Jean Fontana – IR Ed Rosenfeld – Chairman and CEO

Jeff Van Sinderen – B. Riley Kate McShane – Citigroup Danielle McCoy – Brean Capital Camilo Lyon – Canaccord Genuity Corinna Freedman – Wedbush Securities Steve Marotta – CL King & Associates Scott Krasik – BB&T Capital Markets Taposh Bari – Goldman Sachs Jane Thorn Leeson – KeyBanc Capital Markets Sam Poser – Sterne Agee Mike Richardson – Sidoti & Company

Thank you. Good morning everyone.

Thank you for joining us today for the discussion of Steve Madden fourth quarter and full year 2012 earnings results. Before we begin, I would like to remind you that statements made in this conference call that are not statements of historical facts constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Such forward-looking statements involve risk and uncertainties and other unknown facts that could cause actual result of the company to differ materially from historical results or any future results expressed or implied by forward-looking statements. The statements contain herein are also subject generally to other risk and uncertainties as described from time to time in the company’s report and registration statements filed with the SEC.

Also, please refer to the earnings release for information on risk factors that could cause actual results to differ. Finally, please note that any forward-looking statements used in today’s call cannot be relied upon as current after the state.

I would now like to turn the call over to Ed Rosenfeld, Chairman and CEO of Steve Madden.

Thanks, Jean. Good morning everyone, and thank you for joining us today.

We are pleased to report another quarter end year of record result at Steve Madden. For the fourth quarter of fiscal 2012, our net sales grew 12.8% through $315.5 million.

Diluted EPS increased 35.2% to $0.74. For the year, net sales are $1.2 billion, a 26.7% increase over 2011.

Diluted EPS was $2.71, a 20.3% gain over the prior year. Before going through a more detailed review of the financial results for the quarter and discussing our outlook for the 2013, let me first provide a review of our overall business initiatives including our achievements in 2012 and our goals for 2013.

Our first priority is always to sustain and build upon our fashion leadership position in our Steve Madden women wholesale footwear business and 2012 was a resounding success on that front. Our proven formula combining the unique creative talent of Steve and his design team with touch-and-react strategy and industry leading speed-to-market value once again resulted in a trend-right merchandise assortment that resonated with both retailers and consumers.

For the year, our Steve Madden women’s wholesale footwear business increased 15% in net sales including strong gains with key accounts, such as Nordstrom, Dillard’s and Lord and Taylor. We also transition Steve Madden to the Impulse Department at Macy’s from its previous position in the junior department.

This change has enabled us to put more elevated product into Macy’s that has sold through at a much improved rate positioning us for sales and profitability growth with that account in 2013. As we move ahead, we will remain laser-focused on creating the on trend product that will enable us to continue the momentum in our core business this year and in the years to come.

Our second initiative is to grow our direct-to-consumer business. 2012 was our biggest year ever in terms of retail expansion as we open 20 new bricks and mortar doors including 15 full-price doors and five outlook locations.

We also launched two new e-commerce sites during the year, Superga in the spring and Betsey Johnson in the fall. We ended the year with109 company-operated stores including 11 outlets and 3 e-commerce stores.

And the stores perform very well. We have 7.9% comparable store sales scheme for the year and improved our retail operating margin to 13.8%.

Looking ahead to 2013, we plan to continue to expand our retail store base with five to seven new outlet locations along with four to six new full-price stores. We also continue to make significant progress growing our business outside of footwear.

In 2012, wholesale accessory’s net sales increased 36% including 29% organic sales growth to $241 million. Our handbag business was the fastest growing business in the company in 2012.

Steve Madden handbags led the way with sales more than double versus the prior year. And our other handbag businesses were also strong, double digit sales growth in Betsey Johnson, Big Buddha and private-label handbags.

We continue to have strong momentum in this business as we head into 2013. We are also focused on building our licensing business.

While licensing royalty income was down modestly in 2012 due primarily to certain licenses that were discontinued, we recently signed several new licensing agreements which complement our current licensing portfolio and should enable us to return to growth in this area in 2013. In 2012, we launched Betsey Johnson luggage and a new Betsey Johnson fragrance in addition to Steve Madden loungewear.

