2022
ANNUAL
REPORT
* Please refer to page 6 of this Annual Report for the definitions of Constant Currency and Adjusted Diluted EPS and othernon-GAAP financial measures and the reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures.$2.685 B In Revenue, Constant Currency Growth of 14.1%*42% Growth of International Revenue$1.41 Adjusted Diluted EPS*2022 FINANCIAL HIGHLIGHTS LETTER TO SHAREHOLDERS
A YEAR OF GROWTH AND PRIORITIZATION
2022 FINANCIAL HIGHLIGHTS
I am pleased to be writing to you
at the conclusion of my first year
as President and Chief Executive
Officer of Wolverine Worldwide.
I joined the Company as President in the fall
of 2020, and I am more confident now than
ever in the untapped growth potential of our
powerful and diversified portfolio of world class
brands which operate in attractive categories,
deliver industry-leading product innovation, and
are supported by strong teams and centers of
excellence.
We made important progress in 2022 on our
strategic and financial objectives, despite
challenges across the economy and the industry
that quickly shifted the environment mid-way
through the year and impacted supply chains,
inventories, and financial performance. Most
importantly, we took critical strategic steps to
become a more disciplined and agile company
by simplifying our business, prioritizing areas of
investment and focus, and improving operational
efficiency. Agility is essential in any environment,
but especially important today and was reflected
in many of the actions we took to deliver results to
our shareholders in 2022 and set the Company up
for long-term success in 2023 and beyond.
I am proud to share the following 2022 highlights
with you, and touch on our strategic focus and
approach for 2023 as we work to fulfill our newly-
launched vision to “Build and grow high-energy
footwear, apparel and accessories brands that
inspire & empower consumers to explore and
enjoy their active lives.”
The Company grew revenue double digits in
2022 despite challenging market conditions,
with particular strength in several of our largest
brands and also our international operations. Total
revenue for the year was $2.685 billion, growing
11.2% compared to 2021 (14.1% on a constant
currency basis).
This performance was driven by our Active Group
with revenue of $1.570 billion, growing 19% year-
over-year. This group includes our largest brand,
Merrell, which delivered record revenue of $764
million that represented growth of 18% over 2021.
Saucony also delivered record revenue for the year
of $505 million, growing 6% over 2021. Our Work
Group delivered 2022 revenue of $591 million, solid
growth of 7.6% over 2021 led by our namesake
brand, Wolverine, which grew revenue by 9% to
$248 million.
The Company’s international business represents
42% of our total revenue, and 51% of our global
pairs of footwear sold. We saw strong growth
overseas in 2022, as our brands continue to
resonate well with consumers in key markets,
driving international revenue growth of 42%
year-over-year.
VISION
We build and grow high-energy footwear,
apparel and accessories brands that
inspire & empower consumers to explore
and enjoy their active lives
2022 ANNUAL REPORT
1
2022 STRATEGIC DRIVERS AND ACHIEVEMENTS
The Company launched a new vision and strategy
in 2022 to serve as our roadmap for sustained
growth, momentum, and value creation. This
strategy is anchored around four Guiding
Principles – Pursue Simplicity, Only Priorities,
Fanatically Brand Forward, and Inclusive & Inspired
by Each Other – and focuses on simplifying our
business and prioritizing our investments while
improving operational efficiency.
GUIDING PRINCIPLES
Pursue Simplicity
Actively build simplicity into
everything we do to make our
business and our people more
efficient, fast and responsive
Only Priorities
Make fewer, bigger bets against
our highest priority opportunities
in order to maximize our impact
Fanatically Brand Forward
The connection between our
brands and our consumers is the
most powerful asset we own. It is
all of our jobs to strengthen that
connection with everything we do
Inclusive & Inspired by Each Other
We are at our best when we reflect
our consumers and all of our
voices are welcomed and heard
Fueling Brand Growth
Fanatically brand forward means fueling the
growth of our portfolio of world-class brands,
including fostering product innovation and
engaging our consumers with powerful and
relevant storytelling. We continued to focus on this
in 2022, and our four largest brands maintained
leadership positions in their respective categories
through consistent delivery of new product
innovation in both proven franchise businesses as
well as new product introductions.
