TOPEKA, Kan., Aug. 31, 2012 /PRNewswire/ -- Collective Brands, Inc. (NYSE:PSS) today reported financial results for its 2012 second quarter ended July 28, 2012. The 2012 second quarter net earnings attributable to Collective Brands, Inc. were $9.7 million, or $0.16 per share, compared to a loss of $35.0 million, or $0.58 per share, in the second quarter of 2011.

Collective Brands' second quarter 2012 net sales increased 0.4% to $886.0 million. This was driven by the Company's 2.9% comparable store sales(1 )increase and sales growth of 6.1% in the Performance + Lifestyle Group ("PLG") Wholesale segment, offset in part by operating 375 fewer stores.

Adjusted earnings per share(2) were $0.34 compared to $0.16 in the second quarter of 2011. Adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA")(2) were $61.3 million compared to $53.7 million the prior year, an increase of 14.2%.

The second quarter 2012 adjustments were comprised substantially of costs related to the review of strategic alternatives / pending sale of the Company. These costs totaled $11.9 million on a pre-tax basis, or $0.18 per share after tax.

"Our second quarter results illustrate the progress that Collective Brands is making in executing the turnaround of the Payless business and continuing the growth in the Performance + Lifestyle Group," said Michael J. Massey, Chief Executive Officer of Collective Brands, Inc. "The results reinforce the point that the new Payless strategy is working domestically as we are re-connecting with our core budget-conscious consumer through more relevant price points and styles. As we implemented the Payless strategy in Latin America during the quarter, we saw strong comparable store sales results. Within PLG, Sperry Top-Sider continues to deliver strong growth and we are again posting double-digit comparable store sales gains at Stride Rite retail stores, demonstrating their resurgence."

Massey added, "I cannot emphasize enough how proud I am of our 30,000 associates and our leadership team for their contributions to our success."

Consolidated Quarterly Results - Selected unaudited financial data for the 13 weeks ended July 28, 2012 and July 30, 2011:


    (Dollars in
     millions, except
     per share)        2nd Qtr         Adjusted(2)         2nd Qtr         Adjusted(2)         Adjusted
                                 2012                2012            2011                2011  2012 vs.
                                                                                               Adjusted
                                                                                                           2011
                                                                                                           ----
    Net sales                  $886.0              $886.0          $882.4              $882.4              $3.6
    Gross margin                 33.3%               33.3%           23.6%               30.8%          250 bps
    Selling, general &
     administrative
     (SG&A) expense
     ratio                       30.9%               29.6%           29.6%               28.4%          120 bps
    Net earnings
     attributable to
     Collective
     Brands, Inc.                $9.7               $21.3          ($35.0)               $9.9             $11.4
    Diluted earnings
     per share                  $0.16               $0.34          ($0.58)              $0.16             $0.18

    --  Net sales for the quarter increased as a result of the comparable store
        sales increases in each of our retail businesses and growth in PLG
        Wholesale, offset, in part, by operating 8% fewer stores than at the end
        of second quarter last year.  PLG Wholesale sales were driven by
        strength in Sperry Top-Sider and the Stride Rite Children's Group.  In
        Payless, an improved merchandise mix built on a higher percentage of
        Incredible Value Every Day product, sharper opening price points and
        more basic fashions drove the same store sales increase.
    --  The improved gross margin rate reflects strong improvement in our retail
        businesses resulting from same store sales increases, fewer markdowns
        consistent with the revised strategy in Payless and lower occupancy
        costs as a percent of sales from closing under-performing and
        non-strategic stores over the last year.
    --  The SG&A expense ratio increased as the result of additional marketing
        spend, primarily at Payless, and an increase in incentive compensation
        linked to performance improvements.

Inventory at the end of the quarter was $624.4 million, up 6.7% versus year ago levels. The planned inventory increase in Payless and Stride Rite retail stores provides greater depth to support planned comparable store sales increases, offset, in part, by operating fewer retail stores.

During the second quarter, the Company added 22 new stores (14 Payless and 8 PLG) and closed 34 stores (27 Payless and 7 PLG).


