What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-20 compared with 2024-02-22 · 239 added, 277 removed, 1174 unchanged (31% of the section changed)

9 unchanged sentences

Earnings Per Share 49

Goodwill and Other Intangibles 51

Goodwill and Other Intangible Assets 50

Accounts Receivable 51

11 unchanged sentences

Variable Interest Entities and Related Party Transactions

Assets and Liabilities Held for Sale 73

Subsequent Event 74

Divestitures and Assets and Liabilities Held for Sale 70

Reports of Independent Registered Public Accounting Firm (PCAOB ID:

13 unchanged sentences

Interest expense, net 42.7 63.5 47.3

Debt extinguishment and other costs — — 34.3

Other expense (income), net ( 3.3 ) 2.5 ( 2.8 )

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( 1.4 ) ( 0.5 ) 8.9

Curtailment gain, net of taxes of $ 0.3 in 2023

Other comprehensive income (loss) ( 8.8 ) ( 34.5 ) 31.7

Curtailment gain, net of taxes of $ 0.3

Settlement loss, net of taxes of $ 0.3

Other comprehensive loss ( 6.7 ) ( 8.8 ) ( 34.5 )

other comprehensive income (loss) attributable to noncontrolling interests ( 1.1 ) 0.5 ( 0.5 )

Other comprehensive income (loss) attributable to Wolverine World Wide, Inc.

Other comprehensive loss attributable to Wolverine World Wide, Inc.

( 5.6 ) ( 9.3 ) ( 34.0 )

71 unchanged sentences

Pension and SERP expense

Debt extinguishment — — 5.8

Impairment of long-lived assets 9.3 185.3 428.7

15 unchanged sentences

INVESTING ACTIVITIES

Business acquisition, net of cash acquired

— — ( 417.4 )

Additions to property, plant and equipment ( 20.2 ) ( 14.6 ) ( 36.5 )

Investment in joint ventures

Proceeds from sale of businesses, trademarks and long-lived assets 188.9 90.0 —

Proceeds from sale of businesses, intangible assets and other assets, net of cash disposed of 102.4 188.9 90.0

Proceeds from company-owned life insurance policy liquidations 7.9 — —

( 3.3 ) ( 2.7 ) 3.9

Net cash provided by (used in) investing activities 171.6 54.6 ( 437.3 )

Net cash provided by investing activities 86.8 171.6 54.6

FINANCING ACTIVITIES

2 unchanged sentences

Proceeds from company-owned life insurance policies 7.0 — 30.5

Borrowings of long-term debt

Payments on long-term debt

1 unchanged sentence

Payments of debt issuance and debt extinguishment costs

( 0.9 ) — ( 10.4 )

Cash dividends paid

1 unchanged sentence

Purchase of common stock for treasury

— ( 81.3 ) ( 39.6 )

Employee taxes paid under stock-based compensation plans

24 unchanged sentences

See accompanying notes to consolidated financial statements.

Cash and cash equivalents at the end of the year in the Consolidated Statements of Cash Flows includes $ 5.6 million and $ 4.0 million of cash and cash equivalents that are classified as held for sale as of December 30, 2023 and December 31, 2022, respectively, that are not included in cash and cash equivalents in the Consolidated Balance Sheets.

Cash and cash equivalents as of December 30, 2023 in the Consolidated Statements of Cash Flows includes $ 5.6 million of cash and cash equivalents that are classified as held for sale that are not included in cash and cash equivalents in the Consolidated Balance Sheets.

WOLVERINE WORLD WIDE, INC.

7 unchanged sentences

Balance at January 1, 2022 $ 111.6 $ 298.9 $ 1,128.2 $ ( 98.9 ) $ ( 810.2 ) $ 14.8 $ 644.4

Net earnings (loss) 68.6 ( 1.6 ) 67.0

Other comprehensive income 31.7 — 31.7

Shares forfeited, net of shares issued under stock incentive plans ( 431,180 shares)

Net loss ( 188.3 ) ( 0.8 ) ( 189.1 )

Other comprehensive loss ( 34.0 ) ( 0.5 ) ( 34.5 )

Shares issued, net of shares forfeited under stock incentive plans ( 495,502 shares)

0.5 ( 8.2 ) ( 7.7 )

Shares issued for stock options exercised, net ( 74,482 shares)

0.8 16.4 17.2

Stock-based compensation expense

4 unchanged sentences

( 81.3 ) ( 81.3 )

Purchases of shares under stock-based compensation plans ( 172,023 shares)

( 6.4 ) ( 6.4 )

Capital contribution from noncontrolling interests 7.0 7.0

Balance at January 1, 2022 $ 111.6 $ 298.9 $ 1,128.2 $ ( 98.9 ) $ ( 810.2 ) $ 14.8 $ 644.4

Net loss ( 188.3 ) ( 0.8 ) ( 189.1 )

Other comprehensive loss ( 34.0 ) ( 0.5 ) ( 34.5 )

Shares issues, net of shares forfeited under stock incentive plans ( 495,502 shares)

Other $ ( 2.1 ) $ ( 2.1 )

Balance at December 31, 2022 $ 112.2 $ 325.4 $ 907.2 $ ( 132.9 ) $ ( 891.3 ) $ 18.4 $ 339.0

Net earnings (loss) ( 39.6 ) 0.4 ( 39.2 )

Other comprehensive income (loss) ( 9.3 ) 0.5 ( 8.8 )

Shares issued, net of shares forfeited under stock incentive plans ( 745,662 shares)

0.8 ( 6.7 ) ( 5.9 )

4 unchanged sentences

Issuance of treasury shares ( 9,924 shares)

Purchase of common stock for treasury ( 3,815,164 shares)

( 0.1 ) 0.3 0.2

Capital contribution from noncontrolling interests 30.1 2.1 32.2

Other ( 2.1 ) ( 2.1 )

Balance at December 30, 2023 $ 113.0 $ 364.0 $ 834.8 $ ( 142.2 ) $ ( 891.0 ) $ 21.4 $ 300.0

9 unchanged sentences

Balance at December 30, 2023 $ 113.0 $ 364.0 $ 834.8 $ ( 142.2 ) $ ( 891.0 ) $ 21.4 $ 300.0

Net earnings (loss) ( 39.6 ) 0.4 ( 39.2 )

Other comprehensive income (loss) ( 9.3 ) 0.5 ( 8.8 )

Net earnings 47.9 3.6 51.5

Other comprehensive loss ( 5.6 ) ( 1.1 ) ( 6.7 )

Shares issued, net of shares forfeited under stock incentive plans ( 579,868 shares)

6 unchanged sentences

( 0.2 ) 0.2 —

Capital contribution from noncontrolling interests 30.1 2.1 32.2

Divestiture ( 14.7 ) ( 14.7 )

Balance at December 28, 2024 $ 113.7 $ 382.7 $ 849.5 $ ( 147.8 ) $ ( 890.8 ) $ 9.2 $ 316.5

13 unchanged sentences

The Company’s portfolio of owned and licensed brands includes:

Bates ® , Cat ® , Chaco ® , Harley-Davidson ® , Hush Puppies ® , HYTEST ® , Merrell ® , Saucony ® , Sperry ® , Stride Rite ® , Sweaty Betty ® and Wolverine ® .

Bates ® , Cat ® , Chaco ® , Harley-Davidson ® , Hush Puppies ® , HYTEST ® , Merrell ® , Saucony ® , Stride Rite ® , Sweaty Betty ® and Wolverine ® .

The Company’s products are marketed worldwide through owned operations, through licensing and distribution arrangements with third parties, and through joint ventures.

2 unchanged sentences

See Note 20 for further discussion.

In the third quarter of fiscal 2023, the Company entered into a multi-year licensing agreement of the Hush Puppies ® brand in the United States and Canada.

As part of this agreement, the Company agreed to sell inventory and provide certain transition services to the licensee.

In addition, the Company completed the sale of Hush Puppies ® trademarks, patents, copyrights, and domains in China, Hong Kong, and Macau in the third quarter of fiscal 2023.

The Company will continue to own the Hush Puppies ® brand throughout the rest of the world.

In the third quarter of fiscal 2023, the Company entered into a multi-year licensing agreement of the Hush Puppies ® brand in the United States and Canada and completed the sale of the Hush Puppies ® trademarks, patents, copyrights, and domains in China, Hong Kong, and Macau.

The Company continues to own the Hush Puppies ® brand throughout the rest of the world.

See Note 20 for further discussion.

Effective August 23, 2023, the Company completed the sale of the U.S.

performance leathers business and effective December 28, 2023, the Company completed the sale of the Asia-based performance leathers business.

Leathers business and effective December 28, 2023, the Company completed the sale of the Asia-based Leathers business.

See Note 20 for further discussion.

Effective January 1, 2024, the Company completed the sale of the Company’s equity interests in joint venture entities that sourced and marketed Merrell ® and Saucony ® footwear and apparel products in China.