In the first half of 2013, we are launching Betsey Johnson dresses and Steve Madden intimate apparel. In the back half of the year, we will introduce Steve Madden jewelry and watches under license with Haskell Jewels.

Developing new brands is another important initiative for the company. In spring 2012, we launched the Superga brand in North America.

The initial response was excellent with outstanding sell-through at retail and great buzz in the industry and among consumers. We also opened a Superga store in SoHo, and as I mentioned earlier, launched the Superga website, both of which have exceeded expectations thus far.

Based on the success that the brand had in 2012, key retailers are expanding Superga significantly in 2013. For spring 2013, the brand is being distributed to all doors at Bloomingdale’s, all doors in even markets and 55 doors of Nordstrom.

Also for spring 2013, we’ve launched Mad Love as an exclusive brand to target. Mad Love is self-inspired brand at which we have 50% ownership.

As of last month, Mad Love footwear and accessories are in all doors of targeting in online and the initial selling of retail has been excellent. Finally, we continue to make progress in expanding our international business.

Our net sales outside of the U.S. grew by more than 50% in 2012 for the third consecutive year.

In addition to strong gains and existing territories, like Latin America, the Middle East and Ventolux, we also had a very strong launch in the U.K. with our new partner, Dune.

And as you know, we also took direct control of our business in international market for the first time with our acquisition of SM Canada in February 2012. We’ve already began to expand the Steve Madden footprint in Canada opening five new stores during the year, and I’m very pleased with the acquisition so far.

We expect to see continued growth across our international territories in 2013, including Asia where we had a decline in 2012, which we’ve seen a solid rebound in the beginning of 2013. So as you can see, we made significant progress on each of our major growth initiatives in 2012 and we have the building blocks in place for continued growth in 2013 and beyond.

With that, let’s turn to the details of the financial results for the quarter. Consolidated net sales in Q4 grew 12.8% over the prior year period to $315.5 million included strong gains in both wholesale and retail.

Wholesale net sales grow 9.4% in the quarter to $247.2 million compared to $225.9 million in the fourth quarter of last year. Within wholesale, footwear net sales were $175.6 million, up 4.1% compared to Q4 in 2011.

The growth was driven primarily by the strength in the Steve Madden women’s business as well as the benefit from the acquisition of SM Canada. This was partially offset by a sales decline at Topline due to the loss, as expected of two private label customers that compete with Steve Madden and elected not to go forward with Topline after we acquired it, as well as our focus on reducing unprofitable and low-margin sales at Topline.

It should be noted that gross margin was up dramatically at Topline, so growth profit dollars were actually higher than in the prior year period despite the lower sales. Wholesale accessories net sales were $71.6 million, a 24.9% increase over Q4 2011.

This was driven by outstanding growth in both Steve Madden and Betsey Johnson handbags. Turning to retail, we had another strong quarter with net sales up 27% to $68.3 million.

Lace up booties and wedge sneakers stood out once again. Comparable store sales grew 5.9% for the quarter on top of the 15.9% increase in the prior year period.

We estimate that hurricane Sandy negatively impacted the comp by approximately 200 basis points. We opened 6 Steve Madden full-price stores, three Steve Madden outlet stores and one Betsey Johnson e-commerce store during the quarter bringing us to 109-company operated stores including 11 outlets and three internet stores.

Turning to other income, our commission and licensing income net of expenses was $2.8 million in Q4 versus $4.1 million in last year’s fourth quarter. For cost commission income net of expenses was $0.9 million in the quarter down from 1.2 million in last year’s fourth quarter.

This decreases due primarily to the loss of Bakers as a customer. Licensing royalty income net of expenses was $1.9 million in the quarter compared to $2.9 million in the fourth quarter of 2011.

This decrease was due primarily to a timing change in royalties related to a Topline outsole technology as well as a decline with our outerwear licensees for both Steve Madden and Betsey Johnson. Consolidated gross margin for the quarter was 39.3% as compared to 35.5% in last year’s fourth quarter.

Wholesale gross margin expanded to 32.6% versus 28.9% last year reflecting year-over-year improvement in both the wholesale footwear and wholesale accessories businesses. Gross margin in the retail division was 63.7% up from 63.1% in the fourth quarter of 2011 driven by the benefit from the higher margin of SM Canada retail business.