    Wholly-Owned and
     Joint Venture
     Store Counts    July 28, 2012     Apr. 28, 2012     July 30, 2011
    ---------------- -------------     -------------     -------------
    Payless Domestic             3.464             3,480             3,783
    Payless
     International                 663               660               672
    Performance +
     Lifestyle Group
     Retail                        337               336               384
                                   ---               ---               ---
    Total Stores                 4,464             4,476             4,839
                                 =====             =====             =====

The Company also franchised stores in 23 countries and territories as of the end of the second quarter 2012.


    Franchise Store Counts July 28, 2012    Apr. 28, 2012    July 30, 2011
    ---------------------- -------------    -------------    -------------
    Payless International               174              160              103
    Stride Rite                          26               25               11
                                        ---              ---              ---
    Total Franchise Stores              200              185              114
                                        ===              ===              ===

    Quarterly Segment Results (dollars in millions)

                                                        2012     2011 $ Change % Change
                                                        ----     ---- -------- --------
    NET SALES
               Payless Domestic                     $477.0   $494.5   ($17.5)     (3.5%)
               Payless International                 119.4    117.2      2.2        1.9%
               PLG Wholesale                         231.0    217.7     13.3        6.1%
               PLG Retail                             58.6     53.0      5.6       10.6%
                                                        ----     ----      ---        ---
    TOTAL                                             $886.0   $882.4     $3.6        0.4%
                                                    ======   ======     ====        ===


                                                  2012 Adjusted2   2011  Adjusted2  Adjusted   % Change
                                                            2012              2011  2012 vs.
                                                                                    Adjusted
                                                                                         2011
                                                                                         ----
    OPERATING PROFIT/(LOSS)
                            Payless Domestic               ($7.7)  $3.4     ($63.8)    ($10.0)     $13.4     NMF
                            Payless International            7.8    7.8        8.6       11.1       (3.3) (29.7%)
                            PLG Wholesale                   24.3   25.0       (0.3)      23.9        1.1     4.6%
                            PLG Retail                      (3.2)  (3.1)      (6.9)      (3.8)       0.7     NMF
                                                           -----   ----       ----       ----        ---     ---
    TOTAL                                                  $21.2  $33.1     ($62.4)     $21.2      $11.9    56.1%
                                                           =====  =====     ======      =====      =====    ====


                                           2012 Adjusted(2)   2011  Adjusted2  Adjusted
                                                       2012              2011  2012 vs.
                                                                               Adjusted
                                                                                    2011
                                                                                    ----
    OPERATING MARGIN
                     Payless Domestic                 (1.6%)   0.7%    (12.9%)     (2.0%)   270 bps
                     Payless International              6.5%   6.5%       7.3%       9.5% (300) bps
                     PLG Wholesale                     10.5%  10.8%     (0.1%)      11.0%  (20) bps
                     PLG Retail                       (5.5%) (5.4%)    (13.0%)     (7.2%)   180 bps
                                                     ------  -----      -----     ------      -----
    TOTAL                                               2.4%   3.7%     (7.1%)       2.4%   130 bps
                                                        ===    ===      =====        ===    =======

    --  Payless Domestic - Net sales decreased as a result of Payless operating
        319 fewer stores than in the comparable period last year, offset in part
        by a same store sales increase of 2% driven by the factors noted above. 
        From a category perspective, women's posted a mid-single digit
        comparable store sales increase.  Dress and casual shoes posted double
        digit gains while sandals had mid to high single digit gains. 
        Children's and men's categories were down single digits.  Adjusted
        operating profit(2) increased as a result of the comparable store sales
        increase, reduced markdowns and lower occupancy costs.
    --  Payless International - Net sales reflect a 2% same store sales
        increase.  Latin America experienced an 11% increase in same store
        sales, benefiting from the revised strategy and improved inventory
        levels, while Canada and Puerto Rico experienced mid and low single
        digit declines, respectively.  Foreign exchange rate impacted Canada
        sales.  Adjusted operating profit(2) decreased slightly due to higher
        markdowns in Latin America as we finalized the roll out of our new
        merchandising strategy and as a result of sales declines in Canada and
        Puerto Rico.
    --  PLG Wholesale - Net sales increased based upon the strength of Sperry
        Top-Sider, which grew over 20% from the comparable period last year, and
        the Stride Rite Children's Group which grew high single digits, offset
        by a mid single digit decline at Saucony as it awaited the launch of new
        franchise models for fall.  Adjusted operating profit(2) improved
        slightly, from higher sales and a 100 basis point improvement in gross
        margin, offset by SG&A increases due to the annualization of prior year
        investments in infrastructure and talent
    --  PLG Retail - Net sales increased as the result of an 12% increase in
        same store sales and the opening of 13 new Sperry Top-Sider stores,
        offset in part by operating 60 fewer Stride Rite stores.  The adjusted
        operating loss(2) declined as a result of the sales growth and 50 basis
        point improvement in gross margin rate, offset by higher SG&A costs.