See Note 20 for further discussion.

Effective January 10, 2024, the Company completed the sale of the Sperry ® business.

See Note 20 for further discussion.

Effective May 4, 2024, the Company entered into global multi-year licensing agreements of the Merrell ® and Saucony ® kids footwear and Merrell ® apparel and accessories.

Principles of Consolidation and Basis of Presentation

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Wholesale revenue is recognized for products sourced by the Company when control transfers to the customer generally occurring upon the shipment or delivery of branded products to the customer.

Direct-to-consumer includes eCommerce revenue that is recognized for products sourced by the Company when control transfers to the customer once the related goods have been shipped and retail store revenue is recognized at time of sale.

recognized at time of sale.

The shipment of goods, or point of purchase for retail store sales, was evaluated to best represent when control transfers based on the Company’s right of payment for the goods, the customer’s legal title to the asset, the transfer of physical possession and the customer having the risks and rewards of the goods.

Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.

Shipping and handling costs that are charged to and reimbursed by a customer are recognized as revenue, while the related

expenses incurred by the Company are recorded as cost of goods sold.

Shipping and handling costs that are charged to and reimbursed by a customer are recognized as revenue, while the related expenses incurred by the Company are recorded as cost of goods sold.

The Company has elected the practical expedient to treat shipping and handling activities that occur after control of the goods transfers to the customer as fulfillment activities.

1 unchanged sentence

Standard credit terms apply to the Company's wholesale receivables, while payment is rendered at the time of sale within the direct-to-consumer channel.

The timing of revenue recognition, billings and cash collections results in billed accounts receivable (contract assets), and customer advances (contract liabilities) on the consolidated balance sheets.

The timing of revenue recognition, billings and cash collections results in billed accounts receivable and customer advances (contract liabilities) on the consolidated balance sheets.

Generally, billing occurs commensurate to revenue recognition resulting in contract assets.

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Cost is determined using the FIFO method for all raw materials, work-in-process and finished product inventories in foreign countries and certain domestic finished product inventories.

The average cost of inventory is used for finished product inventories of the Company’s direct-to-consumer business and Sweaty Betty ® inventory.

The average cost of inventory is used for finished product inventories of the Company’s U.S.

retail store business inventory.

The Company has applied these inventory cost valuation methods consistently from year to year.

3 unchanged sentences

The adjustments would increase or decrease the Company’s cost of sales and net income in the period in which they were realized or recorded.

Inventory quantities are verified at various times throughout the year by performing physical inventory counts and subsequently comparing those results to perpetual inventory balances.

Inventory quantities are verified at various times throughout the year by performing physical inventory counts and subsequently comparing those results to perpetual inventory

If the Company determines that adjustments to the inventory quantities are appropriate, an adjustment to the Company’s cost of goods sold and inventory is recorded in the period in which such determination was made.

1 unchanged sentence

Property, plant and equipment are stated on the basis of cost and include expenditures for buildings, leasehold improvements, furniture and fixtures, material handling systems, equipment and computer hardware and software.

Normal repairs and

maintenance are expensed as incurred.

Normal repairs and maintenance are expensed as incurred.

Depreciation of property, plant and equipment is computed using the straight-line method.

26 unchanged sentences

Refer to Note 11 for further discussion regarding the Company's derivative arrangements and derivative accounting.

Equity Method Investments

Equity method investments where the Company owns a non-controlling interest, but exercises significant influence, are accounted for under the equity method of accounting.

The Company's original cost of investment is adjusted for the Company's share of equity in the earnings of the equity investee.

Goodwill and Other Intangibles

3 unchanged sentences

The Company reviews the carrying amounts of goodwill and indefinite-lived intangible assets by reporting unit at least annually, or when indicators of impairment are present, to determine if such assets may be impaired.

The Company includes assumptions such as a discount rate and expected future operating performance, which includes forecasted revenue growth, earnings before interest, taxes, depreciation and amortization ("EBITDA") margin and cost of capital, which are derived from internal projections and operating plans, as

part of a discounted cash flow analysis to estimate fair value.

The Company includes assumptions such as a discount rate and expected future operating performance, which includes forecasted revenue growth, earnings before interest, taxes, depreciation

and amortization ("EBITDA") margin and cost of capital, which are derived from internal projections and operating plans, as part of a discounted cash flow analysis to estimate fair value.

If the carrying value of these assets is not recoverable, based on the discounted cash flow analysis, management compares the fair value of the assets to the carrying value.

8 unchanged sentences

If such assets are considered to be impaired, the impairment amount to be recognized is the amount by which the carrying value of the assets exceeds their fair value.

The Company recorded $ 37.3 million in non-cash impairment charges on certain Corporate U.S.

office long-lived property, plant and equipment and right-of-use assets, primarily resulting from divestitures and consolidation of U.S.

offices, to adjust the carrying amount of the assets to estimated fair value.

In 2024, the Company incurred $ 6.1 million in non-cash impairment charges on the long-lived property, plant and equipment and lease right-of-use assets at the Company’s distribution center in Louisville, Kentucky to adjust the carrying amount of the assets to their estimated fair value.

The Louisville distribution center impairment charges were related to the Company’s transformation activities and actions to consolidate distribution operations.

The long-lived assets have no fair value after the Company stopped using the distribution center.

The Company incurred $ 3.2 million in 2024 and $ 37.3 million in 2023, respectively, in non-cash impairment charges on certain Corporate U.S., U.K.

and Canada office long-lived property, plant and equipment and right-of-use assets, to adjust the carrying amount of the assets to estimated fair value.

The impairment charges primarily resulted from divestiture activities and consolidation of corporate office space.

Fair value was estimated based on the discounted cash flows of estimated rental income from subleases net of estimated expenses.

The Company incurred $ 1.9 million in non-cash impairment charges on certain Sperry ® retail store assets where the estimated future cash flows did not support the net book value of the assets.

The following table provides details related to asset impairment charges recorded during 2023:

In 2023, the Company incurred $ 1.9 million in non-cash impairment charges on certain Sperry ® retail store assets where the estimated future cash flows did not support the net book value of the assets.

The following table provides details related to asset impairment charges recorded:

(In millions) December 28,

2024 December 30,

Lease right-of-use assets impairment $ 5.9 $ 28.6

4 unchanged sentences

Total impairment of long-lived assets $ 9.3 $ 185.3

(1) See Note 4 for information related to the Indefinite-lived trade name impairment recorded in fiscal 2023.

(2) See Note 20 for information related to the held for sale carrying value impairment and impairment of Sperry ® assets not sold recorded in fiscal 2023.

(1) See Note 4 for information related to the Indefinite-lived trade name impairment charge recorded in fiscal 2023.

(2) See Note 20 for information related to the held for sale carrying value impairment charge and impairment charge of Sperry ® assets not sold recorded in fiscal 2023.

Fair Value of Financial Instruments

The Company follows FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), which provides a consistent definition of fair value, focuses on exit price, prioritizes the use of market-based inputs over entity-specific inputs for measuring fair value and establishes a three-tier hierarchy for fair value measurements.

measuring fair value and establishes a three-tier hierarchy for fair value measurements.

ASC 820 requires fair value measurements to be classified and disclosed in one of the following three categories:

5 unchanged sentences

The costs are recorded on an undiscounted basis when they are probable and reasonably estimable, generally no later than the completion of feasibility studies, the Company’s commitment to a plan of action, or approval by regulatory agencies.

Liabilities for estimated costs of environmental remediation are based primarily upon third-party environmental studies, other internal analysis and the extent of the contamination and the nature of

required remedial actions at each site.

Liabilities for estimated costs of environmental remediation are based primarily upon third-party environmental studies, other internal analysis and the extent of the contamination and the nature of required remedial actions at each site.

The Company records adjustments to the estimated costs if there are changes in the scope of the required remediation activity, extent of contamination, governmental regulations or remediation technologies.

48 unchanged sentences

Standard Description Effect on the Financial Statements

ASU 2020-04, Reference Rate Reform (Topic 848);

Facilitation of the Effects of Reference Rate Reform on Financial Reporting (as amended by ASU 2021-01 and ASU 2022-06).

Provides practical expedients for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued.

The Company adopted ASU 2020-04 during the second quarter of 2023 on a prospective basis.

The Company amended its amended senior credit facility to use SOFR as an alternative to LIBOR.

The adoption of the ASU did not have a material effect on the consolidated financial statements.

The FASB has issued the following Accounting Standards Updates (“ASU”) that the Company has not yet adopted.

The following is a summary of the new standard and anticipated impact of adopting these new standards.

Standard Description Effect on the Financial Statements

ASU 2023-07, Improvements to Reportable Segment Disclosures Requires entities disclose on an annual and interim basis significant segment expense, including an amount and composition description for other segment items, and how reported measures of profit or loss are used by the chief operating decision maker in assessing segment performance and deciding how to allocate resources.