Operating expenses were $78.2 million in the fourth quarter or $24.8 of net sales compared to $64.7 million or 23.1% of net sales a year ago. Operating expenses as a percentage of sales increase versus last year due primarily to an increased mix of retail, which has higher operating expenses as a percentage of sales in the wholesale business and the reclassification of certain expenses from cost of goods sold and other expenses to operating expenses.

In addition, we had an increased bonus provision for the accessories business due to the outstanding profitability growth in that division as well as increased expenses in the e-commerce business related to marketing and providing customers with free shipping. Operating income for the fourth quarter of 2012 was $49.8 million or 15.8% of net sales.

Operating income included $1 million benefit related to a greater than anticipated recovery in the bankruptcy process of a note receivable from our former licensee for Betsey Johnson retail apparel. A portion of which was charged to impairment expense in Q2.

Excluding this benefit, operating income was $48.7 million or 15.4% of net sales compared to $38.6 million or 13.8% of net sales in last year’s fourth quarter. The effective tax rate in the quarter was 35% compared to 38.6% in the fourth quarter of last year due to the reinvestment indefinitely of a portion of earnings from the company’s foreign operations and such foreign operations.

2013, the effective tax rate is expected to be approximately 38%. Net income for Q4 was $33 million or $074 per diluted share.

Net income included the aforementioned benefit related to a greater than anticipated recovery in the bankruptcy process of a note receivable, which in an after tax basis positively impacted net income by $0.6 million or $0.01 per diluted share. Net income in the fourth quarter of 2011 was $23.8 million or $0.55 per diluted share.

Now I’d like to briefly touch on our full-year results. Net sales for the full year increased 26.7% to $1.2 billion.

Net income was $119.6 million or $2.71 per diluted share for the year. Net income included charges for settlement of a class action lawsuit, impairment of notes receivable and bad debt related to the bankruptcy of bankers.

In aggregate, on an after-tax basis, these charges negatively impacted net income by $5.7 million or $0.13 per diluted share. Net income also included a tax benefit related to the reinvestment indefinitely of a portion of earnings from the company’s foreign operations in such foreign operation.

This tax benefits positive impact to net income by $6 million or $0.14 per diluted share. Excluding all items, net income for 2012 was $119.4 million or $2.70 per diluted share.

This compares to net income of $97.3 million or $2 and $0.25 per diluted share in fiscal 2011. Turning to our balance sheet, as of December 31st, 2012 we had $266.3 million in cash and marketable securities and no debt.

We ended the year with the inventory of $63.7 million, up 6.8% compared to last year. Our consolidated inventory turn for the last 12 months was 10.6 times up from 10.2 times for the prior year.

CapEx for the quarter was $4.3 million. Now, turning to guidance, for fiscal 2013, we expect net sales to increase 6% to 8% compared to fiscal 2012.

Diluted EPS was expected to be in the range of 295 to 305. Q1 of 2012 represents our toughest quarterly comparison to the favorable weather in that period and the strong early selling of sandals a year ago.

So we expect EPS in the first quarter of 2013 to show the modest year-over-year improvement. In conclusion, 2012 was an outstanding year at Steve Madden.

We gain share in our core Steve Madden shoe business. We got explosive growth in our Steve Madden handbag business and expanded our retail and wholesale footprint both domestically and abroad.

And we are well positioned as we move forward. With our brands and our business model stronger than ever, we believe we are poised to continue to drive sales and earnings growth in 2013 and beyond.

Now, I’d like to turn it over to the operator for questions.

Good morning and congratulations on the strong performance in the quarter.

Thanks. Good morning, Jeff.

So I guess the first question I have is any more color you can give us on sort of the comp progression that you saw throughout holiday? Was it sort of similar to the typical progression we saw with a huge last weekend before Christmas?

Maybe just any color you saw on your own retail stores, anything unusual in terms of the way your retail partners chased business for holiday and then any impact or anything that you’re factoring in based on that and anything in the macro or early trend in 2013 that might be shaping you thinking about spring and the rest of the year.

Sure. In terms of the comp [ph] progression during fourth quarter, October was the weakest month.