These efforts were met with significant recognition
in 2022, including Merrell being named Footwear
News’ Brand of the Year, Footwear Plus’ Outdoor
Brand of the Year, and one of Outside Magazine’s
Best Places to Work. Saucony received 36
product awards, a record for the brand, led by
three prestigious editor’s choice awards from
Runner’s World. In addition, Sperry was named
to Fast Company’s list of brands that matter and
its Duck Float boot made Oprah’s favorite things
list. Finally, Sweaty Betty won eight awards from
Women’s Running, spanning multiple product
categories and including awards for product
innovation and best consumer value.
Prioritizing Our Investments
To help prioritize our brand investments in 2022
and beyond, we reorganized the portfolio into the
Active, Work, and Lifestyle groups. This structure
aims to better leverage common product and
consumer categories, align with the Company’s
view of its global portfolio, and provide increased
transparency to stakeholders. It will also enable
brands with similar attributes to more easily
collaborate and share best practices, and unlock
the Company’s growth potential and ability to
prioritize resource allocation towards the groups
and brands with the biggest opportunities.
BRAND GROUPS
ACTIVE
WORK
LIFESTYLE
2
2022 ANNUAL REPORT Simplifying Our Portfolio
To reduce complexity in the buiness and further
prioritize investments towards our biggest growth
drivers, in the back half of 2022 we pursued the
sale of the Keds brand and the Wolverine Leathers
business. We successfully closed on the sale of
Keds early in 2023. These storied businesses have
been an important part of the Company for many
years, but we believe they can best reach their
potential under new ownership and selling them
will allow us to direct attention to the businesses
and brands that will drive the highest long-term
return for our shareholders.
Improving Efficiency
The Company established a new Profit
Improvement Office in 2022 to unlock savings
to support investments in our highest potential
brands under the new brand group structure
outlined above. The Profit Improvement Office
is intended to be permanent, and focused on
reducing costs and pursuing continuous process
improvement initiatives. Some of the critical
initiatives launched in 2022 include redesigning
our supply chain planning process, optimizing raw
material vendor management across the portfolio,
and simplifying the business to drive operating
efficiency.
2023 STRATEGIC FOCUS & PRIORITIES
Looking ahead to 2023, we are now a leaner and
more agile organization better positioned to
accelerate profit growth and invest behind our
core brands to enable them to realize their full
potential. Our priorities include fueling growth
across our Active Group – including further
investments in Merrell and Saucony’s lifestyle
businesses and expanding Sweaty Betty’s global
business – continuing our positive momentum
in the Work Group, and quickly addressing our
underperforming brands. At the same time, we will
Brendan L. Hoffman, President & Chief Executive Officer
focus on further increasing the efficiency of our
business model, stabilizing our supply chain, and
charting a return to a 12% operating margin.
IN CLOSING
Our 2022 success reflects the hard work and
effort of our incredible global team. Sustained
and profitable growth continues to be our primary
goal, and the leadership team remains incredibly
focused on executing the initiatives and activities
that will allow us to accelerate that growth. I
want to thank our team around the world for all
their hard work and agility over this past year
to navigate through volatile market conditions,
address short-term challenges, and build a solid
foundation for 2023 and beyond.
I would also like to thank Blake Krueger, our
Chairman of the Board and retired CEO, who
will retire as Chairman in May 2023, for 30 years
of passionate, dedicated service to Wolverine
Worldwide. Finally, on behalf of everyone at
Wolverine Worldwide, I would like to thank you,
our shareholders, for your continued support of
our Company.