The ASU is effective on a retrospective basis for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company is evaluating the impact of the new standard on its Consolidated Financial Statements.

ASU 2023-09, Improvements to Income Tax Disclosures The ASU requires annual disclosures of prescribed standard categories for the components of the effective tax rate reconciliation, disclosure of income taxes paid disaggregated by jurisdiction, and other income-tax related disclosures.

The Company adopted ASU 2023-07 for the year-ended December 28, 2024 and applied it retrospectively to all prior periods presented.

Refer to Note 18, "Business Segments."

The FASB has issued the following ASUs that the Company has not yet adopted.

The following is a summary of the new standards and anticipated impact of adopting these new standards.

Standard Description Effect on the Financial Statements

ASU 2023-09, Improvements to Income Tax Disclosures Requires annual disclosures of prescribed standard categories for the components of the effective tax rate reconciliation, disclosure of income taxes paid disaggregated by jurisdiction, and other income-tax related disclosures.

The ASU is effective on a prospective basis, with retrospective application permitted, for fiscal years after December 15, 2024.

The Company is evaluating the impact of the new standard on its Consolidated Financial Statements.

ASU 2024-03, Disaggregation of Income Statement Expenses Requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement.

The ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted.

The amendments in ASU 2024-03 should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements.

The Company is evaluating the impact of the new standard on its Consolidated Financial Statements.

EARNINGS PER SHARE

8 unchanged sentences

80.0 79.4 79.7

Adjustment for unvested restricted common stock

Shares used to calculate basic earnings per share

79.4 79.7 82.3

Effect of dilutive share-based awards

Shares used to calculate diluted earnings per share

79.4 79.7 83.3

Net earnings (loss) per share:

4 unchanged sentences

The Company has designated 150,000 shares of preferred stock as Series A junior participating preferred stock and 500,000 shares of preferred stock as Series B junior participating preferred stock for possible future issuance.

The Company did not repurchase Company common stock in fiscal year 2023, The Company repurchased $ 81.3 million and $ 39.6 million of Company common stock in fiscal years 2022 and 2021, respectively, under stock repurchase plans.

The Company did not repurchase Company common stock in fiscal years 2024 or 2023.

The Company repurchased $ 81.3 million of Company common stock in fiscal year 2022 under stock repurchase plans.

In addition to the stock repurchase program activity, the Company acquired $ 2.6 million, $ 5.8 million and $ 7.7 million of Company common stock in fiscal years 2024, 2023 and 2022, respectively, in connection with employee transactions related to stock incentive plans.

On February 11, 2019, the Company's Board of Directors approved a common stock repurchase program that authorizes the repurchase of an additional $ 400.0 million of common stock over a four year period incremental to amounts remaining under the previous repurchase program.

The annual amount of stock repurchases is restricted under the terms of the Company's Senior Credit Facilities and senior notes indenture.

The common stock repurchase program expired on September 11, 2023.

On March 7, 2024, the Company's Board of Directors approved a common stock repurchase program that authorized the repurchase of $ 150.0 million of common stock over a three-year period.

GOODWILL AND OTHER INTANGIBLE ASSETS

3 unchanged sentences

Sale of a business (see Note 20) — ( 20.4 )

Impairment — ( 48.4 )

Reclassified to assets held for sale (1)

2 unchanged sentences

(1) Represents goodwill associated with the Sperry ® business classified as held for sale as of fiscal 2023, refer to Note 20.

Goodwill balances are net of accumulated impairment charges.

Accumulated impairment charges were $ 48.4 million as of December 28, 2024 and December 30, 2023, and are related to the Sweaty Betty ® reporting unit, which is part of the Active reportable segment.

The Company performs its annual testing for goodwill and indefinite-lived intangible asset impairment at the beginning of the fourth quarter of the fiscal year for all reporting units.

In the fourth quarter of 2022, after completion of the annual impairment testing, the Company recorded a $ 48.4 million impairment charge for Sweaty Betty ® goodwill.

The Company did not recognize

any impairment charges for goodwill during 2023 and 2021.

For the Sweaty Betty ® reporting unit included in the fiscal 2023 annual impairment test, the estimated fair value of the reporting unit exceeded the carrying value of by 5 %.

The Company did not recognize any impairment charges for goodwill and indefinite-lived intangible assets during 2024 and did not recognize any impairment charges for goodwill during 2023.

The Company’s indefinite-lived intangible assets, which comprise trade names and trademarks, totaled $ 173.0 million and $ 174.1 million as of December 28, 2024 and December 30, 2023, respectively.

2 unchanged sentences

The impairment charge was due to reductions in future cash flow assumptions mainly due to decreases in anticipated future performance and an increase in the discount rate used in the valuation.

In the fourth quarter of fiscal 2022, after the completion of the annual impairment testing, the Company recognized impairment charges of $ 191.0 million and $ 189.3 million to the Sperry ® and Sweaty Betty ® trade names, respectively.

The Sperry ® and Sweaty Betty ® trade names were valued using the income approach, specifically the multi-period excess earnings method.

The key assumptions used in the valuation being revenue growth, EBITDA margin, and the discount rate.

In the fourth quarter of fiscal 2022, after the c ompletion of the annual impairment testing, the Company recognized impairment charges of $ 191.0 million and $ 189.3 million to the Sperry ® and Sweaty Betty ® trade names, respectively.

For the Sweaty Betty ® reporting unit included in the fiscal 2024 annual impairment test, the estimated fair value of the reporting unit exceeded the carrying value by 3 %.

The Sweaty Betty ® trade name was valued using the income approach, specifically the multi-period excess earnings method.

The key assumptions used in the valuation were revenue growth, EBITDA margin, and the discount rate.

Although the Company believes the estimates and assumptions used in the valuation were appropriate, it is possible assumptions could change in future periods.

The risk of future impairment to the Sweaty Betty ® trade name and Sweaty Betty ® goodwill depend on key assumptions used in the determination of the trade name's and reporting unit's fair value, such as revenue growth, earnings before interest, taxes, depreciation and amortization margin, discount rate, and assumed tax rate, or if macroeconomic conditions deteriorate and adversely affect the values of the Company's Sweaty Betty ® trade name and the Sweaty Betty ® reporting unit.

A future impairment charge of the Sweaty Betty ® trade name and the Sweaty Betty ® reporting unit goodwill could have an adverse material effect on the Company's consolidated financial results The carrying value of the Company’s Sweaty Betty ® trade name indefinite-lived intangible asset and the Sweaty Betty ® reporting unit goodwill were $ 99.5 million and $ 53.0 million, respectively, as of December 30, 2023.

The risk of future impairment to the Sweaty Betty ® trade name and Sweaty Betty ® goodwill depend on assumptions used in the determination of the trade name's and reporting unit's fair value, such as revenue growth, EBITDA margin, taxes, depreciation and amortization margin, discount rate, and assumed tax rate, or if macroeconomic conditions deteriorate and adversely affect the values of the Company's Sweaty Betty ® trade name and the Sweaty Betty ® reporting unit.

A future impairment charge of the Sweaty Betty ® trade name and the Sweaty Betty ® reporting unit goodwill could have an adverse material effect on the Company's consolidated financial results The carrying values of the Company’s Sweaty Betty ® trade name indefinite-lived intangible asset and the Sweaty Betty ® reporting unit goodwill were $ 98.4 million and $ 52.4 million, respectively, as of December 28, 2024.

Amortizable intangible assets are amortized using the straight-line method over their estimated useful lives.

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The Company and certain of its subsidiaries sell, on a continuous basis without recourse, their trade receivables to Rockford ARS, LLC (“Rockford ARS”), a wholly-owned bankruptcy-remote subsidiary of the Company.

On December 7, 2022, Rockford ARS entered into a receivables purchase agreement (“RPA”) to sell up to $ 175.0 million of receivables to certain purchasers (the “Purchasers”) on a recurring basis in exchange for cash (referred to as “capital” in the RPA) equal to the gross receivables transferred.

On December 7, 2022, Rockford ARS entered into a receivables purchase agreement (“RPA”), which was subsequently amended on April 15, 2024, to sell up to $ 125.0 million of receivables to certain purchasers (the “Purchasers”) on a recurring basis in exchange for cash (referred to as “capital” in the RPA) equal to the gross receivables transferred.

The parties intend that the transfers of receivables to the Purchasers constitute purchases and sales of receivables.

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Subsequent collections on the pledged receivables, which have not been sold, will be classified as operating cash flows at the time of collection.

Total receivables sold under the RPA were $ 613.9 million and $ 218.2 million in fiscal years 2023 and 2022, and total cash collections under the RPA were $ 662.7 million and $ 75.5 million in fiscal years 2023 and 2022.

Total receivables sold under the RPA were $ 451.7 million and $ 613.9 million in fiscal years 2024 and 2023, respectively, and total cash collections under the RPA were $ 433.3 million and $ 662.7 million in fiscal years 2024 and 2023, respectively.