We were just barely better than flat in October and then we were up around 8% for each of November and December. Now, heading into the first part of this year, there has been a slow down.

Over the last five weeks, the traffic in the retail stores has seen, without characterizing, material slow down and particularly the traffic in the northeast and specifically in New York. And as you know, we’re heavily exposed to those markets.

So our traffic, year-to-date, is down about 8% overall but 12% in New York City. Now, fortunately, I think we’ve got very strong products right now and we’ve managed to show nicely improved conversion and a little bit of above in AUR.

So our comp is just a hair better than flat year-to-date so we’re so just slightly in the positive, but certainly the traffic has been a challenge in the first part of the year.

Okay. How much of that traffic declined do you attribute to weather or other macro factors like the tax situation and so forth?

Yes. It’s really hard to say.

Certainly, I think there are a lot of things played [ph] into it and certainly the payroll tax and the later payment of tax refund checks has probably been somewhat impactful. But as I said, we’ve also seen the impact more dramatically in the northeast and specifically in New York so I think that weather is certainly playing a role as well.

Okay.

I’m sorry, Jeff. I just want to say, keep in mind also that the weather was (inaudible) favorable a year ago.

It was a very mild first quarter and we got really strong early selling the sandals.

Yes, okay. And then are you hearing anything sort of anecdotally from your retail partners about how their business is trending?

Are you hearing that it’s down similar to how your retail stores are trending?

Well, I think that everybody is struggling with the traffic issue. Fortunately and particularly in our Steve Madden business, we have a very strong assortment in wholesale right now and I think that we’re taking a lot of share from our competitors on the floor within the retail stores – excuse me, with our wholesale partners so we’re still seeing nice increases in retail selling at our wholesale partners.

Okay, good. So basically, it sounds like you continued to outperform some of your competitors.

You’ve been in early 2013.

Yes. We believe that to be the case.

Good to hear. All right.

Great. I’ll let somebody else jump in.

Thanks very much and good luck for the rest of the quarter.

Thanks, Jeff.

Thanks. Hi, Ed.

Hi, Kate.

I was just wondering with regards to your guidance and this is partially answered in the last question, but is there any part of your guidance where you do think you’re being a little bit more conservative and not where we could potentially see upside as we get through the year of 2013?

Yes. Let me take a step back because I think that it might be helpful to just explain a little bit about the guidance because there are a couple of things that are providing a little bit or causing a little bit of a drag on the growth in 2013 and the biggest one is top line.

So we are forecasting our top line business to be down about $18 million in net sales in the first half and there are couple of things going on there. On the private label side, there were a couple of customers of top lines that are businesses that are competitively Steve Madden and I’ve elected not to go forward with top line since we acquired the business.

Now that was something that we expected there was 100% plan. We factored it into the valuation when we bought the company and we always assumed those businesses were going away but sort of got a free year with those two customers because after we bought the company, certainly there are orders in place.

They can’t just turn top line off overnight and so in the first half – the businesses and now got away. So in the first half of this year, there’s about $12 million of sales to those two customers of top line from a year ago that are going away.

That’s the first thing. And then the second thing is in the branded business which is called report, we’re also forecasting a decline there and the reason for that is that for the first year or so after we acquired the business, we really left that business alone.

The founder was still there for that first year and we really wanted to learn the business before we jump in. Unfortunately, the business really struggled over that year.

The sell through [ph] were pretty core and in many cases, we felt like report was going out to the same kind of looks as Steve Madden and frankly does not do any quite as quickly or quite as well. About six months ago after the founder left the company, we jumped in there.

We changed the design team. We changed the direction of the line and gave it a new sort of point of view and a direction that’s separate and distinct from Steve Madden and we actually feel very good about where we’re heading.

We had two excellent shoe shows, that Fannie [ph] in New York and at platform in Vegas over the last month. And we think that that business is actually going to do very well for us starting the back half but in the first half, we’re still dealing with the hangover from the poor selling that we had in 2012.

So that’s the big drag is top line in the first half. And then the second one is that we discontinued one of our smaller shoe lines, big booty shoes, which did about $8 million last year as well, also most of it in the first half.

