PAYLESS SHOESOURCE INC /DE/ - 10-Q Quarterly Report

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended August 2, 2003

Commission File Number 1-14770

PAYLESS SHOESOURCE, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 43-1813160
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

3231 SOUTHEAST SIXTH AVENUE, TOPEKA, KANSAS 66607-2207
(Address of principal executive offices) (Zip Code)

(785) 233-5171
(Registrant's telephone number,
including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.

YES [X] NO [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

YES [X] NO [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock, $.01 par value
68,048,036 shares as of September 5, 2003

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

PAYLESS SHOESOURCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)

(Dollars in millions)

See Notes to Condensed Consolidated Financial Statements.

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PAYLESS SHOESOURCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(UNAUDITED)

(Dollars and shares in millions, except per share)

See Notes to Condensed Consolidated Financial Statements.

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PAYLESS SHOESOURCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)

(Dollars in millions)

See Notes to Condensed Consolidated Financial Statements.

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PAYLESS SHOESOURCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. INTERIM RESULTS. These unaudited Condensed Consolidated Financial
Statements of Payless ShoeSource, Inc. (the "Company") have been prepared in
accordance with the instructions to Form 10-Q of the United States Securities
and Exchange Commission and should be read in conjunction with the Notes to
Consolidated Financial Statements (pages 19-25) in the Company's 2002 Annual
Report. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, the unaudited Condensed Consolidated
Financial Statements are 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; however, certain items are included
in these statements based upon estimates for the entire year. The results for
the three-month period and six-month period ended August 2, 2003, are not
necessarily indicative of the results that may be expected for the entire fiscal
year ending January 31, 2004.

NOTE 2. STOCK-BASED COMPENSATION. The Company adopted the disclosure provisions
of Statement of Financial Accounting Standards ("SFAS") No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure, an amendment of FASB
Statement No. 123." The Statement requires prominent disclosures in both annual
and interim financial statements regarding the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The Company accounts for stock compensation awards under the intrinsic
value method of Accounting Principles Board ("APB") Opinion No. 25. APB Opinion
No. 25 requires compensation cost to be recognized based on the excess, if any,
between the quoted market price of the stock at the date of grant and the amount
an employee must pay to acquire the stock. All options awarded under all of the
Company's plans are granted with an exercise price equal to the fair market
value on the date of the grant.

SFAS 123, "Accounting for Stock-Based Compensation," provides an alternative
method of accounting for stock-based compensation, which establishes a fair
value based method of accounting for employee stock options or similar equity
instruments. The Company uses the Black-Scholes option pricing model to estimate
the grant date fair value of its 1996 and later option grants. The fair value is
recognized over the option vesting period. As the fair value represents only
1996 and later option grants, the pro forma impact shown below may not be
representative of future years. The following table presents the effect on net
earnings and earnings per share had the Company adopted the fair value based
method of accounting for stock-based compensation under SFAS No. 123,
"Accounting for Stock-Based Compensation."

(Dollars in millions, except per share amounts)

NOTE 3. INVENTORIES. Merchandise inventories are valued by the retail method and
are stated at the lower of cost, determined using the first-in, first-out (FIFO)
basis, or market. Raw material and in-transit inventories are valued at the
lower of cost using the FIFO basis, or market. Raw materials of $13.5 million,
$9.2 million and $15.5 million are included in Inventories at August 2, 2003,
August 3, 2002, and February 1, 2003, respectively.

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NOTE 4. INTANGIBLES. On February 3, 2002, the Company adopted SFAS No. 142,
"Goodwill and Other Intangible Assets," which established reporting and
accounting standards for goodwill and intangible assets. Under SFAS 142,
companies no longer amortize goodwill over the estimated useful life. Goodwill
is assessed each year during the first quarter for impairment by applying a fair
value based test. No impairment was recorded during the first quarter ended May
3, 2003.