Transaction Update

The Company still anticipates the sale of Collective Brands to a consortium made up of Blum Strategic Partners IV, L.P., Golden Gate Capital Opportunity Fund, L.P. and Wolverine World Wide, Inc. to close late in the third calendar quarter or early in the fourth quarter.

Notes to Financial Data

(1 )Comparable store sales include Payless stores from all regions and PLG stores. The calculation excludes franchised stores.

(2 )This release contains certain non-GAAP financial measures. These measures are included as a complement to results provided in accordance with GAAP because management believes these non-GAAP financial measures better reflect the underlying performance trends in Collective Brands' business and provide useful information to both management and investors. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. Please see the reconciliations of the non-GAAP financial measures after the condensed consolidated statements of cash flows. The measures used in this release are as follows:

Adjusted net income attributable to Collective Brands, Inc. - Defined as net income attributable to Collective Brands, Inc. excluding adjustments related to strategic review expenses, impairments of trade names, tangible assets and goodwill, CEO transition expense, lease terminations, employee severance and other exit costs, and their related tax adjustments.

Adjusted earnings per share - Defined as diluted earnings per share attributable to Collective Brands, Inc. common shareholders excluding adjustments related to strategic review expenses, impairments of trade names, tangible assets and goodwill, CEO transition expense, lease terminations, employee severance and other exit costs, and their related tax adjustments.

Adjusted gross margin - Defined as gross margin excluding adjustments related to lease terminations and impairments of trade names and tangible assets.

Adjusted SG&A - Defined as gross margin excluding adjustments related to employee severance and other exit costs and CEO transition expense.

Adjusted operating profit - Defined as operating profit excluding adjustments related to strategic review expenses, impairments of trade names, tangible assets and goodwill, CEO transition expense, lease terminations, and employee severance and other exit costs.

Adjusted operating margin - Defined as operating margin excluding adjustments related to strategic review expenses, impairments of trade names, tangible assets and goodwill, CEO transition expense, lease terminations, and employee severance and other exit costs.

Adjusted EBITDA - Defined as earnings before adjustments, interest (including loss on early extinguishment of debt), taxes, depreciation and amortization. Adjusted EBITDA provides useful information about the Company's operations because it eliminates the effect of invested capital on the Company's operating profit.

About Collective Brands

Collective Brands, Inc. is a leader in bringing compelling lifestyle, fashion and performance brands for footwear and related accessories to consumers worldwide. The company operates three strategic units: Payless ShoeSource, Collective Brands Performance + Lifestyle Group (PLG) and Collective Licensing International. Payless ShoeSource is one of the largest footwear retailers in the western hemisphere. It is dedicated to providing incredible values of on-trend and validated styles of footwear and accessories. PLG markets footwear and related products for children and adults under well-known brand names including Stride Rite, Sperry Top-Sider, Saucony, and Keds. Collective Licensing International is a leading youth lifestyle marketing and global licensing business. Information about, and links for shopping on, each of Collective Brands' business units can be found at www.collectivebrands.com.