So if you were to take those two businesses out, the top line growth of 6% to 8% would actually be more like 9.5% to 11.5%. So it’s pretty meaningful, the drag that we’re getting from those two businesses.

To follow up on the more specific question, in terms of upside, I do think that we’ve taken as somewhat conservative view in this forecast of what Steve Madden could be – Steve Madden women’s wholesale business in the back half. We are very excited about the momentum that we have there.

I talked a little bit about the opportunity with the Macy’s and the prepared remarks. But I think there’s a potential for upside particularly with Macy’s in the back half if we can continue to perform the way we are now on the floor.

Okay. Great.

With Macy’s, would that be in the form then of gaining more floor space or –

Yes. There’s a couple of things that are happening with Macy’s for the back half.

Right now, we have 230 table doors we call them. Those are stores where our collection is presented as an epic [ph] collection on one or two tables at Steve Madden and we’re going to expand that from 230 doors to 260 doors in the back half, so that just help.

And then we also take beyond just the table doors in there, about 456 doors or two another sort of – excuse me, I guess that’s another 226 doors, we take an additional set of products and right now, it’s about or it’s been about six skews in fall. It’s going to roughly eight or nine skews today and we’re expecting – and we can go to 12 skews in those doors for fall.

Okay, great. And then my final question is just a longer-term question.

Now that you have over 100 retail locations and I was wondering for new stores where significantly different than some of your older stores and can we expect reformatting or remodeling of some of your older stores over the next year or two?

Yes. That’s going to be an ongoing process of remodeling and refreshing the stores so that they all look the way we want them to look.

And last year we remodeled, I think it was around 10 to 12 stores and we’re looking to do a similar number this year and I think you’ll see that each in the next few years.

Okay, great. Thank you so much.

Hi, guys. Congrats on a great quarter.

Thank you.

I guess I just wanted to dig in a little bit deeper on the improvements that you saw on the wholesale division given the gross margin gains. Was it a better selection, more selection, less promotional and how should we expect this going further?

Sure. Well, maybe I can help you parse the improvement in the wholesale gross margin a little bit, it was about 370 basis points.

The biggest pieces, top line, the improvement that we showed at top line was about 120 basis points and we’re just running that business in a much more disciplined fashion. We reduced the inventory dramatically there.

It’s down over 50% year-over-year in inventory and we’re just running that much more clean so I think that that’s something that hopefully we can continue. Steve Madden women’s, there was a nice increase there which contributed about 100 basis points to the overall wholesale gross margin.

That’s just because we had a very strong season, lots of full price selling, very little close outs, very little markdown allowances [ph]. The direct sourcing effort gave us about 40 basis points, SM Canada, gave us about 30 basis points because that’s a higher margin business and then also the growth and improvement in accessories added about 50 basis points to the wholesale gross margin, so – and it was about 30 basis points of others.

So those are the real primary piece of the improvement.

Okay, great. And then how should we look at overall inventories going forward given the expansion in the store-based?

Yes. We think they are very – (multiple speakers)

Sorry.

Yes. I’m sorry.

We think that they’re very well controlled right now and we’re up 6.8% at the end of the year overall, so we feel very good about the inventory levels.

Okay. And then just lastly, how many of the store openings are plan for Canada for next year?

At a minimum, two.

Okay, great. Thank you, guys.

Good luck.

Thanks.

Good morning, Ed, nice [ph] finish to the year. Something you could talk about what you’re seeing in the M&A market, how potential candidates are expressing those activity [ph] to discussions you might be having with them.

Yes, we continue to look at various opportunities are the couple of things that we’re in the early stages of evaluating right now. As you know, the challenge over the last year or so has been valuation and we’re still finding that in some cases is definitely [ph] to get together with the sellers on value but we’re going to keep looking and hopefully we’ll get something done.

Great. And then I was hoping maybe you could talk about how we should think about 2013 with respect to pricing versus units, how that composition should unfold if we exclude the discontinuation of those two business lines.

This is on the core business.

Yes. So right now in the first half, we think that we’ll be up low-single digits in AUR/ASP.

Got it. And then lastly, I was hoping that you could talk about anything outside of the direct sourcing benefits that you continued to benefit from.

Are there any other mix shift benefits from – on the gross margin line [ph] that we should contemplate as we think about 2015?

