What changed in this filing

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Item 1. Business

2022-02-24 compared with 2021-02-26 · 71 added, 69 removed, 160 unchanged (47% of the section changed)

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In other regions (Latin America, portions of Europe and Asia Pacific, the Middle East and Africa), the Company relies on a network of third-party distributors, licensees and joint ventures.

Today, the Company sources and markets a broad range of footwear styles, including shoes, boots and sandals under many recognizable brand names, including Bates ® , Cat ® , Chaco ® , Harley-Davidson ® , Hush Puppies ® , Hytest ® , Keds ® , Merrell ® , Saucony ® , Sperry ® and Wolverine ® .

Today, the Company sources and markets a broad range of footwear and apparel styles, including shoes, boots and sandals under many recognizable brand names, including Bates ® , Cat ® , Chaco ® , Harley-Davidson ® , Hush Puppies ® , Hytest ® , Keds ® , Merrell ® , Saucony ® , Sperry ® , Sweaty Betty ® and Wolverine ® .

The Company licenses its Stride Rite ® brand under a global license arrangement.

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• Wolverine Boston Group , consisting of Sperry ® footwear, Saucony ® footwear and apparel, Keds ® footwear and the Kids' footwear business, which includes the Stride Rite ® licensed business, as well as Kids' footwear offerings from Saucony ® , Sperry ® , Keds ® , Merrell ® , Hush Puppies ® and Cat ® .

The Company also reports “Other” and “Corporate” categories.

The Other category consists of the Sweaty Betty ® activewear business, the Company’s leather marketing operations, sourcing operations that include third-party commission revenues and multi-branded consumer-direct retail stores.

The Corporate category consists of unallocated corporate e xpenses, such as corporate employee costs, costs related to the COVID-19 pandemic, impairment of intangible assets and environmental and other related costs.

The reportable segments are engaged in designing, manufacturing, sourcing, marketing, licensing and distributing branded footwear, apparel and accessories.

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and revenue from the Company’s consumer-direct businesses.

The Company also reports “Other” and “Corporate” categories.

The Other category consists of the Company’s leather marketing operations, sourcing operations and multi-branded consumer-direct retail stores.

The Corporate category consists of unallocated corporate e xpenses, such as costs related to the COVID-19 pandemic, impairment of intangible assets and environmental and other related costs.

T he Company’s reportable segments are determined based on how the Company internally reports and evaluates financial information used to make operating decisions.

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Wolverine Michigan Group

Merrell ® believes in sharing the simple power of being outside – no matter who you are, where you came from, who you love, or how you move — everyone should be welcome in the outdoors and wherever life takes us.

Merrell ® works each day to build innovative, thoughtfully-designed, rigorously-tested products that over-deliver on quality, comfort, versatility, and style.

Merrell ® designs and creates footwear, apparel, and accessories for the whole family in categories such as hiking, trail running, training, lifestyle, and work.

Merrell ® can be found around the world in the Company's own retail stores and on Merrell ® eCommerce sites, including merrell.com, and in industry-leading, partner retailers and digital platforms.

Merrell ® believes in sharing the simple power of being outside – no matter who you are, where you come from, who you love, or how you move.

With a persistent focus on innovation, thoughtful design and rigorous testing, Merrell ® has become a global leader in hiking footwear, with a rapidly growing following in trail running and lifestyle.

All of this is fueled by a desire to build a world where everyone can safely enjoy the benefits of being outdoors.

Merrell ® can be found across the globe, on Merrell.com, in key outdoor and sporting goods retail stores and in Company owned Merrell ® stores.

Cat ® Footwear:

Cat ® Footwear is driven by the belief that generations of builders, makers and creators can turn challenge into enduring greatness.

The Company is the exclusive global footwear licensee of Caterpillar Inc., and for

over two decades, Cat ® Footwear has been living up to the hardworking spirit of both the Caterpillar ® trademark and the millions of consumers who trust the brand.

The Company is the exclusive global footwear licensee of Caterpillar Inc., and for over two decades, Cat ® Footwear has been living up to the hardworking spirit of both the Caterpillar ® trademark and the millions of consumers who trust the brand.

Cat ® Footwear originally created a small collection of rugged work boots designed to provide workers with the comfort and durability that met the challenges of the worksite.

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Wolverine ® designs and creates footwear, apparel and accessories across three strategic territories;

Work, Outdoor and Heritage.

The brand is best known for DuraShocks comfort technology in work boots, as well as the Wolverine ® 1000 Mile collection of premium lifestyle boots handcrafted in the USA from archival patterns.

Work, Outdoor and Casual.

