Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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2: EX-10.4B Material Contract HTML 57K
3: EX-10.4C Material Contract HTML 52K
4: EX-10.4D Material Contract HTML 53K
5: EX-21 Subsidiaries List HTML 49K
6: EX-23 Consent of Experts or Counsel HTML 44K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 47K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 47K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 41K
16: R1 Document and Entity Information HTML 66K
17: R2 Consolidated Balance Sheets HTML 142K
18: R3 Consolidated Balance Sheets Consolidated Balance HTML 59K
Sheet (Parenthetical)
19: R4 Consolidated Statements of Earnings HTML 103K
20: R5 Consolidated Statement of Comprehensive Income HTML 74K
21: R6 Consolidated Statements of Cash Flows HTML 155K
22: R7 Consolidated Statement of Shareholders' Equity HTML 102K
Consolidated Statement of Shareholders' Equity
23: R8 Consolidated Statement of Shareholders' Equity HTML 46K
(Parenthetical)
24: R9 Summary of Significant Accounting Policies HTML 138K
25: R10 Acquisition HTML 78K
26: R11 Earnings Per Share HTML 82K
27: R12 Restructuring and Other Initiatives HTML 53K
28: R13 Retirement and Other Benefit Plans HTML 392K
29: R14 Income Taxes HTML 168K
30: R15 Business Segment Information HTML 154K
31: R16 Inventories HTML 49K
32: R17 Property and Equipment HTML 66K
33: R18 Goodwill and Intangible Assets HTML 104K
34: R19 Long-Term and Short-Term Financing Arrangements HTML 70K
35: R20 Leases HTML 69K
36: R21 Risk Management and Derivatives HTML 105K
37: R22 Fair Value Measurements HTML 156K
38: R23 Shareholders' Equity HTML 123K
39: R24 Share-Based Compensation HTML 268K
40: R25 Related Party Transactions HTML 44K
41: R26 Commitments and Contingencies HTML 51K
42: R27 Financial Information for the Company and its HTML 791K
Subsidiaries
43: R28 Quarterly Financial Data HTML 117K
44: R29 Valuation and Qualifying Accounts HTML 121K
45: R30 Summary of Significant Accounting Policies HTML 223K
(Policy)
46: R31 Acqusition (Tables) HTML 62K
47: R32 Earnings Per Share (Tables) HTML 76K
48: R33 Retirement and Other Benefit Plans (Tables) HTML 375K
49: R34 Income Taxes (Tables) HTML 153K
50: R35 Business Segment Information (Tables) HTML 149K
51: R36 Inventories (Tables) HTML 48K
52: R37 Property and Equipment (Tables) HTML 62K
53: R38 Goodwill and Intangible Assets (Tables) HTML 137K
54: R39 Long-Term and Short-Term Financing Arrangements HTML 44K
(Tables)
55: R40 Leases (Tables) HTML 66K
56: R41 Risk Management and Derivatives (Tables) HTML 93K
57: R42 Fair Value Measurements (Tables) HTML 135K
58: R43 Shareholders' Equity (Tables) HTML 112K
59: R44 Share-Based Compensation (Tables) HTML 256K
60: R45 Financial Information for the Company and its HTML 794K
Subsidiaries (Tables)
61: R46 Quarterly Financial Data (Tables) HTML 117K
62: R47 Summary of Significant Accounting Policies HTML 144K
(Narrative)
63: R48 Acquisiton (Narrative) HTML 96K
64: R49 Acqusition (Schedule of Allocation of Purchase HTML 83K
Price)
65: R50 Earnings Per Share (Narrative) HTML 50K
66: R51 Earnings Per Share Earnings Per Share (Schedule of HTML 76K
Earnings Per Share, Basic and Diluted)
67: R52 Restructuring and Other Initiatives (Narrative) HTML 126K
68: R53 Retirement and Other Benefit Plans Retirement and HTML 143K
Other Benefit Plans (Narrative)
69: R54 Retirement and Other Benefit Plans Retirement and HTML 76K
Other Benefit Plans (Schedule of Changes in
Benefit Obligations)
70: R55 Retirement and Other Benefit Plans Retirement and HTML 47K
Other Benefit Plans (Schedule of Assumptions Used
to Determine Benefit Obligation)
71: R56 Retirement and Other Benefit Plans Retirement and HTML 91K
Other Benefit Plans (Schedule of Fair Value
Allocation of Plan Assets)
72: R57 Retirement and Other Benefit Plans Retirement and HTML 67K
Other Benefit Plans (Schedule of Changes in Fair
Value of Plan Assets)
73: R58 Retirement and Other Benefit Plans Retirement and HTML 57K
Other Benefit Plans (Schedule of Amounts
Recognized in Consolidated Balance Sheet)
74: R59 Retirement and Other Benefit Plans Retirement and HTML 55K
Other Benefit Plans (Schedule of Projected and
Accumulated Benefit Obligation in Excess of Fair
Value)
75: R60 Retirement and Other Benefit Plans Retirement and HTML 51K
Other Benefit Plans (Schedule of Components of
Accumulated Other Comprehensive Income, Net of
Tax)
76: R61 Retirement and Other Benefit Plans Retirement and HTML 49K
Other Benefit Plans (Schedule of Expected