Brendan L. Hoffman
President and Chief Executive Officer,
Wolverine Worldwide
3
2022 ANNUAL REPORT 2022 ANNUAL REPORT4 2022 ANNUAL REPORT
5
RECONCILIATION TO GAAP MEASURES
Reconciliation of Reported Revenue to Adjusted Revenue on a Constant Currency Basis* (Unaudited; in
millions)
GAAP Basis
2022
Foreign
Exchange
Impact
Constant
Currency
Basis 2022
GAAP Basis
2021
Constant
Currency
Growth
Reported
Growth
Revenue
$2,684.8
$70.0
$2,754.8
$2,414.9
14.1%
11.2%
Reconciliation of Reported Diluted EPS to Adjusted Diluted EPS on a Constant Currency Basis* (Unaudited)
GAAP Basis
Adjustments(1)
As Adjusted
Foreign
Exchange Impact
As Adjusted EPS
On A Constant
Basis
EPS - Fiscal 2022
($2.37)
$3.78
$1.41
$0.19
$1.60
EPS - Fiscal 2021
$0.81
$1.04
$1.85
1 2022 adjustments reflect non-cash impairment of the Sperry® trade name and the Sweaty Betty® trade name and goodwill,
reorganization costs, environmental and other related costs net of recoveries, costs associated with Sweaty Betty®
integration and receivables securitization transaction costs, partially offset by gain on the sale of the Champion trademark.
2021 adjustments reflect debt extinguishment costs, costs associated with the acquisition of Sweaty Betty®, environmental
and other related costs net of recoveries and non-cash impairment related to one of the Company’s joint ventures.
* To supplement the consolidated condensed financial statements presented in accordance with Generally Accepted Accounting
Principles (“GAAP”), the Company describes what certain financial measures would have been if costs associated with the
acquisition of the Sweaty Betty® brand, environmental and other related costs net of recoveries, and costs related to the COVID-
19 pandemic including air freight costs and debt extinguishment costs were excluded. The Company also describes what certain
financial measures would have been if the previously described financial measures also excluded the results of Sweaty Betty.
The Company believes these non-GAAP measures provide useful information to both management and investors by increasing
comparability to the prior period by adjusting for certain items that may not be indicative of core operating measures and to
better identify trends in the Company’s business. The adjusted financial results are used by management to, and allow investors
to, evaluate the operating performance of the Company on a comparable basis.
Management does not, nor should investors, consider such non-GAAP financial measures in isolation from, or as a substitution
for, financial information prepared in accordance with GAAP. Reconciliations of all non-GAAP measures included in this
document to the most directly comparable GAAP measures are found in the financial tables above.
2022 ANNUAL REPORT
6
EXECUTIVE MANAGEMENT
BOARD OF DIRECTORS
Brendan L. Hoffman
President & Chief Executive Officer
Amy Klimek
Executive Vice President, Global Human
Resources
Michael D. Stornant
Executive Vice President & Chief Financial
Officer
James D. Zwiers
Executive Vice President & President of Global
Operations Group
Anne Cavassa
Global President, Saucony
Katherine Cousins
President of the Lifestyle Group
David Gold
Senior Vice President, Strategy
Christopher E. Hufnagel
President of the Active Group
Tom Kennedy
President of the Work Group
Reggie Rasch
Senior Vice President, General Counsel and
Secretary
Dee Slater
CIO & Senior Vice President, Central Services
Isabel Soriano
President, International
* As previously disclosed, effective May 4, 2023, Mr.
Krueger will be retiring from the Board of Directors and
Mr. McCreight will be resigning in order to devote his full
time and attention to his role as Executive Chairman of
Lulu’s Fashion Lounge Holdings, Inc.
Blake W. Krueger*
Chairman of the Board; Retired CEO of
Wolverine World Wide, Inc.
Nicholas T. Long
Lead Director of the Board for Wolverine World
Wide, Inc.; Managing Partner Bridger Growth
Partners LLC
Stacia Andersen
Executive Vice President, Chief Customer
Officer of PetSmart LLC
Jodi Bricker
Chief Executive Officer of Quay Australia
Jeffrey M. Boromisa
Retired Executive Vice President of Kellogg
International, President of Latin America
William K. Gerber
Managing Director of Cabrillo Point Capital LLC
Brendan L. Hoffman
President & Chief Executive Officer of Wolverine
World Wide, Inc.
David T. Kollat
President and Chairman of 22, Inc.
Brenda J. Lauderback
Retired President of the Wholesale and Retail
Group of Nine West Group, Inc.
David W. McCreight*
Executive Chairman of Lulu’s Fashion Lounge
Holdings, Inc.
