at the end of the third quarter. Total inventory at quarter end decreased 4.1% to $450.2 million from $469.3 million at the end of the third quarter last year. The decrease in inventory was driven by a decline of 9.4% in wholesale inventory. Average per store inventory for our North American Specialty Retail store decreased by 3.1% on a constant dollar basis and average per store inventory at Famous Footwear decreased by 2.3%. Long term debt outstanding at quarter end was $150 million, same as quarter end last year. Borrowings under our revolving credit facility were $50 million, with availability of approximately $320 million. Capital expenditures or purchases of property, equipment and capitalized software in the third quarter totaled $11.3 million, versus $23.3 million in the year earlier period. Capital expenditures in the quarter primarily reflect spending for our IT initiatives. The main components to the year-over-year decrease were our West Coast distribution center, which was opened in the second quarter of 2009, as well as reduced spending on new stores. Moving to our outlook, based on third quarter performance and our current outlook, we currently expect consolidated net sales for the fourth quarter to grow in the range of low-to-mid single digits. Same store sales in the fourth quarter at Famous Footwear are expected to be in the range of flat to a low single digit increase. We plan 54 store openings in 2009, all of which were complete by the end of the third quarter, accompanied by a plan to close 55 to 70 stores during the year. At wholesale in the fourth quarter we expect sales to increase in the high single to low double digit range. Variables should could impact is estimates include retailers management of year end inventory levels, as well as possible ships the next factory days resulting from the late Chinese New Year, which could impact whether shipments are made in the fourth quarter of 2009 or the first quarter of 2010. Selling and administrative expenses as percent of net sales are expected to be in the range of 38.9% to 39.2% for the full year. This includes costs of $9 to $9.5 million, related to our IT initiatives. Depreciation and amortization of capitalized software and intangible assets are expected to total $51 to $53 million for the full year. Net interest expense for the full year should approximate $20 to $21 million, driven by increased periodic year-over-year borrowings and higher unused line fees on revolving credit facility. We now expect a small full year tax provision, although this will ultimately be determined by the final amount in mix of domestic and foreign earnings. Capital expenditures for the full year are expected to be $51 million to $53 million, primarily related to our IT initiatives, new stores and remodels, our logistics network, and general infrastructure. Lastly, we continue to be confident in our ability to generate positive operating earnings or EBIT, positive net earnings and positive cash flow for the full year. Now, I’d like to turn the call over to Diane.