Amortization of Components of AOCI)
77: R62 Retirement and Other Benefit Plans Retirement and HTML 69K
Other Benefit Plans (Schedule of Net Periodic
Benefit Income)
78: R63 Retirement and Other Benefit Plans Retirement and HTML 50K
Other Benefit Plans (Schedule of Assumptions to
Determine Net Periodic Benefit Income)
79: R64 Retirement and Other Benefit Plans Retirement and HTML 72K
Other Benefit Plans (Schdeule of Information on
Expected Cash Flows)
80: R65 Income Taxes (Narrative) HTML 103K
81: R66 Income Taxes (Schedule of the Components of Income HTML 63K
Tax Provision (Benefit))
82: R67 Income Taxes (Schedule of the Differences Between HTML 79K
the Tax Provision Reflected in the Consolidated
Financial Statements and the Amounts Calculated at
the Federal Statutory Income Tax Rate)
83: R68 Income Taxes (Schedule of Significant Components HTML 100K
of Deferred Income Tax Assets and Liabilities)
84: R69 Business Segment Information Business Segment HTML 48K
Information (Narrative)
85: R70 Business Segment Information (Schedule of Business HTML 78K
Segment Information)
86: R71 Business Segment Information (Schedule of HTML 50K
Reconciliation of Operating Earnings Before Income
Taxes)
87: R72 Business Segment Information (Schedule of Net HTML 63K
Sales and Long-Lived Assets by Geographic Area)
88: R73 Inventories (Narrative) HTML 40K
89: R74 Inventories (Schedule of Inventories) HTML 49K
90: R75 Property and Equipment (Narrative) HTML 44K
91: R76 Property and Equipment (Schedule of Property and HTML 60K
Equipment)
92: R77 Property and Equipment (Schedule of Useful Lives HTML 56K
of Property and Equipment)
93: R78 Goodwill and Intangible Assets (Narrative) HTML 77K
94: R79 Goodwill and Intangible Assets (Schedule of HTML 54K
Goodwill and Intangible Assets)
95: R80 Goodwill and Intangible Assets Goodwill and HTML 65K
Intangible Assets (Schedule of Finite and
Indefinite-Lived Intangible Assets)
96: R81 Long-Term and Short-Term Financing Arrangements HTML 105K
(Narrative)
97: R82 Long-Term and Short-Term Financing Arrangements HTML 49K
(Schedule of Redemption Price Percentages)
98: R83 Leases (Narrative) HTML 54K
99: R84 Leases (Schedule of Summary of Rent Expense for HTML 50K
Operating Leases)
100: R85 Leases (Schedule of Future Minimum Payments under HTML 60K
Noncancelable Operating Leases with an Initial
Term of One Year or More)
101: R86 Risk Management and Derivatives (Narrative) HTML 43K
102: R87 Risk Management and Derivatives Risk Management HTML 55K
and Derivatives (Schedule of all Purchase and Sale
Contracts of a Foreign Currency)
103: R88 Risk Management and Derivatives (Schedule of Fair HTML 49K
Values of Derivative Instruments Designated as
Hedging Instruments Included within the
Consolidated Balance Sheet)
104: R89 Risk Management and Derivatives (Schedule of HTML 53K
Effect of Derivative Instruments in Cash Flow
Hedging Relationships on the Consolidated
Statements of Earnings)
105: R90 Fair Value Measurements (Narrative) HTML 76K
106: R91 Fair Value Measurements (Schedule of Assets and HTML 91K
Liabilities Measured at Fair Value on Recurring
Basis)
107: R92 Fair Value Measurements Fair Value Measurements HTML 49K
(Schedule of Impairment Charges by Segment)
108: R93 Fair Value Measurements (Schedule of Fair Value of HTML 52K
Financial Instruments)
109: R94 Shareholders' Equity (Narrative) HTML 52K
110: R95 Shareholders' Equity (Schedule of Accumulated HTML 76K
Other Comprehensive Loss)
111: R96 Share-Based Compensation (Narrative) HTML 135K
112: R97 Share-Based Compensation (Schedule of Share-based HTML 53K
Compensation by Plan)
113: R98 Share-Based Compensation (Schedule of Restricted HTML 62K
Stock Activity)
114: R99 Share-Based Compensation (Schedule of Performance HTML 65K
Share Activity)
115: R100 Share-Based Compensation (Schedule of Fair Value HTML 49K
Assumptions Used)
116: R101 Share-Based Compensation (Schedule of Stock HTML 76K
options Outstanding and Exercisable)
117: R102 Share-Based Compensation (Schedule of Stock Option HTML 64K
Activity)
118: R103 Share-Based Compensation (Schedule of Nonvested HTML 47K
Stock Option Activity)
119: R104 Share-Based Compensation (Schedule of Restricted HTML 91K
Stock Unit Activity)
120: R105 Share-Based Compensation (Schedule of Information HTML 48K
about Restricted Stock Units Granted, Vested and
Settled)
121: R106 Share-Based Compensation (Schedule of Restricted HTML 47K
Stock Units Compensation Expense)
122: R107 Related Party Transactions (Narrative) HTML 49K