Cautionary Statement Regarding Forward-Looking Statements

This release contains assumptions, expectations, projections, intentions or beliefs about future events that are intended as "forward-looking statements". All statements included or incorporated by reference in this release, other than statements that are historical facts, are forward-looking statements. The words "believe", "expected", "should" and similar expressions are intended to identify forward-looking statements. Forward-looking statements are estimates and projections reflecting management's reasonable judgment based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. With respect to forward-looking statements, management has made assumptions regarding, among other things, customer spending patterns, weather, pricing, operating costs, the timing of various events and the economic and regulatory environment. A variety of factors could cause actual results and experience to differ materially from the anticipated results or expectations expressed in forward-looking statements. These risks and uncertainties that may affect the operations, performance and results of our business include, but are not limited to: (i) the impact of competition and pricing; (ii) changes in consumer preferences and spending patterns; (iii) general economic, business and social conditions in the countries where the Company sources products and/or supplies or has or intends to open stores; (iv) changes in weather patterns; (v) the inability to renew material leases, licenses or contracts upon their expiration; (vi) the ability to identify and negotiate leases for new locations on acceptable terms or to terminate unwanted leases on acceptable terms; (vii) the financial condition of suppliers; (viii) changes in existing or potential duties, tariffs or quotas, and the application thereof; (ix) changes in relationships between the U.S. and foreign countries as well as between foreign countries; (x) economic and political instability in foreign countries or restrictive actions by the governments of foreign countries in which suppliers and manufacturers from whom the Company sources are located or in which the Company does business; (xi) changes in trade, intellectual property, customs and/or tax laws; (xii) fluctuations in currency exchange rates (e.g. yuan, Canadian dollar, euro); (xiii) the ability to hire, train and retain associates; (xiv) performance of other parties in strategic alliances; (xv) outcomes of intellectual property or employment litigation, and class actions; (xvi) the ability to comply with local laws in foreign countries; (xvii) our ability to maintain and upgrade information systems; (xviii) threats or acts of terrorism or war; (xix) strikes, work stoppages and/or slowdowns by unions that play a significant role in the manufacture, distribution or sale of product; (xx) changes in commodity prices such as oil; (xxi) uncertainties associated with the proposed sale of the Company (the "Merger") to an entity ("Parent") controlled by Blum Strategic Partners IV, L.P., Golden Gate Capital Opportunity Fund, L.P. and Wolverine World Wide, Inc., including uncertainties relating to the anticipated timing of filings and approvals relating to the proposed Merger and the sale by Parent of the Company's Performance + Lifestyle Group business to a wholly owned subsidiary of Wolverine World Wide, Inc. (the "Carveout Transaction"), the expected timing of completion of the proposed Merger and the Carveout Transaction, the satisfaction of the conditions to the consummation of the proposed Merger and the Carveout Transaction, including financing conditions, the ability to complete the proposed Merger and the Carveout Transaction, and the impact of the pending transactions on our businesses, employees, customers and suppliers; and (xxii) other risks referenced from time to time in filings of ours with the Securities and Exchange Commission, including our annual report on Form 10-K for the fiscal year ended January 28, 2012 in Part I, Item 1A, "Risk Factors" and the Company's Definitive Proxy Statement on Schedule 14A filed on July 19, 2012.. The Company believes these forward-looking statements are reasonable; however, you should not place undue reliance on forward-looking statements, which are based on current expectations and speak only as of the date of this release. Any or all of our forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, many of which are beyond our control.

All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Collective Brands does not undertake any obligation to release any revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The unaudited condensed consolidated statements of earnings, balance sheets and statements of cash flows have been prepared in accordance with the Company's accounting policies as described in the Company's Form 10-K for the fiscal year ended January 28, 2012, on file with the Securities and Exchange Commission, are subject to reclassification and adjustments and should be read in conjunction with the 2011 Annual Report to Shareowners. In the opinion of management, this information is fairly presented and all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the results for the interim periods have been included.


                                                    COLLECTIVE BRANDS, INC.
                                         CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                                          (UNAUDITED)


    (dollars and shares
     in millions,
     except per share
     data)              13 Weeks Ended                   26 Weeks Ended
                        --------------                   --------------

                           July 28,                         July 30,                   July 28,           July 30,
                                      2012                             2011                         2012               2011
                                      ----                             ----                         ----               ----

    Net sales                       $886.0                           $882.4                     $1,798.1           $1,751.4

    Cost of sales                    590.9                            673.9                      1,177.9            1,233.0

    Gross margin                     295.1                            208.5                        620.2              518.4

    Selling, general
     and administrative
     expenses                        273.9                            260.9                        549.8              528.4

    Impairment of
     goodwill                            -                             10.0                            -               10.0

    Operating profit
     (loss)                           21.2                            (62.4)                        70.4              (20.0)

    Interest expense                   7.5                             10.0                         15.8               20.9

    Interest income                   (0.2)                            (0.1)                        (0.3)              (0.2)

    Net earnings (loss)
     before income
     taxes                            13.9                            (72.3)                        54.9              (40.7)

    Provision (benefit)
     for income taxes                  2.4                            (39.0)                         9.4              (35.6)

