What changed in this filing

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Item 1. Business

2023-02-23 compared with 2022-02-24 · 74 added, 82 removed, 149 unchanged (51% 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 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 ® .

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 ® , Merrell ® , Saucony ® , Sperry ® , Sweaty Betty ® and Wolverine ® .

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

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Wolverine ® eyewear and gloves;

Keds ® apparel;

Saucony ® apparel and Sperry ® apparel.

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The Company’s products are sold at various price points targeting a wide range of consumers of casual, work, outdoor and athletic footwear and apparel.

The Company’s portfolio of brands is organized into the following two operating segments, which the Company has determined to be reportable segments.

• Wolverine Michigan Group , consisting of Merrell ® footwear and apparel, Cat ® footwear, Wolverine ® footwear and apparel, Chaco ® footwear, Hush Puppies ® footwear and apparel, Bates ® uniform footwear, Harley-Davidson ® footwear and Hytest ® safety footwear;

• 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 ® .

During the 2022 fiscal year, the Company’s portfolio of brands was organized into the following three reportable segments.

• Active Group, consisting of Merrell ® footwear and apparel, Saucony ® footwear and apparel, Sweaty Betty ® activewear, and Chaco ® footwear;

• Work Group, consisting of Wolverine ® footwear and apparel, Cat ® footwear, Bates ® uniform footwear, Harley-Davidson ® footwear and HYTEST ® safety footwear;

• Lifestyle Group , consisting of Sperry ® footwear, Keds ® footwear, and Hush Puppies ® footwear and apparel.

Kids' footwear offerings from Saucony ® , Sperry ® , Keds ® , Merrell ® , Hush Puppies ® and Cat ® are included with the applicable brand.

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 Other category consists of the Company’s leather marketing operations, sourcing operations that include third-party commission revenues, multi-branded direct-to-consumer retail stores and the Stride Rite ® licensed business.

The Corporate category consists of the gain on the sale of the Champion trademarks in 2022 and unallocated corporate expenses, such as corporate employee costs, costs related to the COVID-19 pandemic, impairment of intangible assets and goodwill, reorganization activities, 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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revenue from third-party distributors, licensees and joint ventures;

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

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

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

The Company's reportable segments and related brands are described in more detail below.

Wolverine Michigan Group

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.

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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.

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.

Today, Cat ® Footwear offers a wide range of footwear, including work boots and casual shoes for men, women and children - sold through a global distribution network.

CAT ® , CATERPILLAR, their respective logos, "Caterpillar Corporate Yellow", as well as corporate product identity used herein, are registered trademarks of Caterpillar Inc.

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.

Saucony innovations include Powerrun+, a cushioning technology system;

PWRFOAM midsole, PWRTRAC outsole, and FormFit, an adaptive fit system.

Saucony ® offers five categories of performance footwear products;

Competition, Road, Trail, Train and Walking;

as well as the Originals lifestyle footwear inspired by Saucony ® products of the 1970's to 2000's.

Saucony ® also offers a complete line of performance running apparel and select lifestyle apparel pieces.

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 in Company owned Saucony ® retail stores and an eCommerce site.

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.

Chaco ® has a rich, 30+ year history of creating footwear that’s “Fit For Adventure” of any kind, whether that’s exploring rivers, trails or swerving city streets.

Originating as an innovation in the whitewater rafting world, Chaco ® now designs footwear for all walks of life in the outdoor and lifestyle communities.

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 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.

Chaco ® products are distributed primarily through specialty footwear retailers, the Chaco ® eCommerce site, and other leading online and brick and mortar retailers.

Wolverine ® :

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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.

Chaco ® has a rich, 30+ year history of creating footwear that’s “Fit For Adventure” of any kind, whether that’s exploring rivers, trails or swerving city streets.

Originating as an innovation in the whitewater rafting world, Chaco ® now designs footwear for all walks of life in the outdoor and lifestyle communities.

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

Chaco ® products are distributed primarily through specialty footwear retailers, the Chaco ® eCommerce site, and other leading online and brick and mortar retailers.

Hush Puppies ® :

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 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.

Hush Puppies ® footwear is distributed through wholesale and licensed channels, and through an eCommerce site.

In addition, the Hush Puppies ® brand is licensed to third parties engaged in the manufacturing, marketing and distribution of apparel, handbags, eyewear, socks, watches and plush toys sold around the world.

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

Cat ® Footwear:

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

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.

Today, Cat ® Footwear offers a wide range of footwear, including work boots and casual shoes for men, women and children, sold through a global distribution network.

CAT ® , CATERPILLAR, their respective logos, "Caterpillar Corporate Yellow", as well as corporate product identity used herein, are registered trademarks of Caterpillar Inc.

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

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HYTEST ® footwear is distributed primarily through a network of independently-owned Shoemobile ® mobile truck retail outlets providing direct sales of the Company’s occupational and work footwear brands to workers at industrial facilities and also through direct sales arrangements with large industrial customers.

Wolverine Boston Group

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

Saucony innovations include Powerrun+, a cushioning technology system;

PWRFOAM midsole, PWRTRAC outsole, and FormFit, an adaptive fit system.

Saucony ® offers five categories of performance footwear products;

Competition, Road, Trail, Train and Walking;

as well as the Originals lifestyle footwear inspired by Saucony ® products of the 1970's to 2000's.

Saucony ® also offers a complete line of performance running apparel and select lifestyle apparel pieces.

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 in Company owned Saucony ® retail stores and an eCommerce site.

Lifestyle Group

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

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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 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.

Effective February 4, 2023 the Company sold the global Keds ® business to Designer Brands, Inc.