Favorable lease rights subject to amortization pursuant to SFAS 142 are as
follows:

The Company expects annual amortization expense for all intangible assets for
the next five years to be as follows (in millions):

NOTE 5. LONG-TERM DEBT AND LINE OF CREDIT. On July 28, 2003, the Company sold
$200.0 million of 8.25% Senior Subordinated Notes (the "Notes") for $196.7
million, due 2013. The discount of $3.3 million is being amortized to interest
expense over the life of the Notes. The Notes are guaranteed by all of the
Company's domestic subsidiaries. Interest on the Notes is payable semi-annually,
beginning February 1, 2004. The Notes contain various covenants including those
that limit the Company's ability to make certain Restricted Payments, as defined
in the Indenture dated as of July 28, 2003. As of August 2, 2003, the Company is
in compliance with all covenants. On or after August 1, 2008, the Company may,
on any one or more occasions, redeem all or a part of the Notes at the
redemption prices set forth below, plus accrued and unpaid interest, if any, on
the Notes redeemed, to the applicable redemption date:

On July 8, 2003, the Company amended its credit facility to, among other things,
modify the fixed charge coverage ratio and maximum leverage ratio requirements.
In conjunction with the issuance of Notes, the Company repaid the $200.0 million
then outstanding on the term loan portion of its credit facility. The amended
credit facility consists of a $150.0 million revolving line of credit. The
credit facility is subject to various covenants and restrictions including an
asset coverage ratio limitation. The credit facility is secured by a first
priority perfected security interest in all of the capital stock of the
Company's domestic subsidiaries and 65 percent of the capital stock of its
first-tier foreign subsidiaries. The revolving line of credit bears interest at
the LIBOR rate plus 2.25 percent or the base rate, as defined in the credit
agreement, plus 1.25 percent. A quarterly commitment fee of 0.5 percent per
annum is payable on the unborrowed balance of the revolving line of credit.
While no amounts had been drawn on the revolving line of credit as of August 2,
2003, the balance available to the Company was reduced by $13.4 million in
outstanding letters of credit. As of August 2, 2003, the Company is in
compliance with all covenants under its credit facility.

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NOTE 6. ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. The
Company accounts for derivative instruments in accordance with SFAS No. 133
"Accounting for Derivative Instruments and Hedging Activities." The Company's
interest rate swap agreements have been designated as cash flow hedging
instruments. Such instruments are those that effectively convert variable
interest payments on debt instruments into fixed payments. For qualifying
hedges, SFAS No. 133 allows derivative gains and losses to offset related
results on hedged items in the consolidated statement of operations. As the
critical terms of the Company's interest rate swap agreements match those of the
related hedged obligations, the Company has concluded that there is no
ineffectiveness in its hedges. Changes in the fair value of interest rate swap
agreements designated as cash flow hedging instruments are reported in
accumulated other comprehensive income.

The Company's interest rate swaps expired in the second quarter of 2003. During
the three months ended August 2, 2003, $0.7 million of after-tax losses ($1.1
million pre-tax) included in accumulated other comprehensive income related to
interest rate swap agreements was reclassified to interest expense.

NOTE 7. RESTRUCTURING CHARGE. During the fourth quarter of 2001, the Company
recorded a non-recurring charge of $70.0 million comprised of a $53.9 million
restructuring charge and a $16.1 million asset impairment charge. The cash
portion of the charge was $41.4 million. As part of the restructuring, the
Company centralized all domestic retail operations functions in Topeka, Kansas.
Four domestic division offices in Atlanta, Baltimore, Chicago, and Dallas were
closed. The Company also announced its intention to close 104 under-performing
stores, including 67 Parade stores and 37 Payless ShoeSource stores, as part of
the restructuring. The store closings differ from closings in the normal course
of business in that they have a longer remaining lease term. The remaining
Parade locations are concentrated in the Northeast and selected major
metropolitan areas. As of August 2, 2003, the Company has closed 95 stores and
has decided to continue to operate 7 of the 104 stores originally identified for
closure. The Company intends to close the remaining two stores in 2003. The
Company eliminated a total of 230 positions in conjunction with the
restructuring. The table below provides a roll-forward of the $41.4 million
reserve established as part of the 2001 non-recurring charge and the status of
the reserve as of August 2, 2003. Costs are being charged against the reserves
as incurred. Reserves are reviewed for adequacy on a periodic basis and are
adjusted as appropriate based on those reviews.

