UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street NW
Washington, D.C. 29549

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

Date of Report (Date of earliest event reported):     August 23, 2013       

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a‑12) 

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

THE CATO CORPORATION

Item 2.02.  Results of Operations and Financial Condition.

On August 22, 2013, The Cato Corporation issued a press release regarding its financial results for the second quarter ending August 3, 2013.  A copy of this press release is furnished as Exhibit 99.1 hereto.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

Exhibit 99.1 – Press Release issued August 22, 2013.

Signatures

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

                                                                                    THE CATO CORPORATION

Exhibit Index

EXHIBIT 99.1

The CATO Corporation

                                              NEWS RELEASE

FOR IMMEDIATE RELEASE

                          CEO Approval ________

For Further Information Contact:

          John R. Howe

          Executive Vice President

          Chief Financial Officer

          704-551-7315

Charlotte, NC (August 22, 2013) – The Cato Corporation (NYSE: CATO) today reported net income of $14.8 million or $.51 per diluted share for the second quarter ended August 3, 2013, compared to net income of $17.3 million or $.59 per diluted share for the second quarter ended July 28, 2012.  Earnings per diluted share exceeded the top end of our current guidance by $.03; however, both net income and earnings per diluted share decreased 14% from the prior year.  Sales for the second quarter ended August 3, 2013 were $229.4 million, down 1% from sales of $231.5 million last year.  Second quarter same-store sales decreased 2%.

For the six months ended August 3, 2013, the Company earned net income of $45.6 million or $1.56 per diluted share, compared with net income of $49.1 million or $1.68 per diluted share for the six months ended July 28, 2012, a 7% decrease in net income and earnings per diluted share.  Sales for the first half were $496.6 million, down 2% to the prior year’s first half sales of $504.2 million.  Same-store sales for the first half were down 4% from the prior year.

“Same-store sales continue to be affected by slow economic growth, high unemployment and our customers’ limited discretionary spending,” said John Cato, Chairman, President, and Chief Executive Officer.  “We expect this difficult environment to continue in the second half.  We project second half earnings per diluted share will be within our original guidance range of $.19 to $.32.”

Second quarter gross margin was 36.8% compared to 38.4% last year due primarily to lower merchandise margins and higher store occupancy costs.  Second quarter SG&A costs as a percent of sales was up slightly at 25.7% versus 25.6% last year primarily as a result of higher insurance costs offset by lower incentive compensation expense.  The effective tax rate for the quarter was 36.0% compared to 37.3% last year, primarily due to the late renewal of the Work Opportunity Tax Credit last year, which had not been renewed by Congress as of the end of the second quarter last year.

As noted above, based on year-to-date results and the Company’s original guidance for the second half, earnings per diluted share are expected to be within the adjusted range of $1.75 to $1.88 versus $2.11 last year, a decrease of 17% to 11%.  By quarter, earnings per diluted share are estimated to be in the range of $.02 to $.09 versus $.16 last year for the third quarter and $.17 to $.23 versus $.27 last year for the fourth quarter.  Comparable store sales for both the third and fourth quarters are estimated to be in the range of down 3% to flat.

During the first half, the Company opened four new stores, relocated three stores and closed eight stores.  The Company now expects to open 51 stores during 2013.  As of August 3, 2013, The Cato Corporation operated 1,306 stores in 31 states, compared to 1,295 stores in 31 states as of July 28, 2012.

The Cato Corporation is a leading specialty retailer of value-priced fashion apparel and accessories operating three concepts, “Cato”, “Versona” and “It’s Fashion”.  The Company’s Cato stores offer exclusive merchandise with fashion and quality comparable to mall specialty stores at low prices every day.  Versona is a unique fashion destination offering accessories and apparel including jewelry, handbags and shoes at exceptional prices every day.  It’s Fashion offers fashion with a focus on the latest trendy styles for the entire family at low prices every day.  Additional information on The Cato Corporation is available at www.catocorp.com.

Statements in this press release not historical in nature including, without limitation, statements regarding the Company’s expected or estimated financial results for the third quarter, fourth quarter and full year and any related assumptions, as well as the Company’s expected plans for full year store openings are considered “forward-looking” within the meaning of The Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are based on current expectations that are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by

the forward-looking statements.  Such factors include, but are not limited to, the following: general economic conditions; competitive factors and pricing pressures; the Company’s ability to predict fashion trends; consumer apparel buying patterns; adverse weather conditions and inventory risks due to shifts in market demand and other factors discussed under “Risk Factors” in Part I, Item 1A of the Company’s most recently filed annual report on Form 10-K, as amended or supplemented, and in other reports the Company files with or furnishes to the SEC from time to time.  The Company does not undertake to publicly update or revise the forward-looking statements even if experience or future changes make it clear that the projected results expressed or implied therein will not be realized. The Company is not responsible for any changes made to this press release by wire or Internet services.

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THE CATO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

FOR THE PERIODS ENDED AUGUST 3, 2013 AND JULY 28, 2012

(Dollars in thousands, except per share data)

THE CATO CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)