DeMonty Price
Retired President & Chief Operating, Service
and Values Officer of RH
Kathleen Wilson-Thompson
Retired Executive Vice President & Global Chief
Human Resources Officer of Walgreens Boots
Alliance Inc.
7
2022 ANNUAL REPORT FORWARD-LOOKING STATEMENTS
This Annual Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, including statements about our future operating results. All statements other than statements of historical or current facts
made in this Annual Report are forward-looking. We use words such as such as “anticipates,” “believes,” “estimates,” “expects,”
“forecasts,” “intends,” “is likely,” “plans,” “predicts,” “projects,” “should,” “will,” variations of such words and similar expressions to
identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently
uncertain. Actual results or outcomes could differ materially for a variety of reasons. Risks and uncertainties that could cause
our actual results to differ significantly from management’s expectations are described in our 2022 Annual Report on Form 10-K,
included herein. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as
a prediction of actual results. The forward-looking statements in this report speak only as of the date of the report. We do not
undertake an obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future
events or otherwise.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(cid:3810) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
or
(cid:3809) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from to
Commission file number 001-06024
WOLVERINE WORLD WIDE, INC.
(Exact name of registrant as specified in its charter)
Delaware
State or other jurisdiction of
incorporation or organization
Rockford
9341 Courtland Drive N.E.
,
(Address of principal executive offices)
Michigan
38-1185150
(I.R.S. Employer
Identification No.)
49351
(Zip Code)
Registrant’s telephone number, including area code (616) 866-5500
Title of each class
Common Stock, $1 Par Value
Securities registered pursuant to Section 12(b) of the Act:
Trading Symbol(s)
WWW
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:3810) No (cid:3809)
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:3809) No (cid:3810)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (cid:3810) No (cid:3809)
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes (cid:3810) No (cid:3809)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or
an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
(cid:3810)
(cid:3809)
Non-accelerated filer
(cid:3809)
Smaller reporting company
Emerging growth company
(cid:3809)
(cid:3809)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. (cid:3809)
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared
or issued its audit report. (cid:3810)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:3809) No (cid:3810)
The aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant based on the closing price on the New York Stock
Exchange on July 1, 2022, the last business day of the registrant’s most recently completed second fiscal quarter: $1,520,484,722. Number of shares
outstanding of the registrant’s Common Stock, $1 par value as of February 10, 2023: 78,933,602.
Portions of the definitive proxy statement for the registrant’s annual stockholders’ meeting expected to be held May 3, 2023 are incorporated by
reference into Part III of this report.
DOCUMENTS INCORPORATED BY REFERENCE
Table of Contents
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Supplemental Item.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Executive Officers of the Registrant
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
SIGNATURES
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Reserved
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits, Financial Statement Schedules
Form 10-K Summary
Appendix A: Financial Statement Schedule
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22
22
22
22
22
23
25
25
35
37
78
78
78
78
78
78
79
80
80
80
84
85
A-1
3
3
FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements,” which are statements relating to future, not past, events. In this context, forward-looking statements often
address management’s current beliefs, assumptions, expectations, estimates and projections about future business and financial performance, national, regional or
global political, economic and market conditions, and the Company itself. Such statements often contain words such as “anticipates,” “believes,” “estimates,”
“expects,” “forecasts,” “intends,” “is likely,” “plans,” “predicts,” “projects,” “should,” “will,” variations of such words, and similar expressions. Forward-looking
statements, by their nature, address matters that are, to varying degrees, uncertain. Uncertainties that could cause the Company’s performance to differ materially
from what is expressed in forward-looking statements include, but are not limited to, the following:
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changes in general economic conditions, employment rates, business conditions, interest rates, tax policies and other factors affecting consumer spending
in the markets and regions in which the Company’s products are sold;
the inability for any reason to effectively compete in global footwear, apparel and direct-to-consumer markets;
the inability to maintain positive brand images and anticipate, understand and respond to changing footwear and apparel trends and consumer preferences;
the inability to effectively manage inventory levels;
increases or changes in duties, tariffs, quotas or applicable assessments in countries of import and export;
foreign currency exchange rate fluctuations;
currency restrictions;