    Net earnings (loss)               11.5                            (33.3)                        45.5               (5.1)

    Net earnings
     attributable to
     noncontrolling
     interests                        (1.8)                            (1.7)                        (2.6)              (3.5)

    Net earnings (loss)
     attributable to
     Collective Brands,
     Inc.                             $9.7                           $(35.0)                       $42.9              $(8.6)
                                      ====                           ======                        =====              =====

    Earnings (loss) per
     share attributable
     to Collective
     Brands, Inc.
     common
     shareholders:
    Basic                            $0.16                           $(0.58)                       $0.70             $(0.14)
    Diluted                          $0.16                           $(0.58)                       $0.70             $(0.14)

    Weighted average
     shares
     outstanding:
    Basic                             60.6                             60.3                         60.4               60.5
    Diluted                           61.4                             60.3                         61.1               60.5


                                                   COLLECTIVE BRANDS, INC
                                            CONDENSED CONSOLIDATED BALANCE SHEETS
                                                         (UNAUDITED)

                                                                  July 28,            July 30,          January 28,
    (dollars in millions)                                                        2012              2011                 2012
                                                                                 ----              ----                 ----

    ASSETS:

    Current assets:
                             Cash and cash equivalents                         $190.3            $234.8               $181.3
                             Accounts receivable, net                           189.0             171.8                146.0
                             Inventories                                        624.4             585.0                563.4
                             Current deferred income taxes                        6.7              36.5                  7.2
                             Prepaid expenses                                    68.7              59.8                 61.5
                             Other current assets                                21.5              20.3                 21.8
    Total current assets                                                      1,100.6           1,108.2                981.2

    Property and equipment,
     net                                                                        348.3             383.4                369.4
    Intangible assets, net                                                      379.2             390.7                384.7
    Goodwill                                                                    269.8             269.8                269.8
    Deferred income taxes                                                        12.8               6.8                 10.7
    Other assets                                                                 28.2              39.4                 31.4

    TOTAL ASSETS                                                             $2,138.9          $2,198.3             $2,047.2
                                                                             ========          ========             ========

    LIABILITIES AND EQUITY:

    Current liabilities:
                              Current maturities of long-term
                              debt                                               $5.1              $5.1                 $5.1
                             Accounts payable                                   325.2             310.0                291.6
                             Accrued expenses                                   156.9             154.4                147.0
    Total current liabilities                                                   487.2             469.5                443.7

    Long-term debt                                                              602.3             657.0                604.8
    Deferred income taxes                                                       120.7              40.6                122.4
    Other liabilities                                                           198.1             186.1                202.8

    Equity:
                              Collective Brands, Inc.
                              shareowners' equity                               703.6             816.5                644.8
                             Noncontrolling interests                            27.0              28.6                 28.7

    Total equity                                                                730.6             845.1                673.5

    TOTAL LIABILITIES AND
     EQUITY                                                                  $2,138.9          $2,198.3             $2,047.2
                                                                             ========          ========             ========


                                               COLLECTIVE BRANDS, INC.
                                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                     (UNAUDITED)


                                                                                         26 Weeks Ended
                                                                                         --------------
                                                                               July 28,                 July 30,
    (dollars in millions)                                                                 2012                     2011
                                                                                          ----                     ----

    OPERATING ACTIVITIES:
    Net earnings (loss)                                                                  $45.5                    $(5.1)
    Adjustments for non-cash
     items included in net
     earnings:
                                 Loss on impairment and disposal of
                                 assets                                                    4.4                     36.3
                                 Impairment of goodwill and
                                 indefinite-lived tradenames                                 -                     41.1
                                Depreciation and amortization                             59.4                     66.4
                                 Provision for losses on accounts
                                 receivable                                                1.1                      0.4
                                Share-based compensation expense                           4.1                      8.6
                                Deferred income taxes                                     (3.3)                   (29.3)
    Changes in working capital:
                                Accounts Receivable                                      (45.5)                   (56.6)
                                Inventories                                              (61.1)                   (50.8)
                                 Prepaid expenses and other current
                                 assets                                                   (7.2)                    (3.4)
                                Accounts payable                                          29.8                     21.9
                                Accrued expenses                                          16.7                    (29.4)
    Changes in other assets and
     liabilities, net                                                                      0.7                    (22.9)
                                                                                           ---                    -----