The brand is best known for DuraShocks and Ultraspring comfort technology, as well as the Wolverine ® 1000 Mile collection of premium lifestyle boots handcrafted in the USA from archival patterns.

Wolverine ® products can be found online at Wolverine.com and across a variety of retail channels including online retail, farm & fleet, work specialty, outdoor specialty, department stores and national family stores.

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The brand's mission is to help people find their way, providing access to new people, places, and experiences that make them more confident in who they are and where they’re headed.

That’s why we create footwear that comes with all-terrain versatility, a unique 360° fit, unmatched durability and signature LUVSEAT™ footbed arch support.

That’s why Chaco ® creates footwear that comes with all-terrain versatility, a unique 360° fit, unmatched durability and signature LUVSEAT™ footbed arch support.

The MyChacos custom sandal program provides customers an opportunity to express their funky individuality, while the ReChaco program helps reduce their impact on the places they explore by repairing used sandals.

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Launched in 1958, Hush Puppies ® has a history of bringing color and optimism to a boring, brown shoe category.

Today, Hush Puppies ® exists to inspire our consumers to live life on the bright side.

Today, Hush Puppies ® exists to inspire consumers to live life on the bright side.

The Company believes that optimism is contagious and that by encouraging positivity it can help shape a better world.

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Hush Puppies ® , with its basset hound icon, is one of the most well-known and loved brands worldwide.

The Bates ® brand supplies footwear to military and civilian uniform wearers.

Bates ® utilizes DuraShocks ® , Bates iCS ® , Bates Endurance Performance System and other proprietary comfort technologies in the design of Bates ® footwear.

Bates ® supplies military footwear to several foreign countries.

Civilian uniform users include police officers, security and emergency medical services workers, and others in light industrial occupations.

Bates ® products are distributed through sporting goods chains, department stores, uniform specialty retailers and catalog retailers.

Bates ® Footwear is a leading supplier of tactical and uniform footwear for first responders, U.S.

Military members and military members of several foreign countries.

Civilian uniform users include police officers, fire fighters, security and emergency medical services workers, and others in light industrial occupations.

Bates ® products are distributed through sporting goods chains, department stores, uniform specialty retailers, catalog retailers and online retailers.

Harley-Davidson ® Footwear:

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Wolverine Boston Group

Sperry ® was founded in 1935 by avid sailor, inventor and intrepid explorer Paul Sperry.

The brand is fully rooted in the history of American style and continues to craft the tools for life’s memorable experiences on, off and by the water.

From the invention of the world's first boat shoe, Sperry ® remains the leader in the boat shoe category, and has also expanded its business into casuals, wet weather, boots and sneakers.

The brand is primarily distributed through leading premium and better lifestyle retailers, as well as through Sperry ® retail stores and Sperry.com.

Saucony ® is a purpose driven performance running brand with roots dating back to 1898.

Saucony ® targets both elite and casual runners through award winning design, innovation and performance technology.

The brand is focused on meeting the functional biomechanical needs of runners while delivering on their emotional style needs as well.

The brand is focused on meeting the functional biomechanical needs of runners while delivering on their emotional style needs as

Saucony innovations include Powerrun+, a cushioning technology system;

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Through Saucony's ® Run For Good brand platform and charitable foundation, Saucony ® is strengthening connections with consumers and elevating the positioning of the brand.

The brand’s products are distributed primarily through leading run specialty and sporting goods retailers, as well as Saucony ® retail stores and an eCommerce site.

Keds ® is an authentic, casual lifestyle brand brought to life in 1916 with its simple, yet chic take on canvas footwear.

Emerging from its popularity came the iconic Champion ® sneaker, a shoe that soon ignited a style revolution, popularized by everyone from fashion icons to the girl next door.

Today, Keds ® remains a true American brand, rooted in female empowerment and fueled by a passion for inspiring a new generation of ladies.

The brand’s product architecture targets young women consumers with both core offerings and seasonal iterations featuring updated prints, patterns, materials and constructions on lace-up and slip-on silhouettes, all designed specifically for a woman’s foot.

Keds ® continues to inspire loyalty through purposeful, innovative and classic, yet modernized footwear and its unwavering support for putting ladies first.

The brand’s products are distributed primarily through leading run specialty and sporting goods retailers, as well as in Company owned Saucony ® retail stores and an eCommerce site.

Sperry ® was founded in 1935 by avid sailor, inventor and intrepid explorer Paul Sperry.

The brand is fully rooted in the history of American style and continues to craft the tools for life’s memorable experiences on, off and by the water.

From the invention of the world's first boat shoe, Sperry ® is a market leader in both boat shoes and wet weather boots, and has expanded its business into casuals and sneakers.