123: R108 Commitments and Contingencies (Narrative) HTML 71K
124: R109 Financial Information for the Company and its HTML 40K
Subsidiaries (Narrative)
125: R110 Financial Information for the Company and its HTML 157K
Subsidiaries (Schedule of Condensed Consolidating
Balance Sheets)
126: R111 Financial Information for the Company and its HTML 155K
Subsidiaries (Schedule of Condensed Consolidating
Statements of Earnings)
127: R112 Financial Information for the Company and its HTML 105K
Subsidiaries (Schedule of Condensed Consolidating
Statements of Comprehensive Income)
128: R113 Financial Information for the Company and its HTML 120K
Subsidiaries (Schedule of Condensed Consolidating
Statements of Cash Flows)
129: R114 Quarterly Financial Data (Schedule of Quarterly HTML 113K
Financial Data)
130: R115 Valuation of Qualifying Accounts (Schedule of HTML 68K
Valuation and Qualifying Accounts)
132: XML IDEA XML File -- Filing Summary XML 246K
131: EXCEL IDEA Workbook of Financial Reports XLSX 191K
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THIS AWARD AGREEMENT, effective March 15, 2018, represents the grant of Performance Shares (“Shares”) (collectively, the "Award") by Caleres, Inc. ("Company") to the Participant named below, who has been selected by the Compensation Committee of the
Company's Board of Directors (the "Committee") to receive the Award with respect to the Performance Periods set forth below under the Company’s Incentive and Stock Compensation Plan of 2017 (the "Plan"). Subject to the key terms set forth below and the attached General Terms and Conditions (dated as of August 23, 2017), all of which constitute part of this Agreement, this Award provides:
Participant:
Performance Award, being comprised of the following:
Number of Performance Shares:
Form of Payment: Shares
of Company stock
Performance Cycle: The Company’s Fiscal Years 2018 through 2020
Performance Periods: Four distinct performance periods: fiscal 2018, fiscal 2019, fiscal 2020 and the three-year period of fiscal 2018 - 2020 with one-fourth of the target award allocated to each of fiscal 2018, fiscal 2019, fiscal 2020 and the three-year period of fiscal 2018 - 2020
Performance: As approved by the Committee
Minimum Performance Level: As approved by the Committee
Maximum Award Value: 200%
of Target Award for each Performance Period
Performance Measure(s): Cumulative Adjusted EPS and Company Revenue Growth
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the last date written below.
1.Performance Period(s). The Performance Period(s) shall be as specified on the executed cover page of this Award.
2.Performance Measure(s). The Performance Measure(s) shall be as specified on the executed coverage page of this Award.
3. Value of Award. The Award shall represent and have a Maximum Award Value as specified on the executed cover page of this Award.
4. Earning the Award; Certification of Performance
and Percent Earned. The portion of the Award allocated to a Performance Period shall be “earned” following the end of such Performance Period, as of the date the Committee shall determine and certify: (a) whether the Minimum Performance Level (as set forth on Attachment A) has been satisfied; (b) and if so, the percent of the Award that has been earned in accordance with the Performance Payoff Profile (as set forth on Attachment A) (the “Percent Earned”), but in no event more than the Maximum Award Value; and provided that the determinations pursuant to (a) and (b) shall be subject to the Committee’s right to exercise its discretion to reduce the Company’s level of performance based on the quality of earnings pursuant to Section 9 of the Plan. All calculations as to the Performance Measures shall be adjusted (1) pursuant to Section 14.2 of the Plan
and (2) to exclude all items of gain, loss or expense for the Performance Period determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principle all as determined in accordance with applicable accounting standards established pursuant to generally accepted accounting principles.
5. Amount Payable and Payment of the Award.
(a) Unless this Award is sooner terminated in accordance with Section 5, an earned Award (as provided in Section 3) shall be payable within sixty (60) days following completion of the Performance Cycle. Subject to Section 5(b) and in accordance with Section 5(c), this Award shall not be payable and shall be forfeited if Participant terminates employment
with the Company prior to the date that the Award payment is made to the Participant.