The fair value of the sold receivables approximated book value due to their credit quality and short-term nature, and as a result, no gain or loss on sale of receivables was recorded.

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The Company used the LIFO method to value inventories of $ 55.4 million and $ 88.8 million at December 28, 2024 and December 30, 2023, respectively.

During fiscal years 2023 and 2022, changes in the LIFO reserve increased cost of goods sold by $ 1.3 million and $ 3.0 million, respectively.

During fiscal years 2024 and 2023, changes in the LIFO reserve decreased cost of goods sold by $ 3.9 million and increased cost of goods sold $ 1.3 million, respectively.

If the FIFO method had been used, inventories would have been $ 8.5 million and $ 12.3 million higher than reported at December 28, 2024 and December 30, 2023, respectively.

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The Term Facility requires quarterly principal payments with a balloon payment due on October 21, 2026.

The scheduled principal payments due under the Term Facility over the next 12 months total $ 10.0 million as of December 30, 2023 and are recorded as current maturities of long-term debt on the consolidated balance sheets.

The scheduled principal payments due under the Term Facility over the next 12 month s total $ 10.0 million as of December 28, 2024 and are recorded as current maturities of long-term debt on the consolidated balance sheets.

In addition, the Company made payments towards the Term Facility in accordance with disposition proceeds language contained in the Credit Agreement.

The Revolving Facility allows the Company to borrow up to an aggregate amount of $ 1.0 billion.

The Revolving Facility allows the Company to borrow up to an aggregate amount of $ 800.0 million.

The Revolving Facility also includes a $ 100.0 million swingline subfacility and a $ 50.0 million letter of credit subfacility.

10 unchanged sentences

consummate asset sales, acquisitions or mergers;

prepay certain other indebtedness;

prepay certain other

indebtedness;

or make investments, as well as covenants restricting the activities of certain foreign subsidiaries of the Company that hold intellectual property related assets.

2 unchanged sentences

As of December 28, 2024, the Company was in compliance with all covenants and performance ratios under the Senior Credit Facilities.

On June 30, 2023, the Company entered into the Fourth Amendment (the “Fourth Amendment”) to its Credit Agreement, dated as of July 31, 2012.

The Fourth Amendment provided the Company with near-term financial flexibility by adjusting the maximum Consolidated Leverage Ratio allowed under the Credit Agreement through the end of fiscal 2023.

Financial covenant thresholds will revert to pre-existing levels in the first quarter of fiscal 2024.

On December 21, 2023, the Company entered into the fifth amendment (the "Fifth Amendment") to its Credit Agreement, dated as of July 31, 2012.

71 unchanged sentences

Foreign exchange hedge contract financial assets are recorded to prepaid expenses and other current assets and financial liabilities are recorded to other accrued liabilities on the consolidated balance sheets.

Interest rate swap financial assets are recorded to other assets and financial liabilities are recorded to other liabilities on the consolidated balance sheets.

Interest rate swap financial assets are recorded to other assets on the consolidated balance sheets.

STOCK-BASED COMPENSATION

The Company recognized stock-based compensation expense of $ 19.1 million, $ 15.2 million and $ 33.4 million and related income tax benefits of $ 3.7 million, $ 2.9 million and $ 6.5 million for grants under its stock-based compensation plans in the statements of operations for fiscal years 2024, 2023 and 2022, respectively.

As of December 30, 2023, the Company had 7,991,683 stock incentive units (stock options, stock appreciation rights, restricted stock, restricted stock units and common stock) available for issuance under the Stock Incentive Plan of 2016, as amended and restated ("Stock Plan").

As of December 28, 2024, the Company had 5,043,053 stock incentive units (stock options, stock appreciation rights, restricted stock, restricted stock units and common stock) available for issuance under the Stock Incentive Plan of 2024 ("Stock Plan").

Each stock option or stock appreciation right granted counts as 1.0 stock incentive unit.

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Forfeited ( 219,530 ) 30.05 ( 83,724 ) 27.31

Unvested at January 1, 2022 1,208,000 $ 33.62 764,415 $ 35.69

Unvested at December 31, 2022 1,516,478 $ 28.95 774,654 $ 34.14

Granted 1,678,585 13.66 686,294 14.82

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The total fair value of Restricted Awards vested during the year ended December 30, 2023 was $ 11.1 million.

As of January 1, 2022, there was $ 19.8 million of unrecognized compensation expense related to unvested Restricted Awards, which was expected to be recognized over a weighted-average period of 1.6 years.

The total fair value of Restricted Awards vested during the year ended January 1, 2022 was $ 34.8 million.

As of December 31, 2022, there was $ 19.4 million of unrecognized compensation expense related to unvested Restricted Awards, which was expected to be recognized over a weighted-average period of 1.6 years.

The total fair value of Restricted Awards vested during the year ended December 31, 2022 was $ 10.9 million.

As of December 28, 2024, there was $ 8.2 million of unrecognized compensation expense related to unvested Performance Awards, which is expected to be recognized over a weighted-average period of 1.7 years.

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The total fair value of Performance Aw ards vested during the year ended December 30, 2023 was $ 5.7 million.

As of January 1, 2022, there was $ 16.1 million of unrecognized compensation expense related to unvested Performance Awards, which was expected to be recognized over a weig hted-average period of 1.4 years.

The total fair value of Performance Awards vested during the year ended January 1, 2022 was $ 6.2 million.

As of December 31, 2022, there was $ 10.8 million of unrecognized compensation expense related to unvested Performance Awards, which was expected to be recognized over a weig hted-average period of 1.6 years.

The total fair value of Performance Awards vested during the year ended December 31, 2022 was $ 9.3 million.

Stock Options

The Company estimated the fair value of employee stock options on the date of grant using the Black-Scholes-Merton formula.

The estimated weighted-average fair value for each option granted was $ 8.46 and $ 11.14 per share for fiscal years 2022 and 2021, respectively.

The estimated weighted-average fair value for each option granted was $ 8.46 per share for fiscal year 2022.

A summary of the stock option transactions is as follows:

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Canceled ( 101,091 ) 22.57

Outstanding at January 1, 2022 2,488,812 $ 22.29 3.2 $ 16.7

Granted 20,171 25.19

Outstanding at December 31, 2022 2,333,410 $ 22.43 2.4 $ —

Exercised ( 6,042 ) 16.51

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The total pretax intrinsic value of stock options exercised during fiscal years 2024, 2023 and 2022 was $ 0.9 million, $ 0.0 million and $ 0.4 million, respectively.

There was no unrecognized compensation expense related to stock option grants as of December 30, 2023.

As of December 31, 2022 and January 1, 2022, there was $ 0.1 million and $ 0.2 million, respectively, of unrecognized compensation expense related to stock option awards expected to be recognized over a weighted-average period of 0.9 years and 1.3 years, respectively.

There was no unrecognized compensation expense related to stock option grants as of December 28, 2024 and as of December 30, 2023.

As of December 31, 2022, there was $ 0.1 million of unrecognized compensation expense related to stock option awards expected to be recognized over a weighted-average period of 0.9 years.

The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on the Company’s closing stock price as of each fiscal year end, which would have been received by the option holders had all option holders exercised options, where the market price o f the Company's stock was above the strike price ("in-the-money"), as of that date.

There were no in-the-money options exercisable as of December 30, 2023 and December 31, 2022.

As of December 28, 2024, 750,351 outstanding options were exercisable and in-the-money.

There were no in-the-money options exercisable as of December 30, 2023.

The Company’s closing stock price was $ 22.48 per share as of December 28, 2024 and $ 8.89 per share as of December 30, 2023.

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The Company has two defined contribution 401(k) plans covering substantially all domestic employees that provide for discretionary Company contributions based on the amount of participant deferrals.

The Company recognized expense for its

contributions to the defined contribution plans of $ 4.9 million, $ 5.6 million and $ 5.2 million in fiscal years 2023, 2022 and 2021, respectively.

The Company recognized expense for its contributions to the defined contribution plans of $ 4.0 million, $ 4.9 million and $ 5.6 million in fiscal years 2024, 2023 and 2022, respectively.

The Company also has certain defined contribution plans at foreign subsidiaries.

Contributions to these plans were $ 1.4 million, $ 1.6 million and $ 1.5 million in fiscal years 2024, 2023 and 2022, respectively.

The Company also has a benefit plan at a foreign location that provides for retirement benefits based on years of service.

The Company also has a benefit plan at a

foreign location that provides for retirement benefits based on years of service.

The obligation recorded under this plan was $ 0.1 million at December 28, 2024 and $ 0.6 million at December 30, 2023 and was recognized as a deferred compensation liability on the consolidated balance sheets.

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$ 262.7 $ 251.4

Actual return (loss) on plan assets 24.7 ( 58.7 )

Actual return on plan assets 1.2 24.7

Company contributions - SERP

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The accumulated benefit obligations for all defined benefit pension plans and the SERP were $ 294.0 million at December 28, 2024 and $ 334.7 million at December 30, 2023.