supply chain and capacity constraints, production disruptions, including reduction in operating hours, labor shortages, and facility closures resulting in
production delays at the Company’s manufacturers due to disruption from the effects of the COVID-19 pandemic, quality issues, price increases or other
risks associated with foreign sourcing;
the cost, including the effect of inflationary pressures and availability of raw materials, inventories, services and labor for contract manufacturers;
labor disruptions;
changes in relationships with, including the loss of, significant wholesale customers;
risks related to the significant investment in, and performance of, the Company’s direct-to-consumer operations;
risks related to expansion into new markets and complementary product categories as well as direct-to-consumer operations;
the impact of seasonality and unpredictable weather conditions;
the impact of changes in general economic conditions and/or the credit markets on the Company’s manufacturers, distributors, suppliers, joint venture
partners and wholesale customers;
changes in the Company’s effective tax rates;
failure of licensees or distributors to meet planned annual sales goals or to make timely payments to the Company;
the risks of doing business in developing countries and politically or economically volatile areas;
the ability to secure and protect owned intellectual property or use licensed intellectual property;
the impact of regulation, regulatory and legal proceedings and legal compliance risks, including compliance with federal, state and local laws and
regulations relating to the protection of the environment, environmental remediation and other related costs, and litigation or other legal proceedings
relating to the protection of the environment or environmental effects on human health;
risks of breach of the Company’s databases or other systems, or those of its vendors, which contain certain personal information, payment card data or
proprietary information, due to cyberattack or other similar events;
problems affecting the Company's supply chain and distribution system, including service interruptions at shipping and receiving ports;
strategic actions, including new initiatives and ventures, acquisitions and dispositions, and the Company’s success in integrating acquired businesses,
including Sweaty Betty , and implementing new initiatives and ventures;
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risks related to stockholder activism;
the potential effects of the COVID-19 pandemic or future health crises on the Company’s business, operations, financial results and liquidity;
the risk of impairment to goodwill and other intangibles;
the success of the Company’s restructuring and realignment initiatives undertaken from time to time; and
changes in future pension funding requirements and pension expenses.
These or other uncertainties could cause a material difference between an actual outcome and a forward-looking statement. The uncertainties included here are not
exhaustive and are described in more detail in Part I, Item 1A: “Risk Factors” of this Annual Report on Form 10-K. Given these risks and uncertainties, investors
should not place undue reliance on forward-looking statements as a prediction of actual results. The Company does not undertake an obligation to update, amend or
clarify forward-looking statements, whether as a result of new information, future events or otherwise. Any standards of measurement and performance made in
reference to our environmental, social, governance and other sustainability plans and goals are developing and based on assumptions, and no assurance can be
given that any such plan, initiative, projection, goal, commitment, expectation or prospect can or will be achieved.
4
PART I
Item 1. Business
General
Wolverine World Wide, Inc. (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. 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.
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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. The Company also markets Merrell and Wolverine brand apparel and
accessories and licenses some of its brands for use on non-footwear products, including Hush Puppies apparel, eyewear, watches, socks, handbags and
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plush toys; Wolverine eyewear and gloves; Saucony apparel and Sperry apparel. Cat is a registered trademark of Caterpillar Inc. and Harley-
Davidson is a registered trademark of H-D U.S.A., LLC.
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The Company’s products generally feature contemporary styling with proprietary technologies designed to provide maximum comfort and performance.
The Company believes that its primary competitive advantages are its well-recognized brand names, patented proprietary designs, diverse product offerings
and comfort technologies, wide range of distribution channels and diversified manufacturing and sourcing base. The Company combines quality materials
and skilled workmanship to produce footwear according to its specifications at both Company-owned and third-party manufacturing facilities. 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.
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• Active Group, consisting of Merrell footwear and apparel, Saucony footwear and apparel, Sweaty Betty activewear, and Chaco footwear;
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• Work Group, consisting of Wolverine footwear and apparel, Cat footwear, Bates uniform footwear, Harley-Davidson footwear and
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HYTEST safety footwear; and
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•
Lifestyle Group, consisting of Sperry footwear, Keds footwear, and Hush Puppies footwear and apparel.