    Cash flow provided by (used
     in) operating activities                                                             44.6                    (22.8)
                                                                                          ----                    -----

    INVESTING ACTIVITIES:
    Capital expenditures                                                                 (40.7)                   (42.3)
                                                                                         -----                    -----

    Cash flow used in investing
     activities                                                                          (40.7)                   (42.3)
                                                                                         -----                    -----

    FINANCING ACTIVITIES:
    Repayment of debt                                                                     (2.6)                    (2.6)
    Issuances of common stock                                                              9.1                      1.8
    Purchases of common stock                                                             (1.5)                   (18.2)
    Distribution to
     noncontrolling interests                                                             (4.8)                    (7.0)
                                                                                          ----                     ----

    Cash flow provided by (used
     in) financing activities                                                              0.2                    (26.0)
                                                                                           ---                    -----

    Effect of exchange rate
     changes on cash                                                                       4.9                      1.8

    Increase (decrease) in cash
     and cash equivalents                                                                  9.0                    (89.3)


    Cash and cash equivalents,
     beginning of year                                                                   181.3                    324.1
                                                                                         -----                    -----
    Cash and cash equivalents,
     end of period                                                                      $190.3                   $234.8
                                                                                        ======                   ======

                                                        COLLECTIVE BRANDS, INC
                                                   SUMMARY OF NON-GAAP ADJUSTMENTS
                                              FOR THE THIRTEEN WEEKS ENDED JULY 30, 2011
                                                             (UNAUDITED)

    (in millions)  Payless Domestic                     Payless                        PLG         PLG Wholesale       Total
                                                       International                    Retail
                                                           ------                                                                ---
    Impairment of
     tangible
     assets -
     increase from
     Q2 2010                        $26.2                                $2.5                 $3.1                $0.7       $32.5
    Impairment of
     tradenames                       7.6                                   -                    -                23.5        31.1
    CEO severance                    10.0                                   -                    -                   -        10.0
    Impairment of
     goodwill                        10.0                                   -                    -                   -        10.0
                                     ----                                 ---                  ---                 ---        ----

    Total                           $53.8                                $2.5                 $3.1               $24.2       $83.6
                                    =====                                ====                 ====               =====       =====




                                                     COLLECTIVE BRANDS, INC
                                                SUMMARY OF NON-GAAP ADJUSTMENTS
                                           FOR THE THIRTEEN WEEKS ENDED JULY 28, 2012
                                                          (UNAUDITED)

    (in millions)  Payless Domestic                     Payless                        PLG         PLG Wholesale       Total
                                                     International                    Retail
                                                           ------                                                                ---
    Strategic
     review
     expenses                       $11.2                                 $ -                  $ -                $0.7       $11.9
    Lease
     termination
     costs                            0.3                                   -                    -                   -         0.3
    Employee
     severance and
     other exit
     costs                           (0.4)                                  -                  0.1                   -        (0.3)
                                     ----                                 ---                  ---                 ---        ----

    Total                           $11.1                                 $ -                 $0.1                $0.7       $11.9
                                    =====                                 ===                 ====                ====       =====

                                     COLLECTIVE BRANDS, INC.
                  RECONCILIATION OF GAAP TO NON-GAAP CONSOLIDATED GROSS MARGIN
                  FOR THE THIRTEEN WEEKS ENDED JULY 28, 2012 AND JULY 30, 2011
                                           (UNAUDITED)



    (dollars in
     millions)                                  July 28, 2012              July 30, 2011
    -----------                                 -------------              -------------

    Gross Margin:
     as reported
     (GAAP basis)                                        $295.1                     $208.5
    Impairment of
     tangible
     assets -
     increase from
     Q2 2010                                                  -                       32.5
    Impairment of
     tradenames                                               -                       31.1
    Lease
     termination
     costs                                                  0.3                          -
    Gross Margin:
     non-GAAP
     basis                                               $295.4                     $272.1
                                                         ======                     ======


                                        COLLECTIVE BRANDS, INC.
                                   RECONCILIATION OF GAAP TO NON-GAAP
                       CONSOLIDATED SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
                      FOR THE THIRTEEN WEEKS ENDED JULY 28, 2012 AND JULY 30, 2011
                                              (UNAUDITED)



    (dollars in
     millions)                                     July 28, 2012                 July 30, 2011
    -----------                                    -------------                 -------------