(the "Buyer") pursuant to an Asset Purchase Agreement between the Company and the Buyer dated February 7, 2023.

Hush Puppies ® :

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 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.

Hush Puppies ® footwear is distributed through wholesale and licensed channels, and through eCommerce sites.

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

Other Businesses

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.

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.

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

Wolverine Leathers Division:

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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.

Multi-brand Direct-to-Consumer Division:

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

Stride Rite ® Licensed Business:

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.

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.

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• The Company uses a dedicated sales force and customer service team, third party sales representatives and point-of-purchase materials to support domestic sales.

• The Company maintains core in-stock inventories to service department stores, national chains, specialty retailers, catalog retailers, independent retailers, uniform outlets and its own consumer-direct business.

• The Company uses volume direct programs to ship products to retail customers and to provide products at competitive prices to service major retail, catalog, mass merchant and government customers.

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(iii) revenue from a network of third-party licensees;

and (iv) revenue and income from joint ventures that market the Company’s branded products in Mexico, Colombia and China.

and (iv) revenue and income from joint ventures that market the Company’s branded products in Mexico and China.

The Company’s international owned operations are located in markets where the Company believes it can gain a strategic advantage by directly controlling the sale of its products into retail accounts.

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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 ® , Sweaty Betty ® 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’s owned trademarks include Hush Puppies®, Wolverine®, Bates®, Bounce®, Chaco®, HYTEST®, Merrell®, Sperry®, Saucony®, Stride Rite®, Sweaty Betty® , and related logos and design marks.

The Company’s Wolverine Leathers Division markets its pigskin leathers under trademarks such as Silkee® and Weather-Tight® .

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

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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, the Revolving Facility, as discussed in more detail under the caption "Liquidity and Capital Resources" in Item 7:

The Company also experiences some fluctuation in its levels of working capital, typically reflecting an increase in net working capital requirements near the end of the first and third fiscal quarters as the Company builds inventory to support peak shipping periods.

Historically, cash provided by operating activities is higher in the second half of the fiscal year due to collection of wholesale channel receivables and higher direct-to-consumer sales during the holiday season.

The Company meets its working capital requirements through internal operating cash flows and, as needed, borrowings under its revolving credit 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's working capital could also be impacted by other events, including pandemics.

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

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Employee Profile :

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

As of December 31, 2022, the Company had approximately 4,300 domestic and foreign production, office and sales employees.

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.

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

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 seeks to maximize engagement and contribution of team members and the Company stays connected with team members across many experience touchpoints throughout the employee lifecycle, including a day one survey, a survey 90 days after they begin their career at the Company, regular pulse and check in surveys, and exit surveys.

Insights from these surveys have been especially valuable as the COVID-19 pandemic evolves to understand employees' needs and to 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 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 employees.

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 Company's employees’ respective geographic 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 employees.

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 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.

To enhance the development of employees, the Company offers a wide variety of virtual learning courses, instructor led classes, video libraries, and quick reference documents and provides tuition reimbursement to help employees achieve higher education goals.

We have a global leadership development program for all people leaders in which we partner with top educational institutions.

This program focuses on sharpening participants' business leadership capabilities needed to grow the Company's businesses and people leadership capabilities needed to build, retain, and inspire top performing teams.

As we continue to evolve and transform, the continued development of leaders is critical to our future success.

To enhance employees career development, the Company offers a wide variety of virtual learning courses, instructor led classes, video libraries, and quick reference documents and provides tuition reimbursement to help employees achieve higher education goals.

Diversity, Equity, and Inclusion :

The Company is committed to having a diverse and inclusive workforce which is reflected in the wide range of cultures, religions, ethnicities and nationalities, as well as varied professional and educational backgrounds currently represented at the Company.

Because the Company believes in cultivating a well-rounded, diverse workforce, the Company continuously seeks out individuals who reflect and support the goal of maintaining a diverse corporation.

The Company's commitment to a diverse and inclusive workforce is reflected in the wide range of cultures, religions, ethnicities and nationalities, as well as varied professional and educational backgrounds currently represented in the Company's workforce.

Because the Company believes in cultivating a well-rounded, diverse workforce, the Company continuously seeks out individuals who reflect and support this goal.

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.

Over the past two years, the Company's major development focus has been 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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• Increasing cleaning protocols.

• Initiating regular communication regarding impacts of the COVID-19 pandemic, including health and safety protocols and procedures;

• Implementing temperature screening of employees at the majority of its distribution facilities;

• Establishing new physical distancing procedures for employees who need to be onsite;

• Providing additional personal protective equipment and cleaning supplies;

• Modifying work spaces with plexiglass dividers and touchless faucets;

• Implementing protocols to address actual and suspected COVID-19 cases and potential exposure;

• Prohibiting all domestic and international non-essential travel for all employees;

• Requiring masks to be worn in all locations where allowed by local law.

The Company distributes its products to a variety of customers, many of which are deemed essential, including customers in the health and safety, critical construction, food and agriculture, and energy sectors.

As a result, the majority of the Company's distribution facilities have continued operating since the COVID-19 pandemic began.

In order to keep distribution facilities open, the Company invested in creating physically safe work environments for employees.

Available Information

Information about the Company, including the Company’s Code of Business Conduct, Corporate Governance Guidelines, Director Independence Standards, Accounting and Finance Code of Ethics, Audit Committee Charter, Compensation Committee Charter and Governance Committee Charter, is available at its website at www.wolverineworldwide.com/investor-relations/corporate-governance .

relations/corporate-governance .

Printed copies of the documents listed above are available upon request, without charge, by writing to the Company at 9341 Courtland Drive, N.E., Rockford, Michigan 49351, Attention:

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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