Yes. We think that the gross margin on a consolidated basis, the range should probably be up 50 to up 100 in 2013 and that sort of – the improvement should be equally split between the direct sourcing that you mentioned and also just an increase mix of retail.

Does accessories become bigger contributor to that improvement or is it still relatively small to the overall?

Yes. I mean, the accessories margin is not that dramatically higher than the whole stuff that where – that really moves the needle.

Okay. All right.

Thanks a lot and good luck for ‘13.

Thank you.

Hi, good morning, guys. Let me add my congratulations out [ph] to a great quarter.

If you could expand a little bit more on the pricing risks particularly as it relates to the comp and traffic that you indicated year-to-date, if you could just expand it. It’s low single digits, does that mean conversion has been mid-single digits or a little bit higher?

And then secondarily, some of the new licensing categories, are those going to also rollout to the retail stores and if so, will you need display cases or something for the jewelry and the watches thing?

Sure. Yes.

Conversion has been up mid-single digits and recently, even a little bit more than that in the retail stores. In terms of the new license categories, yes, we’re still looking at what we’re going to do in the retail stores.

I don’t think we can provide [ph] an answer on that yet but the primary focus to the licensing business will be a wholesale play.

Okay, great. Thanks.

Good morning. Pertaining to your guidance as it relates to the first quarter, does that assume an acceleration income and through the wholesale channel for the bounce [ph] of the quarter or does that assume more of the same?

It’s basically more of the same.

Okay. And also, can you talk a little bit about crossing [ph] mentioned AURs are expected to be up, I believe, in the low-single digit range for the first half of ‘13, is that a complete pass through?

Is it a little more, a little less? Can you talk a little bit about sourcing out Asia?

Yes. I mean, I think that in terms of cost out of Asia, it’s basically neutral.

We’re not (inaudible) the same kind of increases that we had, let’s say, two years ago there which is a good thing. But in terms of the AUR benefit, that’s really based on mix, so in other words, the IMU is essentially flat.

Okay.

Does that make sense?

Yes, it does. Are there any benefits to sourcing from new geography that you’re looking at, or you’re just, again, from a costing standpoint it’s just in that neutral range on a net-net basis?

Yes, I mean, I don’t think there are any real benefits from the new places. Obviously, we’re doing more out of Mexico.

I mean, in the Steven Madden line maybe half of the business in the back half was done out of Mexico, but that doesn’t give you a big costing benefits. It’s really more about the speed and their expertise with the types of products, the boots and things that we’re selling well in the back half.

Great. Thank you.

Hi, and thanks for taking my question.

Hi, Scott.

I missed it, I’m sorry. The reallocation of some expenses to cost of goods sold or out of cost of goods sold, how much did that benefit gross margin and what’s the implications for that in the first three quarters of ‘13?

Yes, that was about 30 basis points in the quarter. And it’s not going to be meaningful in 2013.

Okay. And then what was the international growth in Q4?

Well, overall, I think what we’ve said is it was north to 50% again.

Okay. In event, you include all of Canada both retail and wholesale in that metric?

Yes.

How would that grow as you [ph] – anniversary of the acquisition and how should we think about the growth rate for international?

I think you will see that slowing. Once you have Canada in the mix, I think it’s going to go to more of a 25% kind of grower.

Okay. And the biggest market opportunities still for an international are?

Right now the Middle East is really humming for us. I think that that remains a very big opportunity.

I think Asia, we also see a big opportunity that was down in 2012. We really rebounding there.

Our partner, GRI, is committed to open around 15 stores in 2013. And in long term I can do to think that Europe remains a big opportunity.

Okay. And then the thoughts around cancelling the big boot of footwear program, why did you do that?

Just we’re getting the traction that we had hoped for. And also what we found was that the bags and the shoes were sort of diverging in terms of the consumers that they were appealing to, there was a little bit of a disconnecting that the bag customer was a little bit older than the shoe customer, and we felt it was a little bit of confusing brand message.

And so the bag business is obviously much, much bigger, more profitable and more important. So we decide to really focus on that, pull the shoes back, and then we can re-launch shoes at a later date that perhaps better line with the bags.