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Kids' footwear offerings from Saucony , Sperry , Keds , Merrell , Hush Puppies and Cat are included with the applicable brand.
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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.
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The reportable segments are engaged in designing, manufacturing, sourcing, marketing, licensing and distributing branded footwear, apparel and
accessories. Revenue for the reportable segments includes revenue from the sale of branded footwear, apparel and accessories to third-party customers;
revenue from third-party distributors, licensees and joint ventures; and revenue from the Company’s direct-to-consumer businesses. The Company’s
reportable segments are determined based on how the Company internally reports and evaluates financial information used to make operating decisions.
The Company's reportable segments and related brands are described in more detail below.
1. Active Group
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Merrell : Merrell believes in sharing the simple power of being outside – no matter who you are, where you come from, who you love, or how
you move. With a persistent focus on innovation, thoughtful design and rigorous testing, Merrell has become a global leader in hiking footwear,
with a rapidly growing following in trail running and lifestyle. All of this is fueled by a desire to build a world where everyone can safely enjoy
the benefits of being outdoors. Merrell can be found across the globe, on Merrell.com, in key outdoor and sporting goods retail stores and in
Company owned Merrell stores.
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Saucony : Saucony is a purpose driven performance running brand with roots dating back to 1898. Saucony targets both elite and casual
runners through award winning design, innovation and performance technology. The brand is focused on meeting the functional biomechanical
needs of runners while delivering on their emotional style needs as well. Saucony innovations include Powerrun+, a cushioning technology
system; PWRFOAM midsole, PWRTRAC outsole, and FormFit, an adaptive fit system. Saucony offers five categories of performance footwear
products; Competition, Road, Trail, Train and Walking; as well as the Originals lifestyle footwear inspired by Saucony products of the 1970's to
2000's. Saucony also offers a complete line of performance running apparel and select lifestyle apparel pieces. Through Saucony's Run For
Good brand platform and charitable foundation, Saucony is strengthening connections with consumers and elevating the positioning of the brand.
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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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Sweaty Betty : Sweaty Betty is a global women’s activewear and lifestyle brand that has been on a mission to empower women through fitness
and beyond since 1998. Famous for its “bum-sculpting” leggings and innovative designs, Sweaty Betty fuses performance and style with
technical, high-performance fabrics and responsibly sourced materials. The brand services its loyal, fast-growing community worldwide through
SweatyBetty.com, complemented by retail locations across the United Kingdom, Europe and Asia and the world’s best luxury retailers, including
Selfridges, Harrods, Neiman Marcus and Nordstrom. Through the Sweaty Betty Foundation, the brand aims to give more girls access to activities
they love, helping the next generation get and stay active for life.
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Chaco : Chaco® has a rich, 30+ year history of creating footwear that’s “Fit For Adventure” of any kind, whether that’s exploring rivers, trails or
swerving city streets. Originating as an innovation in the whitewater rafting world, Chaco® now designs footwear for all walks of life in the
outdoor and lifestyle communities. The brand's mission is to help people find their way, providing access to new people, places, and experiences
that make them more confident in who they are and where they’re headed. That’s why Chaco® creates footwear that comes with all-terrain
versatility, a unique 360° fit, unmatched durability and signature LUVSEAT™ footbed arch support. The MyChacos custom sandal program
provides customers an opportunity to express their funky individuality, while the ReChaco program helps reduce their impact on the places they
explore by repairing used sandals. Chaco® products are distributed primarily through specialty footwear retailers, the Chaco® eCommerce site,
and other leading online and brick and mortar retailers.
2. Work Group
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Wolverine : For more than 135 years, Wolverine® has existed to support people who forge their own path: 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® 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 Footwear: Cat Footwear is driven by the belief that generations of builders, makers and creators can turn challenge into enduring
greatness. The Company is the exclusive global footwear licensee of Caterpillar Inc., and for over two decades, Cat Footwear has been living up
to the hardworking spirit of both the Caterpillar trademark and the millions of consumers who trust the brand. Cat Footwear originally created a
small collection of rugged work boots designed to provide workers with the comfort and durability that met the challenges of the worksite. Today,
Cat Footwear offers a wide range of footwear, including work boots and casual shoes for men, women and children, sold through a global
distribution network. CAT , CATERPILLAR, their respective logos, "Caterpillar Corporate Yellow", as well as corporate product identity used
herein, are registered trademarks of Caterpillar Inc.