The brand is primarily distributed through Sperry.com and in Company owned Sperry ® retail stores, as well as leading premium and better lifestyle retailers.

For over 100 years, Keds ® has been making timeless, comfortable, accessible footwear for consumers to step out into the world their way.

Ever since the creation of the iconic Keds ® Champion "sneaker" back in 1916, Keds ® has held the belief that when we feel comfortable inside and out, we can leap forward and make our marks on the world.

This belief continues to inspire and drive us every day.

Keds ® designs every product to support everyone—to give them the versatility, comfort, and style they need to confidently live as their truest selves.

Keds ® is focused on driving unique marketing and product stories through Keds.com and distributing footwear at leading footwear retailers worldwide.

Kids' Footwear:

The Kids' footwear business includes the Stride Rite ® licensed business, as well as kids' footwear offerings from Saucony ® , Sperry ® , Keds ® , Merrell ® , Hush Puppies ® and Cat ® .

The Kids' footwear business includes footwear offerings from Saucony ® , Sperry ® , Keds ® , Merrell ® , Hush Puppies ® a nd Cat ® , as well as a licensed business, Stride Rite ® .

Kids' footwear offerings from Saucony ® , Sperry ® , Keds ® , Merrell ® , Hush Puppies ® and Cat ® are distributed through premium and better lifestyle retailers, outdoor and sporting goods retailers, as well as through an eCommerce site and by a license partner.

With a history dating back to 1919, Stride Rite ® is an industry leader in kids' footwear.

The Company signed a multi-year license agreement in 2017 to license the Stride Rite ® brand.

Other Businesses

In addition to its reportable segments, the Company operates a performance leather business, sourcing operations and a multi-brand consumer-direct business.

Wolverine Leathers Division - The Wolverine Leathers Division markets pigskin leather for use primarily in the footwear industry.

In addition to its reportable segments, the Company operates the Sweaty Betty ® activewear business, a performance leather business, sourcing operations and a multi-brand consumer-direct business.

Sweaty Betty ® :

Sweaty Betty ® is a global women’s activewear and lifestyle brand that has been on a mission to empower women through fitness and beyond since 1998.

Famous for its “bum-sculpting” leggings and innovative designs, Sweaty Betty ® fuses performance and style with technical, high-performance fabrics and responsibly sourced materials.

The brand services its loyal, fast-growing community worldwide through SweatyBetty.com, complemented by retail locations across the United Kingdom, Europe and Asia and the world’s best luxury retailers, including Selfridges, Harrods, Neiman Marcus and Nordstrom.

Through the Sweaty Betty Foundation, the brand aims to give more girls access to activities they love, helping the next generation get and stay active for life.

Wolverine Leathers Division:

The Wolverine Leathers Division markets pigskin leather for use primarily in the footwear industry.

The Company believes pigskin leather offers superior performance and other advantages over cowhide leather.

The Company’s waterproof and stain resistant leathers are featured in some of the Company’s footwear lines and also sold to external footwear brands.

Sourcing Division - The sourcing division earns third-party commission revenue by providing consulting services related to product development, production control, quality assurance, materials procurement, compliance and other services.

Multi-brand Consumer-Direct Division - The multi-brand consumer-direct division includes retail stores that sell footwear and apparel from the Company's brand portfoli o and other brands.

The Company’s marketing strategy is to develop brand-specific plans and related promotional materials that foster a consistent message for each of the Company’s core brands across the globe.

Each reportable segment has dedicated marketing personnel who develop the marketing strategies for specific brands.

Marketing campaigns and strategies vary by brand, but are generally designed to target consumers in order to increase awareness of, and affinity for, the Company’s brands.

The Company’s advertisements typically emphasize fashion, comfort, quality, durability, functionality and other performance and lifestyle attributes of the Company’s brands and products.

Components of brand-specific marketing plans vary and may include print and radio advertising, search engine optimization, social networking sites, event sponsorships, in-store point-of-purchase displays, promotional materials and sales and technical assistance.

In addition to the Company’s internal marketing efforts, each brand provides its third-party licensees and distributors with creative direction, brand images and other materials to convey globally consistent brand messaging, including (i) direction on the categories of footwear and apparel to be promoted;

(ii) photography and layouts;

(iii) broadcast advertising, including commercials and film footage;

(iv) point-of-purchase specifications, blueprints and packaging;

(v) sales materials;

and (vi) consulting services regarding retail store layout and design.

The Company believes its brand names represent a competitive

advantage, and the Company, along with its licensees and distributors, make significant marketing investments to promote and enhance the market position of its products and drive brand awareness.