Thanks, Mark and good morning everyone. Before I begin my comments on the quarter, I do want to take a moment to thank Gary and Joe for their countless contributions to Brown Shoe. It really has been an honor to collaborate with them as partners over the years, and a true privilege to count them as my friends. Their work has no doubt positioned us well for the next stage in the building of Brown Shoe. I also have to say I’m really energized by the great week of planning meetings that we just had with our new leadership team as they begin the transition process that will continue in to early next year. These individuals combined bring to their rolls a broad based background in footwear and retail with top companies and we’re going to apply this diverse expertise across our portfolio as we continue to grow our brands. Now turning to review of the third quarter, the progress we made in the quarter was significant and reflects the effort energy and new strategies put forth by our associates across the company to position us for when the consumer was ready to buy. Starting with Famous Footwear, we are very pleased with Famous is third quarter results with both sales and operating earnings exceeding our expectation. We did make some solid back as we planned the quarter and we’re intensely focused on executing well during this all important period. In this tough environment, we knew our promotional and product strategies needed to be innovative to drive traffic and transactions and as a result of these efforts, we were pleased to see a significant up tick in sharper turnout this fall at our Famous Footwear stores with an increase of roughly 3% versus the trend earlier in the year of mid-single digit declines. Consumers continue to focus their shopping patterns around times of need and back-to-school was no exception. With this in mind, the keys to success in the quarter were the timing and intensity of our product flow and marketing communications and of course, great merchandise. To this end we accelerated receipts of high demand brands and categories to ensure that our stores were well merchandised for back-to-school, and the right styles flowed at the right time. In connection with these efforts, we elevated the message, scope, and reach of our marketing programs with our Make Today Famous campaign, the largest and most extensive campaign in the chains nearly 50 year history. Through a mix of National cable TV, radio, print, and viral communications, we drove increased awareness and traffic, showcasing to a broader audience that famous is the place for nationally recognized brands and value for the whole family. In our stores impactful imagery, new fixturing, strong brand messaging, leveraging the theme of Make Today Famous as well as greater visibility for our rewards program, all lead to increased transactions during the quarter. So as a result, Famous Footwear’s net sales increased to $389.2 million, up 7.3% from the third quarter of last year primarily driven by a 4.7% same store sales increase. The improved results were broad based driven by all channels and regions with solid performance in malls and strip centers, and a nice improvement in outlet, as well as an increase of 34% of FS.com and geographically, all regions posted a same store sales increase during the quarter. Sales metrics reflected this strength with traffic up 2.7%, pairs per transaction up 3.3%, and footwear average unit retails up 1.5% versus last year. Now turning to our category performance, athletics continued to feel Famous’s results with a 5.9% same store sales increase and represented 50% of total sales in the quarter. Double digit increases in running and skate drove this result, lead by great product from Nike, DC, Puma, and Converse. Our women’s business showed some improvement as well posting a 5.2% same store sales increase driven by athletics and boots. Our women’s casual wash wall business bounced back as we saw some solid improvement during the quarter in this category, driven by fresh product from Naturalizer, DLC and others. Looking at kids, including athletics, the category was up 1% on a same store sales basis with athletics being the key driver and though accessories is our smallest category, we continue to see strong momentum with same store sales increase of 33.6%. Gross margins in the quarter were down by 10 basis points to 44% of net sales, a nice sequential improvement from the first half with the impact of increased promotion early in the quarter, nearly offset by the strength of boot margins later in the quarter. SG&A was up $2.4 million in the quarter, primarily related to increases in facilities cost from the higher store count and incentive compensation. Leverage from sales growth and continued expense disciplines combined with solid margin performance lead to an operating margin rate of 7.3%, a 180 basis point improvement from the prior year. We closed the quarter with inventory down 2.3% on an average per store basis and our aging continues to be in good shape. Regarding our store count during the quarter, we opened two new stores and closed 21 existing locations. At quarter end, Famous Footwear operated a total of 1,148 stores. As we look ahead to the fourth quarter in holiday, our strategy remains consistent as we believe we have identified the right combination of actions to turn in another solid performance. We anticipate consumer purchasing patterns will be similar to those that we saw in the third quarter with customer shopping close to need and continuing to seek the right value on product that fits a need, but still offers freshness. As such as ramped up our fourth quarter receipts of key categories and brands, most notably boots and wellness product, which we think will be the key drivers through holiday and into spring, lead by Skechers Shape Up, and Reebok EasyTone. We are also taking the next step with next day’s payment continuing national television advertising, and increasing our activity in social media with viral video, and twitter initiatives and a Famous Footwear iPhone App. All gears were driving consumer awareness in web and store traffic and we expect to generate 190% increase in growth impressions. Our television advertisements are time to extend past the Christmas holiday in order to capture post holiday and value seeking shoppers. In total, our fourth quarter marketing investment is expected to be approximately even with last year. So with the continued momentum of the athletic and boot trends in the marketplace, the incremental opportunity that’s in the wellness and toning category, coupled with our energized marketing plan, and focused execution, we do believe that Famous has positioned well, that continue its solid progress into the fourth quarter and in spring 2010. Now turning to our other core brands, Naturalizer and Dr. Scholl, beginning with Naturalizer, on an all-in basis, combining retail, wholesale, and e-commerce, Naturalizer net sales were down 8.7% in the third quarter driven by declines at wholesale and partially offset by a strong same store sales increase at retail. As a result of solid sell throughs and expense management, operating margins increased 70 basis points year-over-year to 10.3% of net sales in the third quarter. Improved product styling and strong boot sales led to a 4.7% same store sales increase at our Naturalizer stores, driven by a strong 7.2% same store sales increase in our U.S. stores. Online sales were also strong for the brand as we saw a 36.5% increase at naturalizer.com in the quarter. Although shipments at wholesale were down as a result of the continuing tightening of inventory by retailers, and response to reduced consumer spending, sell throughs at retail strengthened as awareness of the N5 Comfort System continues to evolve, and Naturalizer remains a top four brand across channels according to MPD. Now, moving to Dr. Scholl, as we discussed on our last call, Dr. Scholl’s sales performance was negatively impacted in the second and third quarters, due to a strategic realignment of the footwear category with its largest retail partner. As such, sales for Dr. Scholls were down 18.8% in the quarter, but in line with our expectations. Operating margin in the quarter was 10.8% down a 120 basis points year-over-year, driven primarily by the expense deleveraging from the shifts. The team has managed exceptionally well through disruption in some exciting initiatives in the marketplace. We fully expect to return to a normal rate of business in the fourth quarter with our on-order backlog currently up over 20% year-over-year. Looking at wholesale in total, sales and shipments in the quarter were at the better end of our expectations. The reduced inventory levels across channels continued to impact our brand and we continue to manage down our private label business. However, solid performance at retail, as well as continued improvements in inventory and expense management across our brand, enabled us to increase gross margins and improve our operating margin by 70 basis points to 9.8% of net sales in the quarter. We continue to focus our energy on our wholesale initiatives at driving branded sales, improving gross margins, and delivering compelling style and innovation across our branded portfolio. I’ve note in the quarter is the continued momentum we are seeing in our con temporary fashion brands: Sam Edelman, Carlos, Via Spiga and Vera Wang. Improved assortment flow, styling and strong boot product drove terrific sales performance from these brands and we’d also want to make sure that we congratulate Sam Edelman and his team on Sam Edelman brand being named brand of the year by Footwear News. So in summary, we are encouraged by the continued progress across our divisions in the third quarter. While continues remain difficult, we believe we are positioned well for market share gains at Famous Footwear, and also believe there are opportunities for meaningful improvements in our wholesale business in the fourth quarter and into spring 2010. With that I’d like to now turn the call over to Ron for some closing comments.