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Bates : Bates Footwear is a leading supplier of tactical and uniform footwear for first responders, U.S. Military members and military members
of several foreign countries. Civilian uniform users include police officers, fire fighters, security and emergency medical services workers, and
others in light industrial occupations. Bates products are distributed through sporting goods chains, department stores, uniform specialty retailers,
catalog retailers and online retailers.
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Harley-Davidson Footwear: Pursuant to a license arrangement with the Harley-Davidson Motor Company, Inc., the Company has footwear
marketing and distribution rights for Harley-Davidson branded footwear. Harley-Davidson branded footwear products include motorcycle,
casual, fashion, work and western footwear for men, women and kids.
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®
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Harley-Davidson footwear is sold globally through a network of independent Harley-Davidson dealerships and other retail outlets. Harley-
Davidson is a registered trademark of H-D U.S.A., LLC.
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HYTEST Safety Footwear: 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.
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3. Lifestyle Group
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Sperry : Sperry was founded in 1935 by avid sailor, inventor and intrepid explorer Paul Sperry. The brand is fully rooted in the history of
American style and continues to craft the tools for life’s memorable experiences on, off and by the water. From the invention of the world's first
boat shoe, Sperry is a market leader in both boat shoes and wet weather boots, and has expanded its business into casuals and sneakers. The
brand is primarily distributed through Sperry.com and in Company owned Sperry retail stores, as well as leading premium and better lifestyle
retailers.
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Keds : For over 100 years, Keds has been making timeless, comfortable, accessible footwear for consumers to step out into the world their way.
Ever since the creation of the iconic Keds Champion "sneaker" back in 1916, Keds has held the belief that when we feel comfortable inside and
out, we can leap forward and make our marks on the world. This belief continues to inspire and drive us every day. Keds designs every product to
support everyone—to give them the versatility, comfort, and style they need to confidently live as their truest selves. Keds is focused on driving
unique marketing and product stories through Keds.com and distributing footwear at leading footwear retailers worldwide. 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.
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Hush Puppies : Launched in 1958, Hush Puppies has a history of bringing color and optimism to a boring, brown shoe category. Today, Hush
Puppies exists to inspire consumers to live life on the bright side. The Company believes that optimism is contagious and that by encouraging
positivity it can help shape a better world. Hush Puppies footwear is distributed through wholesale and licensed channels, and through
eCommerce sites. In addition, the Hush Puppies brand is licensed to third parties engaged in the manufacturing, marketing and distribution of
apparel, handbags, eyewear, socks, watches and plush toys sold around the world. Hush Puppies , with its basset hound icon, is one of the most
well-known and loved brands worldwide.
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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.
®
Wolverine Leathers Division: The Wolverine Leathers Division markets pigskin leather for use primarily in the footwear industry. The Company
believes pigskin leather offers superior performance and other advantages over cowhide leather. The Company’s waterproof and stain resistant
leathers are featured in some of the Company’s footwear lines and also sold to external footwear brands.
Sourcing Division: The sourcing division earns third-party commission revenue by providing consulting services related to product development,
production control, quality assurance, materials procurement, compliance and other services.
Multi-brand Direct-to-Consumer Division: The multi-brand direct-to-consumer division includes retail stores that sell footwear and apparel
from the Company's brand portfolio 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.
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Marketing
The Company’s marketing strategy is to develop brand-specific plans and related promotional materials that foster a consistent message for each of the
Company’s brands across the globe. Marketing campaigns and strategies vary by brand and are generally designed to target consumers in order to increase
awareness of, and affinity for, the Company’s brands. The Company’s marketing typically emphasizes compelling brand stories and brand recognition
associated with new and existing products, the performance, comfort and quality features and styles of our products within each of the Company’s brands,
as well as raising global brand relevance and awareness. The Company’s brand marketing has an omni-channel approach and
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includes various means of delivery, such as print and radio advertising, search engine optimization, social networking sites, event sponsorships, in-store
point-of-purchase displays, promotional materials and sales and technical assistance.