The increase in benefit obligation for fiscal 2023 was the result of actuarial losses caused by changes to the discount rate .

The decrease in benefit obligation for fiscal 2024 was the result of benefits paid to plan participants and actuarial gains caused by changes to the discount rate.

The actuarial loss included in accumulated other comprehensive loss and expected to be recognized in net periodic pension income during fiscal 2025 is $ 1.7 million.

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Curtailment — ( 1.0 ) —

Settlement 0.9 — —

Net pension expense $ 0.2 $ 0.7 $ 9.3

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Permanent adjustments related to employee share based compensation 2.2 4.2 1.6

Deferred tax on future cash dividends — ( 0.2 ) ( 0.9 )

Income tax audit adjustments — — 2.5

Permanent adjustment related to goodwill divested — 4.3 —

Deferred adjustment for income tax audit — — ( 1.2 )

Capital loss from sale of subsidiary ( 95.7 ) — —

Other Permanent adjustments and non-deductible expenses ( 1.2 ) ( 1.4 ) ( 0.3 )

Capital loss from sale of subsidiary and changes to capital loss 1.6 ( 95.7 ) —

Permanent adjustments and non-deductible expenses ( 0.1 ) ( 1.2 ) ( 1.4 )

Other ( 0.7 ) ( 1.2 ) 0.4

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Capital loss carryforwards 23.7 60.4

Book over tax depreciation and amortization 0.4 0.5

Tenant lease expenses 9.3 10.6

Environmental reserve 10.9 14.8

Intangible Assets 1.3 —

Other 9.3 10.0

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state and local net operating loss carryforwards as well as a valuation allowance against state deferred tax assets for certain U.S.

legal entities, foreign net operating loss carryforwards and tax credit carryforwards in foreign jurisdictions.

The valuation allowance for fiscal 2023 is also related to U.S.

federal capital loss carryforwards.

legal entities, U.S.

federal capital loss carryforwards, foreign net operating loss carryforwards and tax credit carryforwards in foreign jurisdictions.

The ultimate realization of the deferred tax assets depends on the generation of future taxable income in foreign jurisdictions as well as state and local tax jurisdictions, and capital gains in the U.S.

tax jurisdiction.

During 2023, the Company sold one of its foreign subsidiaries which generated a tax capital loss of $ 417.8 million on the divestiture of that entity's stock.

That tax capital loss was used to offset taxable gains related to the divestiture of various brand and non-core assets between 2022 and 2024 in the amount of $ 312.5 million.

The remaining capital loss of $ 105.3 million has no immediate use and therefore has a full valuation allowance resulting in an increase to the valuation allowance of $ 24.1 million as of December 30, 2023.

The current year change in the valuation allowance results in a decrease against the state deferred tax assets of $ 0.8 million, an increase related to state net operating loss carryforward of $ 2.3 million, and a net increase relating to the foreign net operating losses and foreign tax credits and other deferred tax assets of $ 3.3 million.

The current year change in the valuation allowance results in a decrease against the state deferred tax assets of $ 0.4 million, an increase related to state net operating loss carryforward of $ 3.9 million, a decrease related to U.S.

federal capital loss carryforward of $ 0.4 million, and a net decrease relating to the foreign net operating losses and foreign tax credits and other deferred tax assets of $ 2.5 million.

At December 28, 2024, the Company had foreign net operating loss carryforwards of $ 33.3 million, which have expirations ranging from 2025 to an unlimited term during which they are available to offset future foreign taxable income.

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The portion of the unrecognized tax benefits that, if recognized currently, would reduce the annual effective tax rate was $ 1.6 million and $ 2.6 million as of December 28, 2024 and December 30, 2023, respectively.

During 2023, the Company released $ 5.1 million of unrecognized tax benefits related to net operating losses that were deemed to be fully limited based on the completion of a separate return loss year analysis.

The release had no impact on the effective tax rate since the Company released both the deferred tax asset and contra deferred tax asset related to the net operating losses.

The Company recognizes interest and penalties related to unrecognized tax benefits through interest expense and income tax expense, respectively.

Interest accrued related to unrecognized tax benefits was $ 0.5 million and $ 0.5 million as of December 30, 2023 and December 31, 2022.

Interest accrued related to unrecognized tax benefits was $ 0.3 million and $ 0.5 million as of December 28, 2024 and December 30, 2023, respectively.

The Company is subject to periodic audits by domestic and foreign tax authorities.

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translation Derivatives Pension Total

Balance at January 1, 2022 $ ( 56.8 ) $ ( 8.9 ) $ ( 33.2 ) $ ( 98.9 )

Balance at December 31, 2022 $ ( 133.1 ) $ 1.9 $ ( 1.7 ) $ ( 132.9 )

Other comprehensive income (loss) before reclassifications (1)

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In the third quarter of 2023, based on the results of the impairment testing, the Company recognized impairment charges of $ 38.3 million to the Sperry ® trade name.

In the fourth quarter of 2022, after completion of the annual impairment testing, the Company recorded a $ 48.4 million impairment charge for Sweaty Betty ® goodwill.

The Company also recorded impairment charges of $ 191.0 million and

$ 189.3 million to the Sperry ® and Sweaty Betty ® trade names, respectively , in fiscal 2022.

Refer to Note 4, “Goodwill and Other Intangibles” for additional discussion on the Sperry ® goodwill impairment and the Sperry ® and Sweaty Betty ® trade name impairment.

Refer to Note 4, “Goodwill and Other Intangible Assets” for additional discussion on the Sperry ® trade name impairment .

Fair Value Disclosures

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On December 19, 2018, the Company filed a third-party complaint against 3M Company seeking, among other things, recovery of the Company’s remediation and other costs incurred in defense of the EGLE Action ("the 3M Action").

On June 20, 2019,

the 3M Company filed a counterclaim against the Company in response to the 3M Action, seeking, among other things, contractual and common law indemnity and contribution under CERCLA and Part 201 of NREPA.

On June 20, 2019, the 3M Company filed a counterclaim against the Company in response to the 3M Action, seeking, among other things, contractual and common law indemnity and contribution under CERCLA and Part 201 of NREPA.

On February 20, 2020, the Company and 3M Company entered into a settlement agreement resolving the 3M Action, under which 3M Company paid the Company a lump sum amount of $ 55.0 million during the first quarter of 2020.

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On October 28, 2019, the EPA and the Company entered into an Administrative Settlement and Order on Consent (“AOC”) that supersedes the Order and addresses the agreed-upon removal actions outlined in the Order.

The Company has completed the activities required by the AOC, and is awaiting the final review and determination from the EPA.

The Company has completed the activities required by the AOC.

The Company discusses its reserve for remediation costs in the environmental liabilities section below.

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3M Company has been named as a co-defendant in the individual lawsuits and consolidated putative class action lawsuit.

In addition, the current owner of a former landfill and gravel mining operation sued the Company seeking damages and cost recovery for property damage allegedly caused by the Company’s disposal of tannery waste containing PFAS (this suit collectively with the individual lawsuits and putative class action, the “Litigation Matters”).

The owner of another former landfill filed notice threatening suit and sent a demand letter to the Company seeking recovery for damages allegedly caused by the Company’s disposal of tannery waste containing PFAS (this notice, the former landfill and gravel mining suit and the individual lawsuits and putative class action, collectively, the “Litigation Matters”).

On January 11, 2022, the Company and 3M Company entered into a master settlement agreement with the law firm representing certain of the plaintiffs in the individual lawsuits included in the Litigation Matters, and each of these plaintiffs subsequently agreed to participate in the settlement.

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These plaintiffs’ lawsuits were dismissed with prejudice on June 14, 2022.

The last remaining individual action included in the Litigation Matters was dismissed without prejudice on June 24, 2022.

The last remaining individual action was dismissed without prejudice on June 24, 2022.

In addition, in September 2022, the parties to the putative class action filed a motion for preliminary approval of a proposed class action settlement seeking to resolve the putative class action plaintiffs’ claims.

1 unchanged sentence

The last remaining Litigation Matter, the lawsuit filed by the current owner of a former landfill and gravel mining operations, was pending in Michigan state court but has been administratively stayed by the Court.

There were no developments during fiscal year 2023 that required the Company to change the amount accrued for the Litigation Matters described above.

For certain of the Litigation Matters described above, and as a result of developments during the 2024 fiscal year, the Company increased its accrual by $ 6.0 million.

The Company made related payments of $ 1.0 million in connection with the Litigation Matters described above during fiscal year 2024.

As of December 30, 2023, the Company had recorded liabilities of $ 2.7 million for certain of the Litigation Matters described above which are recorded as other accrued liabilities in the consolidated balance sheets.

As of December 28, 2024, the Company had recorded liabilities of $ 10.1 million for certain of the Litigation Matters described above which are recorded as other accrued liabilities and other liabilities in the consolidated balance sheets.

