Fluctuations in our operating results could reduce our cash flow and we may be unable to repurchase shares at all or at the times or in the amounts we desire or the results of the share repurchase program may not be as beneficial as we would like. 

Our Board of Directors has implemented a $50 million share repurchase program. The program does not require the Company to repurchase any specific number of shares of our common stock, and may be modified, suspended or terminated at any time without prior notice. Shares repurchased under the program will be subsequently retired. If our cash flow decreases as a result of decreased sales, increased expenses or capital expenditures or other uses of cash, we may not be able to repurchase shares of our common stock at all or at times or in the amounts we desire. As a result, the results of the share repurchase program may not be as beneficial as we would like. 

Our certificate of incorporation and bylaws and Delaware law contain provisions that may prevent or frustrate attempts to replace or remove our current management by our stockholders, even if such replacement or removal may be in our stockholders’ best interests. 

Our basic corporate documents and Delaware law contain provisions that might enable our management to resist a takeover. These provisions: 

• restrict various types of business combinations with significant stockholders; 

• provide for a classified board of directors; 

• limit the right of stockholders to remove directors or change the size of the board of directors; 

• limit the right of stockholders to fill vacancies on the board of directors; 

• limit the right of stockholders to act by written consent and to call a special meeting of stockholders or propose other actions; 

• require a higher percentage of stockholders than would otherwise be required to amend, alter, change or repeal our bylaws and certain provisions of our certificate of incorporation; and 

• authorize the issuance of preferred stock with any voting rights, dividend rights, conversion privileges, redemption rights and liquidation rights and other rights, preferences, privileges, powers, qualifications, limitations or restrictions as may be specified by our board of directors. 

• These provisions may: 

• discourage, delay or prevent a change in the control of our company or a change in our management, even if such change may be in the best interests of our stockholders; 

• adversely affect the voting power of holders of common stock; and 

• limit the price that investors might be willing to pay in the future for shares of our common stock. 

## ITEM 1B. UNRESOLVED STAFF COMMENTS 

Not applicable. 

## ITEM 2. PROPERTIES 

## Stores 

We lease all of our store locations. As of December 28, 2013, we operated 263 retail stores located primarily in major malls throughout the United States, Canada and Puerto Rico, 58 stores located in the United Kingdom and two stores in Ireland in our Retail segment. Our leases in the United Kingdom and Ireland typically have rent reviews every five years in which the base rental rate is adjusted to current market rates if they are higher than the original rent agreed. 

## Non-Store Properties 

In addition to leasing all of our store locations, we own a warehouse and distribution center, or Bearhouse, in Groveport, Ohio, which is utilized primarily by our Retail segment. The facility is approximately 350,000 square feet and includes our web fulfillment site. We also lease approximately 59,000 square feet for our corporate headquarters, or World Bearquarters, in St. Louis, Missouri which houses our corporate staff, our call center and our on-site training facilities. The lease was amended, effective January 1, 2014 with a five-year term. In the United Kingdom, we lease approximately 2,500 square feet for our regional headquarters in Windsor, England. The lease commenced in August 2003 and can be terminated at any time by either party giving notice of termination six months prior to cancellation. 

## ITEM 3. LEGAL PROCEEDINGS 

From time to time we are involved in ordinary routine litigation typical for companies engaged in our line of business. We are involved in several court actions seeking to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. As of the date of this Annual Report on Form 10-K, we are not involved in any pending legal proceedings that we believe would be likely, individually or in the aggregate, to have a material adverse effect on our financial condition or results of operations. 

## ITEM 4. MINE SAFETY DISCLOSURE 

Not applicable 