Sourcing Division:

The sourcing division earns third-party commission revenue by providing consulting services related to product development, production control, quality assurance, materials procurement, compliance and other services.

Multi-brand Consumer-Direct Division:

The multi-brand consumer-direct division includes retail stores that sell footwear and apparel from the Company's brand portfoli o and other brands.

The Company’s marketing strategy is to develop brand-specific plans and related promotional materials that foster a consistent message for each of the Company’s brands across the globe.

Marketing campaigns and strategies vary by brand and are generally designed to target consumers in order to increase awareness of, and affinity for, the Company’s brands.

The Company’s marketing typically emphasizes compelling brand stories and brand recognition associated with new and existing products, the performance, comfort and quality features and styles of our products within each of the Company’s brands, as well as raising global brand relevance and awareness.

The Company’s brand marketing has an omni-channel approach and

includes various means of delivery, such as print and radio advertising, search engine optimization, social networking sites, event sponsorships, in-store point-of-purchase displays, promotional materials and sales and technical assistance.

The Company operates branded eCommerce sites that the Company believes are effective marketing tools to consumers.

The Company maintains an active presence on a variety of global social media platforms, and the Company’s digital marketing seeks to create demand among new consumers as well as connecting consumers to brand content and products.

The Company believes its brand names represent a competitive advantage, and the Company, its licensees and its distributors make significant marketing investments to promote and enhance the market positions of its products and drive brand awareness.

Domestic Sales and Distribution

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License and distribution arrangements enable the Company to generate sales in other markets without the capital commitment required to maintain related foreign operations, employees, inventories or localized marketing programs.

The Company believes that joint ventures will provide it with a more meaningful ownership stake and near-term brand impact in fast-growing markets than its traditional licensee and distributor arrangements.

The Company believes that joint ventures provide it with a more meaningful ownership stake and near-term brand impact in fast-growing markets than its traditional licensee and distributor arrangements.

The Company continues to develop its international network of third-party licensees and distributors to market its branded products.

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The widespread availability of common upper materials and specialty leathers eliminates reliance by the Company on a single supplier.

The Company currently purchases all of the raw pigskins used for its Wolverine Leathers Division from one domestic source, which has been a reliable and consistent supplier to the Company for over 50 years.

Alternative sources of raw pigskin are available, but the Company believes these sources offer less advantageous pricing, quality and compatibility with the Company’s processing method.

The Company has a diversified supply base of raw pigskins and currently purchases a majority of the raw pigskins used for its Wolverine Leathers Division from one domestic source, which has been a reliable and consistent supplier to the Company for over 50 years.

The Company purchases all of its other raw materials and component parts from a variety of sources and does not believe that any of these sources are a dominant supplier.

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The Company holds a significant portfolio of registered and common law trademarks that identify its branded products and technologies.

The Company’s owned trademarks include Hush Puppies ® , Dog Likeness (registered design trademark), Wolverine ® , Bates ® , Chaco ® , Soft Style ® , Wolverine Fusion ® , DuraShocks ® , MultiShox ® , Wolverine Compressor ® , Wolverine ICS ® , Hidden Tracks ® , iTechnology ™ , Bounce ® , Comfort Curve ® , Hytest ® , Merrell ® , M Circle Design (registered design trademark), Continuum ® , Q Form ® , Sperry ® , Saucony ® , Stride Rite ® and Keds ® .

The Company’s Wolverine Leathers Division markets its pigskin leathers under the trademarks Wolverine Warrior Leather ® , Weather Tight ® and All Season Weather Leathers™ .

The Company has footwear marketing and distribution rights under the Cat ® and Harley-Davidson ® trademarks pursuant to license arrangements with the respective trademark owners.

The Cat ® license term runs through December 31, 2024 and the Harley-Davidson ® license term runs through December 31, 2022.

The Cat ® license was recently renewed and the license term runs through December 31, 2028 and the Harley-Davidson ® license term runs through December 31, 2022.

Both licenses are subject to early termination for breach.

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The Company protects its proprietary rights under applicable laws.

Prior to the COVID-19 pandemic, the Company’s business was subject to seasonal influences that could cause significant differences in revenue, earnings and cash flows from quarter to quarter.

The COVID-19 pandemic resulted in changes in consumer behavior and preferences in fiscal 2020 that have negatively impacted the Company's fiscal 2020 results.

The Company expects the seasonal cadence that the Company experienced historically may continue to be affected as a result of these changes in consumer behavior and preferences.

The Company experiences moderate fluctuations in sales volume during the year, as reflected in quarterly revenue.

The Company expects current seasonal sales patterns to continue in future years.