(Dollars in millions)

NOTE 10. EARNINGS PER SHARE. Basic earnings per share are computed by dividing
net earnings by the weighted average number of shares of common stock
outstanding during the period. Diluted earnings per share include the effect of
exercise of stock options.

NOTE 11. STOCK SPLIT. The Company completed a three-for-one stock split,
effected in the form of a stock dividend, to shareholders of record on March 13,
2003, payable on March 27, 2003. The Company issued approximately 44.4 million
shares of common stock as a result of the stock split. All references to the
number of shares and per share amounts of common stock have been restated to
reflect the stock split. The Company reclassified an amount equal to the par
value of the number of shares issued to common stock from retained earnings.

NOTE 12. SEGMENT REPORTING. The Company and its subsidiaries are principally
engaged in the operation of retail locations offering family footwear and
accessories. The Company operates its business in two reportable business
segments: Payless Domestic and Payless International. These segments have been
determined based on internal management reporting and management
responsibilities. The Payless International segment includes retail operations
in Canada, South America, Central America and the Caribbean. The Company's
operations in its Central and South America regions are operated as joint
ventures in which the Company maintains a 60-percent ownership. Certain
management costs for services performed by Payless Domestic and certain royalty
fees and sourcing fees charged by Payless Domestic are allocated to the Payless
International segment. These total costs and fees amounted to $4.7 million
during the second quarter of 2003 and $5.0 million during the same period in
2002. For the first six months of 2003, these total costs and fees amounted to
$9.0 million, compared with $9.4 million for the same period in 2002. The
Payless Domestic segment includes retail operations in the United States, Guam
and Saipan. Information on the segments is as follows:

(Dollars in millions)

NOTE 13. RECLASSIFICATIONS. Certain reclassifications have been made to prior
year balances to conform to the current year presentation.

8

NOTE 14. FOREIGN CURRENCY TRANSLATION. Local currencies are the functional
currencies for all subsidiaries. Accordingly, assets and liabilities of foreign
subsidiaries are translated at the rate of exchange at the balance sheet date.
Adjustments from the translation process are accumulated as part of other
comprehensive income and are included as a separate component of shareowners'
equity. Income and expense items of these subsidiaries are translated at average
rates of exchange.

NOTE 15. CONTINGENCIES. On or about December 20, 2001, a First Amended Complaint
was filed against the Company in the U.S. District Court for the District of
Oregon, captioned Adidas America, Inc. and Adidas-Salomon AG v. Payless
ShoeSource, Inc. The First Amended Complaint seeks injunctive relief and
unspecified monetary damages for trademark and trade dress infringement, unfair
competition, deceptive trade practices and breach of contract. The Company
believes it has meritorious defenses to claims asserted in the lawsuit and has
filed an answer and a motion for summary judgment which the court granted in
part. An estimate of the possible loss, if any, or the range of loss cannot be
made.

On or about January 20, 2000, a complaint was filed against the Company in the
U.S. District Court for the District of New Hampshire, captioned Howard J.
Dananberg, D.P.M. v. Payless ShoeSource, Inc. The Complaint seeks injunctive
relief, unspecified treble monetary damages, attorneys' fees, interest and costs
for patent infringement. The Company believes it has meritorious defenses to
claims asserted in the lawsuit. An estimate of the possible loss, if any, or the
range of loss cannot be made.

NOTE 16. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS. In December 2002, the
FASB issued SFAS 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure" ("SFAS 148"). SFAS 148 amends SFAS 123, "Accounting for Stock-Based
Compensation," and provides alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. SFAS 148 also amends the disclosure requirements of SFAS 123 to
require prominent disclosure in annual and interim financial statements about
the effects of stock-based compensation. The transition guidance and annual
disclosure provisions of SFAS 148 are effective for financial statements issued
for fiscal years ending after December 15, 2002. The interim disclosure
provisions of this statement are effective for financial reports containing
financial statements for interim periods beginning after December 15, 2002. The
Company has adopted the disclosure provisions of SFAS 148.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

This discussion and analysis should be read in conjunction with the Condensed
Consolidated Financial Statements and Notes to the Condensed Consolidated
Financial Statements included in this Form 10-Q.