Okay. What sort of early read are you getting on Betsey Johnson dresses they delivered and how many doors and what you see there.

Yes, actually they just hit the floor last week. And I don’t have a door count off top my head but it’s in all the key stores, so Nordstrom, Macy’s, Dillard’s, Belk’s, Von Maur and really have a week of selling but they were very pleased at the first week.

All right. Good luck, Ed.

Thanks.

Thanks, Scott.

Hi. Good morning, Ed.

Good morning.

Question for you. What is Steven Madden wholesale footwear doing in the fourth quarter?

Can you give us a number?

It was up 19%.

Okay. And then for 2013, I appreciate the gross margin guidance.

How do we think about SG&A for ‘13?

I would say that we believe that we can maintain SG&A at the same level as a percentage of sales for the year.

Okay, and what’s driving them, assuming mix [inaudible] right from retail. Any other parts in case to consider there?

Yes, it’s just mix [inaudible] you a little bit on retail and then we get a little bit of leverage on growing sales to get us back to neutral.

Okay. And then I guess I wanted to ask you a higher level question on just capital allocation.

So, A, what’s the CapEx wages [ph] for ‘13? And then as you think about allocating capital obviously M&A is a topical form for you guys based on the history.

How do you think about that vis-a-vis share repurchase? And also I just wanted to ask a question on the retail store growth.

Are the returns there that our ROIs accretive to our business because it seems like the retail margins are slightly below wholesale? Just trying to understand better if that’s at a tipping point where you expect the structural profitability profile or retail to accelerate longer term.

Thanks.

Sure. In terms of capital allocation, we believe that CapEx for 2013 should be in the range of $16 million to $18 million.

That’s down a little bit from the $20 million that we did in 2012. And as you correctly pointed out, our first priority beyond that is to find additional acquisitions like the ones that we’ve done over the last few years, which we’ve gotten a great return on.

But [inaudible] we’ll be looking, again, at returning capital to shareholders. And what I will say is that I think it’s very unlikely that we will not do one of those things this year either acquisitions or some return of capital to shareholders.

In terms of your last question, the stores that we have been opening over the last couple years we’ve been getting north of a 40% cash-on-cash return year one in the retail business. And that’s why we’re electing to continue to open retail stores.

Okay. And just a quick follow-up on the M&A question.

I mean, how do we think as you think about potential deals, the size of the deal? Are you looking for something similar in size what you’ve been doing over the past few years, small or bigger?

I would say that we like to decide that we’ve done over the last few years. We could certainly, obviously, we have the wear mythology [ph] things considerably bigger.

But I would say $100 million or so is sort of the sweet spot. We’ll certainly look at things bigger than that.

But we also feel that we have so much growth ahead of us in our existing business that it would have to really be a perfect deal for us to take a lot of risk on by doing a much bigger deal.

Great. Thank you very much.

Good luck.

Thanks, Taposh.

Thanks. Congratulations on a big quarter.

My question is on international. When would the international become more impactful?

Is it to the overall business in terms of margins and sales? Is it one year from now or more than that?

We ended the year with $94 million in sales outside the US, so for me, that’s impactful now. We certainly going to try to make it bigger.

And we’ve set a goal to get that well north of $200 million, let’s say, four years out. But we consider that an important part of the business already.

When would you see an impact with the material impact to margins?

I’m not understanding your question. What do you mean by that?

Well, I guess, flow through and one with the mix out of, let’s say, in our international acquisitions, what are your JVs [ph] come up?

Oh, when would we look to potentially buy in another licensee?

Yes.

Yes, I would say that we’re still probably at least two years away from being at a place with any of our international licensees whether at the size and scale where we think the risk reward make sense to buy them in.

Okay.

You’re right, at that point [inaudible] that does become margin accretive.

Okay. Great.

Thanks.

Thanks, Jane.

Good morning, Ed.

Good morning, Sam.

Couple of things. With acquisitions, following up on the last question, would you be looking at international brands that might already have a distribution network?

And what are the length of your distribution agreements, the average length of the distribution agreement you have with your current international distributors?

Yes, answer to the first part of the question, yes, we certainly would look at international opportunities. There have been some things that we’ve looked at internationally.