In December 2018, the Company filed a lawsuit against certain of its historic liability insurers, seeking to compel them to provide a defense against the Litigation Matters on the Company's behalf and coverage for remediation efforts undertaken by, and indemnity provided by, the Company.

The Company recognized certain recoveries from legacy insurance policies in 2023 and 2022, and continues pursuing additional recoveries through the lawsuit.

Following the last recovery payment recieved, the lawsuit was dismissed in December 2024.

The Company recognized certain recoveries from legacy insurance policies in 2024 and 2023.

Other Litigation

1 unchanged sentence

Some of the legal proceedings include claims for compensatory as well as punitive damages.

items, individually and in the aggregate, are not expected to have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

While the final outcome of these matters cannot be predicted with certainty, considering, among other things, the meritorious legal defenses available to the Company and reserves for liabilities that the Company has recorded, along with applicable insurance, it is management’s opinion that the outcome of these items are not expected to have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

Environmental Liabilities

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BUSINESS SEGMENTS

The Company’s portfolio of brands are organized into the following reportable segments.

The Company’s portfolio of brands is organized into the following reportable segments.

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

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Sweaty Betty ® and the Active Group were evaluated and combined into one reportable segment because they meet the similar economic characteristics and qualitative aggregation criteria set forth in the relevant accounting guidance.

The Company's chief operating decision maker is the President and Chief Executive Officer.

The chief operating decision maker uses segment operating profit to assess the performance of and to allocate resources to each segment.

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

1 unchanged sentence

Other 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.

Prior to the fourth quarter of 2023, Sperry ® , Keds ® , and Hush Puppies ® financial results were reported in the Lifestyle Group.

The Lifestyle Group is no longer a reportable segment based upon how the Chief Operating Decision Maker, the Company's Chief Executive Officer, allocates resources to and assesses performance of the Company's operating segments.

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.

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The following is a summary of certain key financial measures for the respective fiscal periods indicated.

(In millions) 2023 2022 2021

Active Group $ 1,439.1 $ 1,570.2 $ 1,319.6

Work Group 480.6 590.5 548.8

Other 323.2 524.1 546.5

Total $ 2,242.9 $ 2,684.8 $ 2,414.9

Operating profit (loss):

Active Group $ 140.3 $ 198.4 $ 229.5

Work Group 58.1 102.5 103.8

Other 32.8 59.9 75.6

Corporate ( 299.4 ) ( 569.2 ) ( 253.2 )

Total $ ( 68.2 ) $ ( 208.4 ) $ 155.7

The significant expense categories and amounts align with the segment-level information that is regularly provided to the Company's chief operating decision maker.

(In millions) Active Group Work Group Other Corporate Total

Revenue $ 1,246.1 $ 455.3 $ 53.6 $ — $ 1,755.0

Cost of goods sold 674.4 295.8 13.2 ( 9.9 ) 973.5

Selling, general and administrative expenses 386.8 90.3 9.1 194.3 680.5

Operating income $ 184.9 $ 69.2 $ 31.3 $ ( 184.4 ) $ 101.0

Interest expense, net 42.7

Debt extinguishment and other costs — — 34.3

Other expense (income), net 2.5 ( 2.8 ) 3.7

Earnings (loss) before income taxes $ ( 134.2 ) $ ( 252.9 ) $ 80.3

(In millions) 2023 2022 2021

Other income, net ( 3.3 )

Earnings before income taxes $ 61.6

Depreciation and amortization expense:

Active Group $ 10.7 $ 8.1 $ 5.4

Work Group 0.4 0.3 0.3

Other 2.9 3.4 3.9

Corporate 21.1 22.8 23.6

Total $ 35.1 $ 34.6 $ 33.2

$ 6.7 $ 0.4 $ 1.9 $ 17.2 $ 26.2

Capital expenditures:

Active Group $ 9.7 $ 18.9 $ 5.0

Work Group 0.1 0.4 0.4

Other 0.1 5.2 1.8

Corporate 4.7 12.0 10.4

Total $ 14.6 $ 36.5 $ 17.6

(In millions) December 30,

2023 December 31,

$ 5.6 $ — $ 1.8 $ 12.8 $ 20.2

Total Assets:

Active Group $ 1,183.9 $ 1,331.5

Work Group 288.4 375.7

Other 250.8 573.4

Corporate 339.7 212.1

Total $ 2,062.8 $ 2,492.7

Active Group $ 317.7 $ 314.4

Work Group 60.3 59.6

Other 49.1 111.0

Total $ 427.1 $ 485.0

$ 1,011.6 $ 266.2 $ 79.4 $ 311.6 $ 1,668.8

$ 315.4 $ 60.2 $ 49.0 $ — $ 424.6

(In millions) Active Group Work Group Other Corporate Total

Revenue $ 1,439.1 $ 480.6 $ 323.2 $ — $ 2,242.9

Cost of goods sold 853.0 321.1 191.3 5.0 1,370.4

Selling, general and administrative expenses 445.8 101.4 99.1 294.4 940.7

Operating income $ 140.3 $ 58.1 $ 32.8 $ ( 299.4 ) $ ( 68.2 )

Interest expense, net 63.5

Other expense, net 2.5

Loss before income taxes $ ( 134.2 )

Depreciation and amortization expense:

$ 10.7 $ 0.4 $ 2.9 $ 21.1 $ 35.1

Capital expenditures:

$ 9.7 $ 0.1 $ 0.1 $ 4.7 $ 14.6

Total Assets:

$ 1,183.9 $ 288.4 $ 250.8 $ 339.7 $ 2,062.8

$ 317.7 $ 60.3 $ 49.1 $ — $ 427.1

(In millions) Active Group Work Group Other Corporate Total

Revenue $ 1,570.2 $ 590.5 $ 524.1 $ — $ 2,684.8

Cost of goods sold 899.1 383.9 314.2 17.2 1,614.4

Selling, general and administrative expenses 472.7 104.1 150.0 552.0 1,278.8

Segment operating profit $ 198.4 $ 102.5 $ 59.9 $ ( 569.2 ) $ ( 208.4 )

Interest expense, net 47.3

Other income, net ( 2.8 )

Loss before income taxes $ ( 252.9 )

Depreciation and amortization expense:

$ 8.1 $ 0.3 $ 3.4 $ 22.8 $ 34.6

Capital expenditures:

$ 18.9 $ 0.4 $ 5.2 $ 12.0 $ 36.5

Geographic dispersion of revenue from external customers, based on shipping destination is as follows:

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2024 December 30,

2022 January 1,

2023 December 31,

United States $ 117.6 $ 131.9 $ 222.3

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VARIABLE INTEREST ENTITIES AND RELATED PARTY TRANSACTIONS

On December 17, 2023, the Company entered into a purchase agreement to sell a 40 % ownership interest in Gemini Asia Saucony, LLC, which was established for the purpose of holding, licensing and managing the intellectual property rights associated with the Saucony ® brand in China, Hong Kong and Macau, to XMS Sports Co.

Limited for cash of $ 39.0 million.

Assets and Liabilities of Consolidated VIEs

The Company has joint ventures that source and market the Company’s footwear and apparel products in China.

Based upon the criteria set forth in FASB ASC 810, Consolidation , the Company has determined two of the consolidated joint ventures are variable interest entities (VIEs) of which the Company is the primary beneficiary and, as a result, the Company consolidates these VIEs.

The primary beneficiary determination is based on the relationship between the Company and the VIE, including contractual agreements between the Company and the VIE.

The Company has determined that two of the VIEs that are consolidated meet the criteria to be classified as held for sale as of year end 2023, refer to Note 20, "Divestitures and Assets and Liabilities Held for Sale" for additional discussion.

Specifically, the Company has the power to direct the activities that are considered most significant to the entities’ performance and the Company has the obligation to absorb losses and the right to receive benefits that are significant to the entities.

The other equity holder’s interests are reflected in “net earnings (loss) attributable to noncontrolling interests” in the Consolidated Statement of Operations and “Noncontrolling interest” in the Consolidated Balance Sheets.

Assets held by the VIEs are only available to settle obligations of the respective entities.

Holders of liabilities of these VIEs do not have recourse to the Company.

The Company had joint ventures, which were divested effective January 1, 2024, that sourced and marketed the Company’s footwear and apparel products in China.

Based upon the criteria set forth in FASB ASC 810, Consolidation , the Company had determined two of the consolidated joint ventures were variable interest entities (VIEs) of which the Company was the primary beneficiary and, as a result, the Company consolidated these VIEs.

The primary beneficiary determination was based on the relationship between the Company and the VIE, including contractual agreements between the Company and the VIE.

The Company had determined that two of the VIEs that were consolidated met the criteria to be classified as held for sale as of year end 2023.

Refer to Note 20, "Divestitures and Assets and Liabilities Held for Sale" for additional discussion.

Specifically, the Company had the power to direct the activities that were considered most significant to the entities’ performance and the Company had the obligation to absorb losses and the right to receive benefits that were significant to the entities.