REVIEW OF OPERATIONS

The following discussion summarizes the significant factors affecting operating
results for the quarters ended August 2, 2003 (2003) and August 3, 2002 (2002).

NET EARNINGS

Net earnings totaled $5.2 million in the second quarter of 2003 compared with
$47.2 million in the second quarter of 2002. For the first six months of 2003
net earnings were $19.3 million compared with $71.1 million in the 2002 period.

The following table presents the components of costs and expenses, as a percent
of revenues, for the second quarter and first six months of 2003 and 2002.

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* Percent of pre-tax earnings

NET SALES

Net sales represent all sales during the period net of estimated returns.
Same-store sales is calculated on a weekly basis. If a store is open the entire
week in each of the two years being compared, its sales are included in the
same-store sales calculation for that week. Relocated and remodeled stores are
also included in the same-store sales calculation if they were open during the
entire week in each of the two years being compared. During the second quarter
of 2003 total sales decreased 5.8 percent compared to the second quarter of
2002, consisting of a 5.8 percent decrease in unit volume and a 0.1 percent
increase in average selling prices. Footwear unit volume decreased 7.6 percent
and footwear average selling prices increased 0.2 percent in the second quarter
of 2003 compared with the second quarter of 2002. During the first six months of
2003 total sales decreased 5.6 percent compared to the same period in 2002,
consisting of an 8.2 percent decrease in unit volume and a 2.8 percent increase
in average selling prices. Footwear unit volume decreased 9.8 percent and
footwear average selling prices increased 3.1 percent in the first six months of
2003 compared with the first six months of 2002. The increase in the average
selling price for footwear reflects the Company's strategy to increase the
leather and fashion content of its product assortment. Sales percent decreases
are as follows:

The decrease in dollar and unit sales primarily reflects the poor performance of
sandals and canvas footwear due to the unseasonably cold and wet spring season,
particularly in the north central and northeastern United States, and a weak
retail environment. The Company expects the retail footwear market to remain
highly promotional in the second half of the year, with continued pressure on
sales, margins and earnings.

COST OF SALES

Cost of sales includes cost of merchandise sold and the Company's buying and
occupancy costs. Cost of sales was $533.2 million in the 2003 second quarter, up
2.1 percent from $522.1 million in the 2002 second quarter. For the first six
months of 2003, cost of sales was $1,026.5 million, a 1.2 percent decrease from
$1,039.4 million in the 2002 period.

As a percentage of net sales, cost of sales was 72.9 percent in the second
quarter of 2003, compared with 67.2 percent in the second quarter of 2002. For
the first six months of 2003, as a percentage of net sales, cost of sales was
71.8 percent, compared with 68.6 percent in the 2002 period. The increase in
cost of sales as a percentage of net sales results from increased markdowns to
clear seasonal merchandise and negative leverage of occupancy costs due to
negative same-store sales.

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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses were $188.7 million in the second
quarter of 2003, up 5.8 percent from $178.3 million in the second quarter of
2002. For the first six months of 2003, selling, general and administrative
expenses were $368.8 million, up 3.5 percent from $356.2 million in the 2002
period.

As a percentage of net sales, selling, general and administrative expenses were
25.8 percent during the second quarter of 2003 compared with 23.0 percent in the
second quarter of 2002. For the first six months of 2003, selling, general and
administrative expenses as a percentage of net sales were 25.8 percent in 2003
compared with 23.6 percent in 2002. The increase in both the second quarter and
first six months of 2003 is primarily the result of $3.8 million of additional
advertising expense, $2.5 million in increased insurance costs, the write-off of
$2.1 million in deferred financing costs related to the refinancing of long-term
debt and negative leverage due to lower sales. The $2.5 million increase in
insurance costs is partially due to a $2.0 million benefit recorded in the
second quarter of 2002 for lower self-insurance costs due to a reserve
adjustment recorded based on actuarial calculations resulting from favorable
claims experience over the past several years.

INTEREST EXPENSE, NET

Net interest expense decreased to $3.3 million in the second quarter of 2003
from $5.1 million in the second quarter of 2002. For the first six months of
2003, net interest expense decreased to $7.4 million from $10.6 million in the
same period in 2002. The decrease is the result of a lower debt balance and
lower interest rates on the unhedged portion of variable rate debt during the
first six months of 2003.