    Selling, general
     and
     administrative
     expenses: as
     reported (GAAP
     basis)                                                  $273.9                        $260.9
    CEO severance                                                 -                          10.0
    Strategic review
     expenses                                                  11.9                             -
    Employee severance
     and other exit
     costs                                                     (0.3)                            -
    Selling, general
     and
     administrative
     expenses: non-
     GAAP basis                                              $262.3                        $250.9
                                                             ======                        ======


                                                                  COLLECTIVE BRANDS, INC.
                                                 RECONCILIATION OF GAAP TO NON-GAAP OPERATING PROFIT (LOSS)
                                                FOR THE THIRTEEN WEEKS ENDED JULY 28, 2012 AND JULY 30, 2011
                                                                        (UNAUDITED)

                             July 28, 2012
                             -------------

    (dollars in
     millions)        Payless Domestic                           Payless                                 PLG          PLG Wholesale        Total
                                                              International                             Retail
    ---                                                       -------------                             ------

    Operating (loss)
     profit: as
     reported (GAAP
     basis)                              $(7.7)                                   $7.8                         $(3.2)               $24.3         $21.2
    Strategic review
     expenses                             11.2                                       -                             -                  0.7          11.9
    Lease termination
     costs                                 0.3                                       -                             -                    -           0.3
    Employee
     severance and
     other exit costs                     (0.4)                                      -                           0.1                    -          (0.3)
    Operating profit:
     non-GAAP basis                       $3.4                                    $7.8                         $(3.1)               $25.0         $33.1
                                          ====                                    ====                         =====                =====         =====


                           July 30, 2011
                           -------------

    (dollars in
     millions)        Payless Domestic                           Payless                                 PLG          PLG Wholesale        Total
                                                              International                             Retail
    ---                                                       -------------                             ------

    Operating (loss)
     profit: as
     reported (GAAP
     basis)                             $(63.8)                                   $8.6                         $(6.9)               $(0.3)       $(62.4)
    Impairment of
     tangible assets
     -increase from
     Q2 2010                              26.2                                     2.5                           3.1                  0.7          32.5
    Impairment of
     tradenames                            7.6                                       -                             -                 23.5          31.1
    CEO severance                         10.0                                       -                             -                    -          10.0
    Impairment of
     goodwill                             10.0                                       -                             -                    -          10.0
    Operating (loss)
     profit: non-
     GAAP basis                         $(10.0)                                  $11.1                         $(3.8)               $23.9         $21.2
                                        ======                                   =====                         =====                =====         =====


                                           COLLECTIVE BRANDS, INC.
                   RECONCILIATION OF GAAP TO NON-GAAP PROVISION (BENEFIT) FOR INCOME TAXES
                         FOR THE THIRTEEN WEEKS ENDED JULY 28, 2012 AND JULY 30, 2011
                                                 (UNAUDITED)

                                     July 28, 2012                               July 30, 2011
                                     -------------                               -------------
                                      As Reported                                 As Reported
    (dollars in
     millions)                        (GAAP Basis)                                (GAAP Basis)
    -----------                       -----------                                 -----------

    Provision
     (benefit) for
     income taxes:
     as reported
     (GAAP basis)                                   $2.4                                      $(39.0)
    Adjustment                                       0.3         (a)                            38.7  (b)
    Provision
     (benefit) for
     income taxes:
     non-GAAP
     basis                                          $2.7                                       $(0.3)
                                                    ====                                       =====

    Note to adjustment:

                                            (a) Represents the income tax
                                            benefit decrease related to
                                            strategic review expenses
                                            totaling $11.9 million and
                                            lease termination costs
                                            totaling $0.3 million,
                                            partially offset by the
                                            release of employee severance
                                            and other exit costs totaling
                                            $0.3 million.


                                            (b) Represents the income tax
                                            benefit decrease related to
                                            the impairment of tangible
                                            assets --increase from Q2
                                            2010 totaling $32.5 million,
                                            impairment of tradenames
                                            totaling $31.1 million, CEO
                                            severance totaling $10.0
                                            million and goodwill
                                            impairment expense totaling
                                            $10.0 million.