We haven’t got anything done other than the acquisition of our own licensee in SM Canada but we’ve looked at things. And then in terms of the licensing arrangements, they vary.

I would say that most of them have somewhere between two and five years left on them, although some of them have automatic renewals. But we often have options to buy and there are various things that we could do if we elected to buy one of those in.

All right. Does your guidance include any buybacks in it?

No.

And what is the average share count we should use for the year?

I would go with 45.1, somewhere in there, 45.1.

Okay. Thanks.

The same source sales expectation that you sort of built into the overall guidance?

We don’t give count guides, but I think that sort of low to mid-single digits could get us there.

Okay. And then lastly, you did the Material Girl shoes with Madonna, do you have any, and you’ve done other celebrity endorsement deals with other retailers, do you have anything like that in the hopper [ph] right now?

We’re looking at stuff all of the time, but there’s nothing eminent on that front.

Okay. I think everybody covered everything else.

Thanks, and best of luck.

Thanks, Sam.

Yes, good morning, and thanks for taking my call. I wonder if you can just give us an update on how your business at JC Penney has been performing.

And also you may have touched this before, I may have missed it. Can you remind us a number of doors that Superta is currently in and how many you expected to be in at the end of the year?

Sure. In terms of JC Penney, yes, our business down has been tough.

Olsenboye, which is our existing business there was down about 10% in 2012 versus 2011. And we don’t think that’s a terrible result given that that’s a little bit better than the account performance to the overall store, but still it’s been challenging and we plan that down in 2013 as well.

And then Betseyville, as you know we launched in back half of 2012 and that’s been challenging, too. The bags, the handbags and the cold weather accessories were pretty strong performance but the rest of it’s been fairly mediocre.

And so we really need to continue to work at that. And we think we know a way to improve the shoes a little bit.

We think they were a little bit detailed, but we’ve got to try to improve the product area to get to sell through this to improve as well. In terms of Superga, I don’t know the overall door count off top my head because keep in mind it’s got a very heavy independent base; there are lots of boutiques.

But I think the key point is what I mentioned in the first part of the call which is that there’s been significant expansion with the majors. So a year ago, we were in one Bloomingdale’s, now we are in all door of Bloomingdale’s.

A year ago, regular Superga was not in even [ph] market. We had our collaboration with the [inaudible] market but now regular Superga has gone to all doors of even [ph] markets.

Year ago, we were in just a handful of Nordstroms, and now we’re in 55 doors of Nordstrom. And I think by the end of the year, there’s a potential to go all door of Nordstrom.

Okay, great. Thanks.

Just one more, can you remind as how big the handbag business is right now, and how big of an opportunity you think that is going forward?

Yes. So the overall wholesale accessories business is 241 million in 2012 and handbag is about two-thirds of that.

In terms of where we think it can be, I think that we still got a lot of runway there. Certainly, we can tell accessories business as a whole could be a $400 million business.

Okay, great. Thanks, Ed.

I appreciate it.

Thanks, Mike.

Ed, quick follow-up. Regarding the share repurchase, could you remind us if there’s a current authorization now the amount left, was there any activity in the fourth quarter?

There was no activity in the fourth quarter. And yes, we do continue to have an authorization.

I believe there’s about $45 million left on that.

Excellent. Thank you very much.

One other thing, when was the last time you repurchase and the average price that was?

The last time we bought back stock was in 2010. And I don’t remember the price off top my head.

I thought there was more reason but that makes sense, no worry. Thank you.

Real quick, Ed. The wholesale expectation given the puts and takes in the first half of the year, I mean, are we looking at with a low single digit increase in footwear wholesale?

Does that the right way to think about it?

Wholesale footwear, I think you need to look at sort of yes, three to four in that range.

In the first half, and then your–

[Inaudible] of the year.

But the first half would be lower, I would assume, because that’s where that – and then as you said there’s potential opportunity in the back half of the year.

That’s right.

But this is all about the big boot and the top line stuff that if you take that out you’re up, what? Five, six?

Yes, more than that excluding those.

Okay. All right.

Thanks very much.

All right, yes, 68 something like that.

Great. Thanks very much everyone for joining us on this morning’s call.

And we look forward to reporting back to you after Q1.