EFFECTIVE INCOME TAX RATE

The Company's effective income tax rate was 36.5 percent in the second quarter
and first six months of 2003 compared with 35.5 percent in the second quarter of
2002 and 36.5 percent in the first six months of 2002. The decline in tax rate
during the second quarter of 2002 reduced the annual 2002 tax rate from 38.4
percent to 36.5 percent. This reduction reflects the tax impact of actions taken
to restructure operations to support the increasing globalization of the
Company's business and to participate in jurisdictional tax incentive programs.

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOW

Cash flow from operations during the six months ended August 2, 2003 was $118.4
million. This figure represented 8.3 percent of net sales in the first six
months of 2003 compared with 11.9 percent in the first six months of 2002. The
decrease in cash flow in the first six months of 2003 is due primarily to the
decrease in net earnings from the first six months of 2002.

Internally generated funds are expected to continue to be the most important
component of the Company's capital resources; however, the Company may from time
to time draw on its revolving credit line to fund seasonal cash flow needs.

CAPITAL EXPENDITURES

Capital expenditures during the first six months of 2003 totaled $55.3 million,
including $2.8 million from the Company's joint venture partners. The Company
estimates that capital expenditures for the remainder of the year will be $61.7
million, including a $2.2 million contribution from the Company's joint venture
partners in Central and South America. The Company anticipates that cash flow
from operations, the revolving credit line, and its joint venture partners will
be sufficient to finance projected capital expenditures.

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FINANCING ACTIVITIES

On July 28, 2003, the Company sold $200.0 million of 8.25% Senior Subordinated
Notes (the "Notes") for $196.7 million, due 2013. The discount of $3.3 million
is being amortized to interest expense over the life of the Notes. The Notes are
guaranteed by all of the Company's domestic subsidiaries. Interest on the Notes
is payable semi-annually, beginning February 1, 2004. The Notes contain various
covenants including those that limit the Company's ability to make certain
Restricted Payments, as defined in the Indenture dated as of July 28, 2003. As
of August 2, 2003, the Company is in compliance with all covenants. On or after
August 1, 2008, the Company may, on any one or more occasions, redeem all or a
part of the Notes at the redemption prices set forth below, plus accrued and
unpaid interest, if any, on the Notes redeemed, to the applicable redemption
date:

The Company's royalty commitment consists of minimum royalty payments for the
purchase of branded merchandise.

The Company also maintains demand notes payable of $33.0 million entered into to
efficiently finance its Latin American subsidiaries. The Company maintains cash
balances of $33.0 million in certificates of deposit as compensating balances to
collateralize the notes payable. The certificates of deposit are reflected as
restricted cash in the accompanying condensed consolidated balance sheet.

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FINANCIAL CONDITION RATIOS

A summary of key financial information for the periods indicated is as follows:

* Debt-to-capitalization has been computed by dividing total debt by
capitalization. Total debt is defined as long-term debt including current
maturities, notes payable and borrowings under the revolving line of
credit. Capitalization is defined as total debt and shareowners' equity.
The debt-to-capitalization ratio, including the present value of future
minimum rental payments under operating leases as debt and as
capitalization, was 64.4%, 66.1% and 65.4% respectively, for the periods
referred to above. The reduction in the debt to capitalization ratio
reflects payments made on the Company's outstanding indebtedness and an
increase in equity due to the Company's earnings.

** Fixed charge coverage ratio, which is presented for the trailing 52 weeks
in each period ended above, is defined as earnings before income taxes,
gross interest expense, and the interest component of rent expense, divided
by gross interest expense and the interest component of rent expense.

STORE ACTIVITY

At the end of the first quarter of 2003, the Company operated 5,020 stores
offering quality family footwear and accessories in 50 states, Puerto Rico,
Guam, Saipan, the U.S. Virgin Islands, Canada, Chile, Costa Rica, the Dominican
Republic, Ecuador, El Salvador, Guatemala, Honduras, Nicaragua, Panama, Peru,
and Trinidad & Tobago. The following table presents the change in store count
for the second quarter and first six months of 2003 and 2002.