The Company also experiences some fluctuation in its levels of working capital, typically including an increase in net working capital requirements near the end of the first and third fiscal quarters.

The Company meets its working capital requirements through internal operating cash flows and, as needed, borrowings under the Revolving Credit Facility, included in its Amended Senior Credit Facility as discussed in more detail under the caption "Liquidity and Capital Resources" in Item 7:

The Company meets its working capital requirements through internal operating cash flows and, as needed, the Revolving Facility, as discussed in more detail under the caption "Liquidity and Capital Resources" in Item 7:

"Management's Discussion and Analysis of Financial Condition and Results of Operations".

The Company's working capital could also be impacted by other events, including pandemics such as COVID-19.

The Company markets its footwear and apparel lines in a highly competitive and fragmented environment.

The Company competes with numerous domestic and international footwear marketers, some of whom are larger and have greater resources than the Company.

The Company competes with numerous domestic and international footwear and apparel designers and marketers, some of whom are larger and have greater resources than the Company.

Product performance and quality, including technological improvements, product identity, competitive pricing, ability to control costs and ability to adapt to style changes are all important elements of competition in the footwear and apparel markets served by the Company.

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As of January 1, 2022, the Company had approximately 4,400 domestic and foreign production, office and sales employees.

One of the Company's Core Values is "Our People Are the Difference," and as such we work to maximize the

engagement and contribution of our current workforce and to attract the best talent available from outside the organization when needed.

One of the Company's Core Values is "Our People Are the Difference," and the Company works to maximize the engagement and contribution of its current workforce and to attract the best talent available from outside the organization when needed.

Talent Recruitment, Retention and Development :

Our talent strategy is focused on attracting top talent and continually developing, engaging, investing in and retaining top employees through a variety of retention and development efforts and world class corporate amenities.

We strive to hire world class talent, while ensuring opportunities for growth and development for our team members.

We recently launched an engaging modern recruitment marketing website to tell our compelling story of opportunity and inclusion.

Development starts on day one with an enriching Day 1 experience designed to help employees start off on the right foot from the moment they begin their career with the Company.

The Company's talent strategy is focused on attracting top talent and continually developing, engaging, investing in and retaining top employees through a variety of retention and development efforts and world class corporate amenities.

We strive to hire world class talent, while ensuring opportunities for growth and development for team members.

We maintain an engaging modern recruitment marketing website to tell the Company's compelling story of opportunity and inclusion.

Development starts on day one with an enriching day one experience designed to help employees start off on the right foot from the moment they begin their career with the Company.

The Company strives to be one of the best places to work.

In order to maximize engagement and contribution of our team members, we conduct regular pulse and check-in surveys to ensure we are in touch with our team member needs and perspectives.

Our annual talent planning process provides invaluable data to help retain top talent through career planning and leadership continuity by using that data to identify and mitigate succession gaps through hiring and development.

The Company benchmarks its benefits regularly and keeps abreast of the most up-to-date and effective strategies in order to offer a comprehensive and competitive compensation and benefits package that is specific to the employees’ region of employment including annual incentive programs, long-term incentive programs and health and wellness benefits, such as the corporate headquarters' on-site, state of the art Fitness Center, Child Care, and Doggie Day Care facilities for our employees.

The Company seeks to maximize engagement and contribution of team members and the Company stays connected with team members across many experience touchpoints through surveys, including a day one survey, 90 days into their career, regular pulse and check in surveys, and exit surveys.

These insights have been especially valuable during the COVID-19 pandemic to understand and develop solutions to maintain a positive employee well-being.

The Company's annual talent planning process provides invaluable data to help retain top talent through career planning and leadership continuity by using that data to identify and mitigate succession gaps through hiring and development.

The Company believes that leaders should be developed at every stage of their career, from new managers to executives.

We have a global leadership development program for all people leaders through partnerships with top educational institutions which focuses both on business leadership and capabilities needed to evolve our businesses, and on people leadership capabilities to build, retain, and inspire top performing teams.

We have a global leadership development program for all people leaders through partnerships with top educational institutions which focuses both on business leadership and capabilities needed to evolve the Company's businesses, and on people leadership capabilities to build, retain, and inspire top performing teams.

As we continue to evolve and transform, the continued development of leaders is viewed as critical to the Company's future success.

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We have further prioritized diversity and inclusion by hiring an expert partner to help us build a framework to promote an inclusive environment today and into the future in order to make the Company an even greater place to work.

The Company's major development focus over the next year will be in implementing a comprehensive diversity, equity, and inclusion learning program which includes learning on inclusive teams, inclusive leadership, and inclusive selection.

Health and Safety :

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business