What changed in this filing

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Item 1. Business

2024-02-22 compared with 2023-02-23 · 55 added, 59 removed, 164 unchanged (41% of the section changed)

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(the “Company”) is a leading designer, marketer and licensor of a broad range of quality casual footwear and apparel, performance outdoor and athletic footwear and apparel, kids' footwear, industrial work boots and apparel, and uniform shoes and boots.

The Company’s products are marketed worldwide in approximately 170 countries and territories through owned operations in the United States ("U.S."), Canada, the United Kingdom and certain countries in continental Europe and Asia Pacific.

The Company’s products are marketed worldwide in approximately 170 countries and territories through owned operations in the United States ("U.S."), Canada, the United Kingdom ("U.K.") and certain countries in continental Europe and Asia Pacific.

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 ® , 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;

Saucony ® apparel and Sperry ® apparel.

and Saucony ® apparel.

Cat ® is a registered trademark of Caterpillar Inc.

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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.

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

The Company’s portfolio of brands are organized into the following 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 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 Other category consists of Sperry ® footwear, Keds ® footwear, Hush Puppies ® footwear and apparel, 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 gains on the sale of businesses and trademarks, unallocated corporate expenses, such as corporate employee costs, corporate facility costs, reorganization activities, impairment of long-lived 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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Merrell ® can be found across the globe, on Merrell.com, in key outdoor and sporting goods retail stores and in Company owned Merrell ® stores.

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

Saucony ® is a leading purpose-driven performance running lifestyle 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.

Widely recognized for award-winning technologies, Saucony ® innovations include PWRRUN™ PB, a beaded superfoam that delivers high-performance energy return;

PWRRUN+™ a cushioning foam for a plush ride;

SPEEDROLL™ Technology, a blend of premium foam and forward geometry to promote a faster transition;

and PWRTRAC™, a trail-specific outsole rubber.

Saucony ® offers five categories of performance footwear products;

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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.

Through Saucony ® 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.

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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.

For more than 30 years Chaco ® has been creating premium footwear for outdoor adventure in and out of water.

Originating as an innovation in the whitewater rafting world, Chaco ® is the vibrant outdoor brand designing footwear for all walks of life and for a lifetime of adventure.

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

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men and women who stop at nothing to build the future they want.

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

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 ® designs and creates footwear, apparel and accessories made to outfit those working in the core trades across the world.

The brand is known for its heritage, durability, and best-in-class performance 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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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.

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

Military members.

Civilian uniform users include police officers, firefighters, 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.

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The HYTEST ® product line consists of high-quality work boots and shoes that incorporate various specialty safety features designed to protect against hazards of the workplace, including steel toe, composite toe, nano toe, metatarsal guards, electrical hazard protection, static dissipating and conductive footwear.

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.

Lifestyle Group

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.

Other Businesses

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

The Company’s results included in Other also included Sperry ® , which was sold in 2024, and Keds ® , which was sold in 2023.

The Company also operated a performance leathers business, which was sold in 2023.

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

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

Effective January 10, 2024 the Company sold the global Sperry ® business to Authentic Brands Group LLC.

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

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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 ® :

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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 a performance leather business, sourcing operations, a multi-brand direct-to-consumer business, and the licensing of its Stride Rite ® brand.

The Company signed a multi-year license agreement in 2023 to license the Hush Puppies ® brand in the United States and Canada.

The Company sold the rights to the Hush Puppies ® trademarks, patents, copyrights and domains in China, Hong Kong and Macau to its current sublicensee, Beijing Jiaman Dress Co., Ltd.

The transaction closed on September 14, 2023.

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.

Wolverine Leathers Division:

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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.

The Wolverine Leathers Division was sold in two seperate transactions in 2023.

Sourcing Division:

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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.

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

The Company’s marketing strategy is to develop brand-specific plans and related promotional materials that drive consumer demand creation, fuel consumer obsession and 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’s brand marketing has an omni-channel, always-on approach and includes various means of delivery across digital, print and

radio, including advertising through event sponsorship, social networking sites, event sponsorships, in-store activation and sales and technical assistance.

The Company operates branded eCommerce sites that the Company believes are effective tools for marketing and selling 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.

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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 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 divested its ownership interests in the China joint venture entities effective January 1, 2024.

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

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The Company believes that its overall global manufacturing strategy provides the flexibility to properly balance the need for timely shipments, high quality products and competitive pricing.

The Company’s principal raw material is quality leather, which it purchases from a select group of domestic and foreign suppliers.

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

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.

Trademarks, Licenses and Patents

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

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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Talent Recruitment, Retention and Development :

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.

The Company's talent strategy is focused on attracting top talent and 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.

Our engaging recruitment marketing website tells a compelling story of opportunity and inclusion, and highlights the Company culture.

With a focus on modern recruitment systems and strategies we aim to provide a seamless transition for new employees.

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.

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.

Insights from these surveys are valuable to understanding employees' needs, which helps us develop strategies to maintain 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 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 benchmarks its benefits regularly and keeps abreast of current 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 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.

This program focuses on sharpening participants' business leadership capabilities needed to grow the Company's business 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.

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Diversity, Equity, and Inclusion:

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.

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.

Wolverine Worldwide is committed to creating a diverse and inclusive culture where everyone feels a sense of belonging and being valued, and to building a team that is representative of everywhere the Company's employees work, live, and do business.

The Company started this journey in 2020, focusing on creating a framework, establishing relationships, and working with expert outside partners to lay a foundation on which to build.

The Company's newly established internal DE&I office plans to continue and amplify the progress made to date to advance the Company's diversity, equity and inclusion goals.

The Company encourages individuals to support these goals, including through internal Employee Resource Groups that connect, celebrate, and support communities across the organization.

The Company offers employees a comprehensive diversity, equity, and inclusion learning program which includes learning about inclusive teams, inclusive leadership, and inclusive selection.

Health and Safety :

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The Environmental, Health, & Safety Council is composed of representatives from across the Company and coordinates health and safety matters on a real time basis.

The Company's focus on the health and safety of its workforce is also evidenced by the actions it has taken in response to the COVID-19 pandemic around the globe, including:

• Increasing employees' work from home flexibility;

• Adjusting attendance policies to encourage those who are sick to stay home;

• Increasing cleaning protocols.

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 .

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