The other equity holder’s interests were reflected in “net earnings (loss) attributable to noncontrolling interests” in the Consolidated Statement of Operations and “Noncontrolling interest” in the Consolidated Balance Sheets.

Assets held by the VIEs were only available to settle obligations of the respective entities.

Holders of liabilities of these VIEs did not have recourse to the Company.

The following is a summary of these VIE’s assets and liabilities included in the Company’s consolidated balance sheets.

(In millions) 2023

Cash $ — $ 5.8

Accounts receivable — 19.7

Inventory — 16.0

Other current assets — 2.4

Noncurrent assets — 0.8

Assets held for sale 51.6

Total assets 51.6 44.7

Current liabilities — 9.6

Noncurrent liabilities — 1.6

Liabilities held for sale 15.4

Total liabilities $ 15.4 $ 11.2

Nonconsolidated VIEs

The Company also has two joint ventures that are VIEs that are not consolidated as the Company does not have the power to direct the most significant activities that impact the VIEs' economic performance.

The two VIEs distribute footwear and apparel products in the Asia Pacific region.

The Company’s consolidated balance sheets in 2022 included $ 8.1 million in Other Assets related to VIEs for which the Company is not the primary beneficiary.

The Company has determined that the VIEs that are not consolidated meet the criteria to be classified as held for sale as of year-end fiscal 2023, refer to Note 20, "Divestitures and Assets and Liabilities Held for Sale" for additional discussion.

The Company also had two joint ventures, which were divested effective January 1, 2024, that were VIEs that were not consolidated as the Company did not have the power to direct the most significant activities that impact the VIEs' economic

The two VIEs distributed footwear and apparel products in the Asia Pacific region.

The Company had determined that the VIEs that were not consolidated met the criteria to be classified as held for sale as of year-end fiscal 2023.

Refer to Note 20, "Divestitures and Assets and Liabilities Held for Sale" for additional discussion.

Related Party Transactions

In the normal course of business, the Company enters into transactions with related party equity affiliates.

Related party transactions consist of the sale of goods, made at arm’s length, and other arrangements.

For the fiscal years ended December 30, 2023 and December 31, 2022 the Company recognized net sales to equity affiliates totaling $ 66.5 million and $ 35.5 million, respectively.

In the normal course of business, the Company entered into transactions with related party equity affiliates.

Related party transactions consisted of the sale of goods, made at arm’s length, and other arrangements.

For the fiscal year ended December 30, 2023 the Company recognized net sales to equity affiliates totaling $ 66.5 million.

For the fiscal year ended December 28, 2024, the Company did not recognize any sales to equity affiliates.

The following table summarizes related party transactions included in the consolidated balance sheets.

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Long term liabilities due to related parties 1.4

Long term assets due from related parties — 1.6

DIVESTITURES AND ASSETS AND LIABILITIES HELD FOR SALE

Sale-Leaseback of Courtland Drive Facility

On September 17, 2024, the Company completed a sale and leaseback transaction with an independent third party for the land, building and related fixed assets of the Company’s Courtland Drive facility located in Rockford, Michigan for a sale price of $ 10.5 million.

The independent third party leased back the facility to the Company under a seven-year lease agreement, which includes a five-year renewal option.

The transaction qualifies for sales recognition under the sale leaseback accounting requirements, and the Company recorded a gain of $ 8.5 million in the third quarter of 2024.

Divestiture of Sperry ® Business

On January 10, 2024, the Company entered into a Purchase Agreement with ABG Intermediate Holdings 2 LLC, an affiliate of Authentic Brands Group LLC.

(the "ABG Buyer"), pursuant to which the ABG Buyer agreed to purchase all of the outstanding equity of certain subsidiaries of the Company that own or hold for use intellectual property used by the Company exclusively in the footwear, apparel, and accessories business conducted by the Company under the Sperry ® brand.

In addition, on January 10, 2024 the Company entered into an Inventory Purchase Agreement with Aldo U.S.

Inc., an affiliate of the Aldo Group (the "Aldo Buyer"), pursuant to which the Aldo Buyer agreed to purchase certain inventory and other assets of the Sperry ® business, and to assume certain contracts of the Sperry ® business, including Sperry ® retail store leases.

The sale was effective January 10, 2024, in accordance with the terms and conditions of the Purchase Agreement.

The aggregate purchase price under these two purchase agreements was $97.4 million in cash.

As of December 30, 2023, the Company recognized an impairment charge of $ 95.0 million which included $ 6.0 million for disposal costs.

Also during fiscal 2023, the Company recorded an impairment charge of $ 11.0 million related to assets that will not convey as part of the Sperry ® sale transactions and are not expected to be used within the Company’s other businesses.

These charges are reported within the impairment of long-lived assets line on the consolidated statements of operations.

In determining the amount of the impairment loss for the assets of this transaction during the fourth quarter of 2023, the Company included $ 1.0 million of accumulated foreign currency translation gains, which were classified within accumulated other comprehensive income (“AOCI”).

The Company determined that the divestiture of the Sperry ® business did not represent a strategic shift that had or will have a major effect on the consolidated results of operations, and therefore results of this business were not classified as discontinued operations.

Divestiture of Merrell ® and Saucony ® China Joint Venture Entities

On December 17, 2023, the Company and Xtep entered into a Purchase Agreement pursuant to which Xtep agreed to purchase the Company’s equity interests in the Merrell and Saucony joint venture entities that sourced and marketed Merrell ® and Saucony ® footwear and apparel products in China (Saucony Brand Operations Ltd., Saucony Distribution Operations Ltd., Merrell Brand Operations Ltd.

and Merrell Distribution Operations Ltd.), transitioning the business from a joint venture model to a license and distribution rights model under which Xtep will exclusively carry out the development, marketing and distribution of footwear, apparel and accessories for the Saucony and Merrell brands in China.

The sale was effective January 1, 2024, in accordance with the terms and conditions of the Purchase Agreement and the purchase price was $ 22.0 million in cash.

As of December 30, 2023, the Company recognized an impairment charge of $ 1.8 million.

In determining the amount of the

impairment loss for the assets of this transaction during the fourth quarter of 2023, the Company included $ 0.8 million of accumulated foreign currency translation losses, which were classified within AOCI.

Divestiture of Asia-based Leathers Business

On December 14, 2023, the Company completed the sale of its Asia-based performance leathers business to Interhides Public Company Limited, a current materials vendor of the Company.

The Company received $ 8.2 million in cash for the sale.

The assets sold, which were included in the Other segment category, consist of $ 8.2 million in inventory.

Sale-Leaseback of Louisville Distribution Facility

On December 28, 2023, the Company completed a sale and leaseback transaction with an independent third party for the land, building and related fixed assets of the Company's distribution center located in Louisville, Kentucky for a sale price of $ 23.5 million.

The distribution center was leased back to the Company under a two-year lease agreement, which includes a one year renewal option.

The transaction qualifies for sales recognition under the sale leaseback accounting requirements and the Company recorded a gain of $ 12.6 million in the fourth quarter of 2023.

Divestiture of Hush Puppies ® intellectual property in China, Hong Kong, and Macau

On September 1, 2023, the Company entered into an asset purchase agreement to sell the Hush Puppies ® trademarks, patents, copyrights and domains in China, Hong Kong and Macau to its current sublicensee, Beijing Jiaman Dress Co., Ltd.

for cash of $ 58.8 million and recognized a gain on sale of $ 55.8 million in the third quarter of 2023.

The gain on sale is net of transaction related fees of $ 3.0 million.

The transaction closed on September 14, 2023.

The Company will continue to own the Hush Puppies ® brand throughout the rest of the world.

Divestiture of U.S.

Wolverine Leathers Business

On August 23, 2023, the Company completed the sale of its U.S.

Wolverine Leathers business to its long-time customer, New Balance.

The Company received $ 4.0 million in cash for the sale and recognized a gain on sale of $ 1.9 million.

The assets sold, which were included in the Other segment category, consist of $ 2.1 million in inventory.

Divestiture of Keds ® Business

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(the "Buyer") pursuant to which the Buyer agreed to purchase the global Keds ® business.

The sale was effective as of February 4, 2023, in accordance with the terms and conditions of the Asset Purchase Agreement.

The following table summarizes the net gain recognized in connection with the divestiture:

The sale was effective February 4, 2023, in accordance with the terms and conditions of the Asset Purchase Agreement.

The following table summarizes the net gain recognized in the first quarter of 2023 in connection with the divestiture:

(In millions)

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The Company determined that the divestiture of the Keds ® business did not represent a strategic shift that had or will have a major effect on the Consolidated Results of Operations, and therefore results were not classified as discontinued operations.

The proceeds from the sales were used to reduce outstanding borrowings under the Revolving Facility.

Divestiture of U.S.

Wolverine Leathers Business

On August 23, 2023, the Company completed the sale of its U.S.

performance leathers business to its long-time customer, New Balance.