(b) The amount payable to the Participant shall be determined by multiplying the Percent Earned by the Target Award specified on Attachment A, subject to the Committee’s right to exercise discretion as provided in Section 3.
(c) Unless otherwise specified on the executed cover page of this Award, payment of the earned Performance Shares shall be made in shares of the Company’s Common Stock (“Shares”).
6. Termination
Provisions.
(a) If, pursuant to Section 3, the Committee certifies that the Minimum Performance Level has not been achieved, this Award shall immediately terminate and no longer be of any effect.
(b) If Participant’s employment is terminated during the Performance Period by reason of death, Disability, retirement (as determined and approved by the Committee) or early retirement (as determined and approved by the Committee), the Committee, in its sole discretion, shall determine whether the Participant (or Participant’s beneficiary in the event of death) shall be eligible to receive any payment under this Award. If payment of this Award is approved by the Committee, such payment shall be pro-rated based on the number of full months of continued active employment by Participant during the Performance Cycle as a percent of the total number of months in the
Performance Cycle; the amount payable shall be based on the Percent Earned; and payment shall be made pursuant to Section 4 at the same time as payment of other awards for the same Performance Cycle are made to other eligible participants who did not terminate employment during the Performance Cycle. Notwithstanding the foregoing, in the event of Participant’s termination due to death or Disability, if approved by the Committee, such pro-rated payment may be made prior to expiration of the Performance Cycle, with calculation of and timing of the payment amount to be determined by the Committee.
(c) Except as provided in subsection 5(b), a Participant shall be eligible for payment of the earned Award, as specified in Section 3, only if the Participant remains continuously employed by the Company
from the date of this Agreement, through the end of the Performance Cycle and continuing thereafter until the date the Awards is actually paid.
7. Dividends. The Participant shall have no right to any dividends that may be paid with respect to Shares until any such shares are vested.
8. Change in Control. If a Participant is employed by the Company on the date of a Change in Control, subject to Article 13 of the Plan, unless otherwise specifically prohibited under applicable laws, or by the rules
and regulations of any governing governmental agencies or national securities exchange, the Award shall be deemed to have been fully earned for the entire Performance Cycle and fully vested as of the effective date of the Change in Control; and based upon an assumed achievement of all relevant targeted performance goals, the Award shall be payable in the amounts or at the level provided by the above-referenced provisions of the Plan within thirty (30) days following the effective date of the Change in Control.
9. Recapitalization. Subject to Section 4.2 of the Plan, in the event that there is any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation including a spin-off, or other distribution of stock or property of the
Company, any reorganization (whether or not such reorganization comes within the definition of such term in Code 368) or any partial or complete liquidation of the Company, such adjustment shall be made in the number and class and/or price of the Shares subject to this Award, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of Performance Shares subject to this Award shall always be a whole number.
10. Tax Withholding. The Committee shall have the power and the right to deduct or withhold, or require the Participant or beneficiary to remit to the
Company, an amount sufficient to satisfy Federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the Award. In satisfaction of such requirements, subject to the approval of the Committee, the Participant may elect, within an election period specified by the Company, to satisfy the withholding requirement, in whole or in part, by having the Company withhold from the payment of the Award: (a) Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be withheld on the transaction (“Withholding Amount”), or at such other rate as will not result in adverse accounting treatment, as determined by the Board in its sole discretion, from
that portion of the Award that is payable in Shares, if any; and/or (b) cash equal to the Withholding Amount from that portion of the Award that is payable in cash, if any; or (c) a combination of (a) and (b). All such elections shall be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.
11. Clawback. Any payouts will be subject to recovery if it is determined that the Participant personally and knowingly engaged in practices that materially contributed to the circumstances that led to the restatement of the Company’s financial statements.
12. Nontransferability. This
Agreement, as well as the rights granted thereunder, may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.
13. Administration.
(a) This Award and the rights of the Participant hereunder are subject to all terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant.
(b) If
there is any inconsistency between the terms of this Award and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan unless specifically set forth otherwise herein.
14. Miscellaneous
(a) This Agreement shall not confer upon the Participant any right to continuation of employment by the Company, nor shall this Agreement interfere in any way with the Company’s right to terminate his or her employment at any time.
(b) The
Committee and/or the Company’s Board of Directors may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect the Participant’s rights under this Agreement without the Participant’s written consent.
(c) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
(d) To the extent not preempted by Federal law, this Agreement
shall be construed in accordance with and governed by the substantive laws of the State of Missouri without regard to conflicts of laws principles, which might otherwise apply. Any litigation arising out of, in connection with, or concerning any aspect of the Plan or this Agreement shall be conducted exclusively in the State or Federal courts in Missouri.
Dates Referenced Herein and Documents Incorporated by Reference