Included in the 2003 year-to-date store openings are 16 net new stores in
Central America and the Caribbean operated under a joint venture agreement. This
brings total store count in this region to 137. The Company intends to open 10
to 15 additional stores in this region during the remainder of 2003. Management
believes this region represents an opportunity to open a total of 150 to 200
stores.

During the first six months of 2003 the Company also opened 11 new stores in
South America. This brings total store count in this region to 53. These stores
are operated under a joint venture agreement. The Company intends to open 3 to 5
additional stores in this region during the remainder of 2003. The Andean region
of South America could represent approximately a 300-store opportunity.

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RESTRUCTURING

During the fourth quarter of 2001, the Company recorded a non-recurring charge
of $70.0 million comprised of a $53.9 million restructuring charge and a $16.1
million asset impairment charge. The cash portion of the charge was $41.4
million. As part of the restructuring, the Company centralized all domestic
retail operations functions in Topeka, Kansas. Four domestic division offices in
Atlanta, Baltimore, Chicago, and Dallas were closed. The Company also announced
its intention to close 104 under-performing stores, including 67 Parade stores
and 37 Payless ShoeSource stores, as part of the restructuring. The store
closings differ from closings in the normal course of business in that they have
a longer remaining lease term. The remaining Parade locations are concentrated
in the Northeast and selected major metropolitan areas. As of August 2, 2003,
the Company has closed 95 stores and has decided to continue to operate 7 of the
104 stores originally identified for closure. The Company intends to close the
remaining two stores in 2003. The Company eliminated a total of 230 positions in
conjunction with the restructuring. The table below provides a roll-forward of
the $41.4 million reserve established as part of the 2001 non-recurring charge
and the status of the reserve as of August 2, 2003. Costs are being charged
against the reserves as incurred. Reserves are reviewed for adequacy on a
periodic basis and are adjusted as appropriate based on those reviews.

(Dollars in millions)

In 2002, the Company recorded an additional charge of $2.0 million for
professional fees and $1.4 million for relocation costs associated with
implementing the restructuring that was announced during the fourth quarter of
2001. Also, in 2002, the Company decreased its reserve for store closings by
$8.0 million, inventory liquidations by $2.0 million and increased its reserve
for division closings by $1.8 million.

During 2002, in an effort to enhance global sourcing initiatives and align with
international expansion strategies, the Company reorganized its global sourcing
structure to focus on cost reduction initiatives from procurement of materials
through distribution of product. As part of these cost reduction initiatives,
the Company is now taking ownership of certain raw materials as the materials
enter the production process. These raw materials are included in Inventories.

CRITICAL ACCOUNTING POLICIES

In preparing the accompanying condensed consolidated financial statements,
management makes estimates and assumptions that affect the amounts reported
within the financial statements. Actual results could differ from these
estimates. For more information regarding the Company's critical accounting
policies, estimates and judgments, see the discussion under Management's
Discussion and Analysis of Financial Condition and Results of Operations in the
Company's Form 10-K for the year ended February 1, 2003.

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ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

Interest on the Company's Credit Facility, which is entirely comprised of a
revolving line of credit, is based on the London Inter-Bank Offered Rate
("LIBOR") plus 2.25 percent, or the Base Rate, as defined in the credit
agreement, plus 1.25 percent. There are no outstanding borrowings on the
revolving line of credit; however, if the Company were to borrow against its
revolving line of credit, borrowing costs may fluctuate depending upon the
volatility of LIBOR.

FOREIGN CURRENCY RISK

Although the Company has international operating subsidiaries, the Company's
exposure to foreign currency rate fluctuations is not significant to the
financial condition or results of the Company.

ITEM 4 - CONTROLS AND PROCEDURES

The Company's principal executive officer and principal financial officer, with
the participation of the Company's management group, evaluated the Company's
disclosure controls and procedures as of August 2, 2003. Based on that
evaluation, the Company's principal executive officer and principal financial
officer concluded that the Company's disclosure controls and procedures are
effective. There have not been changes in the Company's internal control over
financial reporting that occurred during the Company's last fiscal quarter that
have materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.