Thanks, Diane. I really appreciate the outstanding results for the quarter, and with that, we’ll open it up to questions.

(Operator instructions) Your first question comes from Chris Svezia - Susquehanna Financial. Chris Svezia - Susquehanna Financial: I guess, first question on a wholesale business, in the quarter it seemed like it was roughly inline to a degree to how you kind of guided indicated. Looks like fourth quarter relative to how you’re looking at it about a quarter ago, it’s not as strong. I’m just curious if you can talk about the puts and takes to that business as you look at the fourth quarter, and I guess more importantly as you look to spring of next year in terms of what’s going on, what are the drivers and what are some of the weaker elements of the business?

Let me give you a little flavor for that. Yes, you’re right. As we looked at our forecast now for the fourth quarter is a little bit less than what we had said at the end of the second quarter. Let me talk about the positive highlights first. I think, there’s no doubt about it, as I mentioned our contemporary fashion brands continue to gain momentum, and they are looking strong into their fourth quarter, and we really believe they’re going to continue to be strong in to 2010. Our Naturalizer business again was inline with expectations and really, their velocity and selling at retail is improving on both, not only our wholesale side of the business, but also in our own retail stores and internationally. So we really see that as being an important driver of our overall performance for any fourth quarter and as we turn the coroner to 2010. Same with show’s that was really, a short of a difficult second and third for a whole lot of reasons that we chatted about, but as we can see for the fourth quarter and into next year, we have so many initiatives lined up there, that I know that’s going to really drive the sales and earnings power of that brand next year. So we feel very confident in that and along with LifeStride. So the real challenge is continued to be really around our women’s specialty and private brands business along with kids, Chris, and that is the one that really has been the most challenging to try to reverse or stabilize that business and not have it decline at the rate that it has been. As I look into 2010, it certainly appears that we have reached virtually the bottom of what that business should deteriorate at, and as I think about the fourth quarter, and I look at our on order to support the forecast that Mark talked about in his comments. We feel very confident that we have the on order to support that kind of look. I don’t know, Mark, if you had any other thoughts on that question?

No, again, I think as we said, the forecast we have more on order than the forecast and good order flow into the first quarter of next year. Chris Svezia - Susquehanna Financial: Diane, I might miss it, but you said that you look the Naturalizer order book. Is that just based on your comp trend at retail? What’s happening on the wholesale under that business?

It’s absolutely solid, where they are pulling out a sheet here for me to take a look at, but now overall it’s been very good, Chris, and one of the things that I think is allowing us to continue to perform is the unique combination now of Naturalizer, Natural Soul and we’re actually going to be launching a new brand next year called Naya. So in combination, those three things I think it really not fitting in a very interesting part of this new health and wellness piece of the marketplace, but I think those three pieces of business will help us continue that momentum and I’m just looking at the Mark pulled up the on order… Chris Svezia - Susquehanna Financial: I have a follow-up question. I guess where you’re looking at just on the product cost side?

Yes. Chris Svezia - Susquehanna Financial: Just kind of your thoughts in terms of what you’re seeing now? Based on the order book, it’s kind of look to obviously fourth quarter, but more importantly as you head out to spring in terms of what’s happening there as well?

It’s holding pretty steady. We haven’t seen many significant changes at all on that, Chris. We’re also doing some things about shifting more of our productions to different parts of China that’s allowing us to pickup additional gross margin dollars next year. So don’t see that really as an issue at this time. Chris Svezia - Susquehanna Financial: I have a question from Mark. When I think about your sort of thought process in our fourth quarter, you’ve given a lot of elements in your guidance here, except given a finite number. So to whatever degree you might be able to add some color to this, but it seems like kind of the way I’m framing these numbers, it seems like if you have revenues, you setup low to mid digits 3% or 4% or so, it looks like SG&A dollars should be down in dollars year-over-year X onetime items. Now, would you assume that’s your gross margin would have to be up substantially to be profitable. So I guess one question is what gives you the confidence on the gross margin side? I guess obviously the comparisons, but if there’s anything else I’m missing and to what degree do you sort of, but I think two specific quantify profitability. There could be a lot of different numbers. It could be $500,000 it could be $10 million. So I’m just curious if you could add a little bit more color in and around those items.

That’s a lot of questions, and I guess we try to give as much guidance around that, given our shift earlier in the year to not giving specific EPS guidance, but I think obviously the gross margin improvement is an element of expectation in our outlook as we have delivered strong gross margin improvement, quite honestly in each of the second and third quarters, and the fourth quarter gross margins a year ago were pretty deplorable. So I think, it down that that’s where the real opportunity comes in terms of the guidance we’ve given.

Chris, obviously that margin is not driven by necessarily cost of goods savings. It’s much more driven by the no need for the excessive markdown cost that we built in and had last year.

There are no further questions at this time.

Thank you very much. We know that when we pre-announced and the fact that’s a very busy day in our sector. We’re somewhat expected not to have too many calls. So we really appreciate your continued support and anyone of you that listening in later on, just make sure you give us a call if you have any other questions. Thanks a lot.

This concludes today’s conference. Thank you for your participation. You may now disconnect.