The Company received $ 4.0 million in cash for the sale and recognized a gain on sale of $ 1.9 million.

The assets sold, which were included in the Other segment category, consist of $ 2.1 million in inventory.

Divestiture of Hush Puppies ® intellectual property in China, Hong Kong, and Macau

for cash of $ 58.8 million and recognized a gain on sale of $ 55.8 million.

The gain on sale is net of transaction related fees of $ 3.0 million.

The transaction closed on September 14, 2023.

The Company continues to own the Hush Puppies ® brand throughout the rest of the world.

Sale-Leaseback of Louisville Distribution Facility

On December 28, 2023, the Company completed a sale and leaseback transaction with an independent third party for the land, building and related fixed assets of its distribution center located in Louisville, Kentucky for a sale price of $ 23.5 million.

The distribution center was leased back to the Company via a two year lease agreement which includes a one year renewal option.

The transaction qualifies for sales recognition under the sale leaseback accounting requirements and the Company recorded a gain of $ 12.6 million.

Divestiture of Asia-based Leathers Business

On December 14, 2023, the Company completed the sale of its Asia-based performance leathers business to Interhides Public Company Limited, a current materials vendor of the Company.

The Company received $ 8.2 million in cash for the sale.

The assets sold, which were included in the Other segment category, consist of $ 8.2 million in inventory.

The proceeds from the sales were used to reduce outstanding revolver borrowings.

Assets and Liabilities Held for Sale

On January 10, 2024, the Company completed the sale of the global Sperry ® business and as of fiscal 2023 year-end, determined that the Sperry ® business met the criteria to be classified as held for sale.

The Company received gross proceeds of $ 97.4 million in cash, subject to customary purchase price adjustments .

The Company determined that the divestiture of the Sperry ® business does not represent a strategic shift that had or will have a major effect on the consolidated condensed results of operations, and therefore results of this business were not classified as discontinued operations.

Upon classification as held for sale, the Company compared the Sperry ® business' carrying value with its fair value, less costs to sell.

Based upon the selling price, the Company estimated implied losses in excess of the carrying value of the Sperry ® business' long-lived assets.

As a result, the Company recorded non-cash impairment charges totaling $ 95.0 million during fiscal 2023 to reduce the net carrying value of the Sperry ® business' long-lived assets to zero.

These charges are reported within the impairment of long-lived assets line on the consolidated statements of operations.

This write-down includes a $ 1.0 million loss related to currency translation adjustments in accumulated other comprehensive loss.

On December 17, 2023, the Company entered into an agreement to sell the Company’s equity interest in the Merrell and Saucony China joint venture entities to Xtep International Holdings Limited ("Xtep"), its joint venture partner.

On January 1, 2024, the Company completed the sale of and received cash of $ 22.0 million.

The Company has determined that the Merrell and Saucony China joint venture entities meet the criteria to be classified as held for sale as of year-end 2023, and therefore have reclassified the related assets and liabilities as held for sale on the Consolidated Balance Sheets.

The Company determined that the planned divestiture does not represent a strategic shift that had or will have a major effect on the consolidated condensed results of operations, and therefore results of this business were not classified as discontinued operations.

The Keds ® business and the performance leathers business met the criteria to be classified as held for sale as of year end 2022, and therefore reclassified the related assets and liabilities as held for sale on the Consolidated Balance Sheets as of year end 2022.

As noted above, the Company completed the sale of both the Keds ® business and performance leathers business in fiscal 2023.

The following is a summary of the major categories of assets and liabilities that have been classified as held for sale on the consolidated condensed balance sheets:

The Sperry ® business and the Merrell ® and Saucony ® China joint venture entities met the criteria to be classified as held for sale as of December 30, 2023, and therefore the Company reclassified the related assets and liabilities as held for sale on the consolidated balance sheets as of December 30, 2023.

The following is a summary of the major categories of assets and liabilities that have been classified as held for sale on the consolidated balance sheets:

(In millions) 2023

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Total liabilities held for sale $ 24.2

SUBSEQUENT EVENT

On January 10, 2024, the Company entered into a Purchase Agreement with ABG Intermediate Holdings 2 LLC, an affiliate of Authentic Brands Group LLC.

In addition, on January 10, 2024 the Company entered into an Inventory Purchase Agreement with Aldo U.S.

The aggregate purchase price under these two purchase agreements was approximately $ 97.4 million in cash, subject to customary purchase price adjustments .

On December 17, 2023, the Company and Xtep entered into a Purchase Agreement pursuant to which Xtep agreed to purchase the Company’s equity interest in the Merrell and Saucony joint venture entities (Saucony Brand Operations Ltd., Saucony Distribution Operations Ltd., Merrell Brand Operations Ltd.

The purchase price was approximately $ 22.0 million in cash, and the sale was effective January 1, 2024, in accordance with the terms and conditions of the Purchase Agreement.

Report of Independent Registered Public Accounting Firm

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We have audited the accompanying consolidated balance sheets of Wolverine World Wide, Inc.

and subsidiaries (the Company) as of December 30, 2023 and December 31, 2022, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows for each of the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 30, 2023 and December 31, 2022, and the results of its operations and its cash flows for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022, in conformity with U.S.

and subsidiaries (the Company) as of December 28, 2024 and December 30, 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows for each of the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 28, 2024 and December 30, 2023, and the results of its operations and its cash flows for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022, in conformity with U.S.

generally accepted accounting principles.

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Valuation of goodwill and indefinite-lived intangibles

Description of the Matter At December 30, 2023, the Company’s goodwill and indefinite-lived intangible assets were $427.1 million and $174.1 million, respectively.

During 2023, the Company recognized impairment charges of $38.3 million associated with its Sperry indefinite-lived intangible asset.

As discussed in Notes 1 and 4 of the consolidated financial statements, goodwill and indefinite-lived intangibles are tested for impairment at least annually.

Description of the Matter At December 28, 2024, the carrying values of the Company’s Sweaty Betty trade name indefinite-lived intangible asset and the Sweaty Betty reporting unit goodwill were $98.4 million and $52.4 million, respectively.

As discussed in Notes 1 and 4 to the consolidated financial statements, goodwill and indefinite-lived intangibles are tested for impairment at least annually.

The impairment test for goodwill consists of measuring the fair value of the reporting unit and comparing it to the reporting unit’s carrying amount.

The impairment test for indefinite-lived intangible assets consists of measuring the fair value of the asset and comparing it to the asset’s carrying amount.

Auditing management’s annual impairment tests for goodwill and indefinite-lived intangible assets was complex due to the significant estimation uncertainty required in determining the fair values of certain reporting units and the Sperry and Sweaty Betty trade names.

The significant assumptions used to estimate the fair values of certain reporting units and the Sperry and Sweaty Betty trade names included the forecasted revenue growth, EBITDA margin, and discount rate.

Auditing management’s annual impairment tests for goodwill and indefinite-lived intangible assets was complex due to the significant estimation uncertainty required in determining the fair values of the Sweaty Betty reporting unit and the Sweaty Betty trade name indefinite-lived intangible asset.

The significant assumptions used to estimate the fair values of the Sweaty Betty reporting unit and the Sweaty Betty trade name indefinite-lived intangible asset included the forecasted revenue growth, EBITDA margin, and discount rate.

These significant assumptions are forward-looking and could be affected by future economic and market conditions.

Changes in these assumptions could have a significant impact on the fair values of certain reporting units and the Sperry and Sweaty Betty trade names, the amount of any impairment charge, or both.

Changes in these assumptions could have a significant impact on the fair values of the Sweaty Betty reporting unit and the Sweaty Betty trade name indefinite-lived intangible asset, the amount of any impairment charge, or both.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over the impairment review process.

For example, we tested controls that address the risk of material misstatement relating to the valuation of certain reporting units and the Sperry and Sweaty Betty trade names, including management’s review of the significant assumptions described above and the completeness and accuracy of the data used to develop such estimates.

To test the estimated fair values of certain reporting units and the Sperry and Sweaty Betty trade names, our audit procedures included, among others, assessing the appropriateness of the valuation model used, evaluating the significant assumptions discussed above, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates.

For example, we tested controls that address the risk of material misstatement relating to the valuation of the Sweaty Betty reporting unit and the Sweaty Betty trade name indefinite-lived intangible asset, including management’s review of the significant assumptions described above and the completeness and accuracy of the data used to develop such estimates.

To test the estimated fair values of the Sweaty Betty reporting unit and the Sweaty Betty trade name indefinite-lived intangible asset, our audit procedures included, among others, assessing the appropriateness of the valuation model used, evaluating the significant assumptions discussed above, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates.

We compared the financial projections to current industry and economic trends and the historical accuracy of management’s estimates.

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and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 28, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 30, 2023 and December 31, 2022, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 22, 2024 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 28, 2024 and December 30, 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 20, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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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 8. Financial Statements and Supplementary Data