                                                COLLECTIVE BRANDS, INC.
                                 RECONCILIATION OF GAAP TO NON-GAAP NET EARNINGS (LOSS)
                              FOR THE THIRTEEN WEEKS ENDED JULY 28, 2012 AND JULY 30, 2011
                                                      (UNAUDITED)

                                                       July 28, 2012                       July 30, 2011
                                                       -------------                       -------------
                                                        As Reported                         As Reported
    (dollars in millions)                               (GAAP Basis)                        (GAAP Basis)
    --------------------                                -----------                         -----------

    Earnings (loss)
     attributable to
     Collective Brands, Inc.:
     as reported (GAAP basis)                                              $9.7                          $(35.0)
    Impairment of tangible
     assets -increase from Q2
     2010                                                                     -                            32.5
    Impairment of tradenames                                                  -                            31.1
    CEO severance                                                             -                            10.0
    Impairment of goodwill                                                    -                            10.0
    Strategic review expenses                                              11.9                               -
    Lease termination costs                                                 0.3                               -
    Employee severance and
     other exit costs                                                      (0.3)                              -
    Income tax provision/
     benefit decrease related
     to the adjustments above                                              (0.3)                          (38.7)
    Earnings attributable to
     Collective Brands, Inc.:
     non-GAAP basis                                                       $21.3                            $9.9
                                                                          =====                            ====


                                                   COLLECTIVE BRANDS, INC.
                            RECONCILIATION OF GAAP TO NON-GAAP DILUTED EARNINGS (LOSS) PER SHARE
                                           ATTRIBUTABLE TO COLLECTIVE BRANDS, INC.
                                FOR THE THIRTEEN WEEKS ENDED JULY 28, 2012 AND JULY 30, 2011
                                                         (UNAUDITED)

                                       July 28, 2012                                         July 30, 2011
                                       -------------                                         -------------
                                        As Reported                                           As Reported
                                        (GAAP Basis)                                          (GAAP Basis)
                                        -----------                                           -----------

    Diluted earnings (loss)
     per share attributable
     to Collective Brands,
     Inc.: as reported
     (GAAP basis)                                         $0.16                                            $(0.58)
    Adjustment                                             0.18         (a)                                  0.74  (b)
    Diluted earnings per
     share attributable to
     Collective Brands,
     Inc.: non-GAAP basis                                 $0.34                                             $0.16
                                                          =====                                             =====

    Note to adjustment:

             (a) Represents the per share
             impact of strategic review
             expenses totaling $11.9
             million and lease termination
             costs totaling $0.3 million,
             partially offset by the
             release of employee severance
             and other exit costs totaling
             $0.3 million and income tax
             provision decrease for these
             items totaling $0.3 million.

             (b) Represents the per share
             impact of impairment of
             tangible assets -increase
             from Q2 2010 totaling $32.5
             million, impairment of
             tradenames totaling $31.1
             million, CEO severance
             totaling $10.0 million and
             goodwill impairment expense
             totaling $10.0 million,
             partially offset by the
             income tax benefit decrease
             for these items totaling
             $38.7 million.


                              RECONCILIATION OF GAAP TO NON-GAAP EBITDA
                    FOR THE THIRTEEN WEEKS ENDED JULY 28, 2012 AND JULY 30, 2011
                                             (UNAUDITED)


                                                    July 28, 2012                July 30, 2011
                                                    -------------                -------------
    Net
     earnings
     (loss)                                                  $11.5                         $(33.3)
    Provision
     (benefit)
     for
     income
     taxes                                                     2.4                          (39.0)
    Net
     interest
     expense
     (including
     loss on
     early
     extinguishment
     of debt)                                                  7.3                            9.9
     Depreciation
     and
     amortization                                             28.2                           32.5
    EBITDA                                                    49.4                          (29.9)
                                                              ----                          -----

    Strategic
     review
     expenses                                                 11.9                              -
    Lease
     termination
     costs                                                     0.3                              -
    Employee
     severance
     and other
     exit
     costs                                                    (0.3)                             -
    Tangible
     asset
     impairment
     charge
     increase
     from 2010                                                   -                           32.5
    Impairment
     of
     tradenames                                                  -                           31.1
    CEO
     transition
     expense                                                     -                           10.0
    Impairment
     of
     goodwill                                                    -                           10.0
    Adjusted
     EBITDA                                                  $61.3                          $53.7
                                                             =====                          =====

SOURCE Collective Brands, Inc.