FORWARD-LOOKING STATEMENTS

This report contains, and from time to time the Company may publish,
forward-looking statements relating to such matters as anticipated financial
performance, business prospects, technological developments, new products,
future store openings, international expansion, possible strategic alternatives,
new business concepts, capital expenditures and similar matters. Statements
including the words "expects," "anticipates," "intends," "plans," "believes,"
"seeks," or variations of such words and similar expressions are forward-looking
statements. The Company notes that a variety of factors could cause its actual
results and experience to differ materially from the anticipated results or
other expectations expressed in its forward-looking statements. The risks and
uncertainties that may affect the operations, performance, development and
results of the Company's business include, but are not limited to, the
following: changes in consumer spending patterns; changes in consumer
preferences and overall economic conditions; the impact of competition and
pricing; changes in weather patterns; the financial condition of the suppliers
and manufacturers from whom the Company sources its merchandise; changes in
existing or potential duties, tariffs or quotas; changes in relationships
between the United States and foreign countries; changes in relationships
between Canada and foreign countries; 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 operates stores; changes in trade and/or tax laws;
fluctuations in currency exchange rates; availability of suitable store
locations on appropriate terms; the ability to hire, train and retain
associates; general economic, business and social conditions in the countries
from which the Company sources products, supplies or has or intends to open
stores; the performance of our partners in joint ventures; the ability to comply
with local laws in foreign countries; threats or acts of terrorism or war; and
strikes, work stoppages or slowdowns by unions that play a significant role in
the manufacture, distribution or sale of product. In addition, severe acute
respiratory syndrome (SARS) or other illnesses could cause a disruption in the
Company's supply chain or consumer purchasing patterns. 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. The Company does not undertake any obligation to release
publicly any revisions to such forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

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PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

Other than as described below, there are no material pending legal proceedings
other than ordinary, routine litigation incidental to the business to which the
Company is a party or of which any of its property is subject.

On or about December 20, 2001, a First Amended Complaint was filed against the
Company in the U.S. District Court for the District of Oregon, captioned Adidas
America, Inc. and Adidas-Salomon AG v. Payless ShoeSource, Inc. The First
Amended Complaint seeks injunctive relief and unspecified monetary damages for
trademark and trade dress infringement, unfair competition, deceptive trade
practices and breach of contract. The Company believes it has meritorious
defenses to claims asserted in the lawsuit and has filed an answer and a motion
for summary judgment which the court granted in part. An estimate of the
possible loss, if any, or the range of loss cannot be made.

On or about January 20, 2000, a complaint was filed against the Company in the
U.S. District Court for the District of New Hampshire, captioned Howard J.
Dananberg, D.P.M. v. Payless ShoeSource, Inc. The Complaint seeks injunctive
relief, unspecified treble monetary damages, attorneys' fees, interest and costs
for patent infringement. The Company believes it has meritorious defenses to
claims asserted in the lawsuit. An estimate of the possible loss, if any, or the
range of loss cannot be made.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

* Filed herewith

(b) Reports on Form 8-K

On May 14, 2003, the Company filed a Current Report on Form 8-K furnishing under
Item 9 its Press Release, dated May 14, 2003.

On June 17, 2003, the Company filed a Current Report on Form 8-K to report,
under Item 5, that the Company issued a press release (attached as Exhibit 99
thereto).

On July 15, 2003, the Company filed a Current Report on Form 8-K to report under
Items 5 and 9.

On July 16, 2003, the Company filed an Amended Current Report on Form 8-K to
report under Items 5 and 9 and amend the July 15, 2003 Report on Form 8-K. The
Amendment No. 1 was filed to correct a typographical error contained in the
version of the amendment, dated as of July 8, 2003, of the Credit and Guaranty
Agreement dated April 17, 2000, amended as of January 24, 2002, filed as Exhibit
99.2 to the July 15, 2003 Report on Form 8-K.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

PAYLESS SHOESOURCE, INC.

Date: September 12, 2003 By: /s/ Steven J. Douglass
-----------------------
Steven J. Douglass
Chairman of the Board and
Chief Executive Officer

Date: September 12, 2003 By: /s/ Ullrich E. Porzig
---------------------
Ullrich E. Porzig
Senior Vice President
Chief Financial Officer
and Treasurer

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