The Company operates branded eCommerce sites that the Company believes are effective marketing tools to consumers. The Company maintains an active
presence on a variety of global social media platforms, and the Company’s digital marketing seeks to create demand among new consumers as well as
connecting consumers to brand content and products.
In addition to the Company’s internal marketing efforts, each brand provides its third-party licensees and distributors with creative direction, brand images
and other materials to convey globally consistent brand messaging. The Company believes its brand names represent a competitive advantage, and the
Company, its licensees and its distributors make significant marketing investments to promote and enhance the market positions of its products and drive
brand awareness.
Domestic Sales and Distribution
The Company uses a variety of means to support sales to a variety of domestic distribution channels:
•
•
•
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The Company uses a dedicated sales force and customer service team, third party sales representatives and point-of-purchase materials to support
domestic sales.
The Company maintains core in-stock inventories to service department stores, national chains, specialty retailers, catalog retailers, independent
retailers, uniform outlets and its own direct-to-consumer business.
The Company uses volume direct programs to ship products to retail customers and to provide products at competitive prices to service major retail,
catalog, mass merchant and government customers.
The Company also operates brick and mortar retail stores and eCommerce sites.
International Operations and Global Licensing
The Company’s foreign-sourced revenue is generated from a combination of (i) sales of branded footwear and apparel through the Company’s owned
operations in Canada, the United Kingdom and certain countries in continental Europe and Asia-Pacific; (ii) revenue from third-party distributors for
certain markets and businesses; (iii) revenue from a network of third-party licensees; and (iv) revenue and income from joint ventures that market the
Company’s branded products in Mexico and China. The Company’s international owned operations are located in markets where the Company believes it
can gain a strategic advantage by directly controlling the sale of its products into retail accounts. 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 continues to develop its international network of third-party licensees and distributors to market its branded products. The Company assists
its licensees in designing products that are appropriate to each foreign market, yet consistent with global brand positioning. Pursuant to license or
distribution agreements, third-party licensees and distributors either purchase goods directly from the Company and authorized third-party manufacturers or
manufacture branded products themselves, consistent with Company standards. Distributors and licensees are responsible for independently marketing and
distributing the Company’s branded products in their respective territories, with product and marketing support from the Company.
Manufacturing and Sourcing
The Company directly controls the majority of the units of footwear and apparel sourced under the Company’s brand names. The Company’s licensees
directly control the balance. Substantially all of the units sourced by the Company are procured from numerous third-party manufacturers in the Asia
Pacific region. The Company maintains offices in the Asia Pacific region to develop and facilitate sourcing strategies. The Company has established
guidelines for each of its third-party manufacturers in order to monitor product quality, labor practices and financial viability. The Company has adopted
“Engagement Criteria for Partners and Sources,” a policy that requires the Company’s domestic and foreign manufacturers, licensees and distributors to use
ethical business standards, comply with all applicable health and safety laws and regulations, commit to use environmentally safe practices, treat employees
fairly with respect to wages, benefits and working conditions and not use child or prison labor. The Company’s third-party sourcing strategy allows the
Company to (i) benefit from lower manufacturing costs and state-of-the-art manufacturing facilities; (ii) source high quality raw materials from around the
world; and (iii) avoid capital expenditures necessary for additional owned factories. 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.
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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 has footwear marketing and distribution rights under the Cat® and Harley-Davidson® trademarks pursuant to license
arrangements with the respective trademark owners. The Cat® license was recently renewed and the license term runs through December 31, 2028 and the
Harley-Davidson® license term runs through December 31, 2023. Both licenses are subject to early termination for breach.
The Company believes that consumers identify its products by the Company’s trademarks and that its trademarks are valuable assets. The Company has a
policy of registering its primary trademarks and vigorously defending its trademarks against infringement or other threats whenever practicable. The
Company also holds many design and utility patents, copyrights and various other proprietary rights. The Company protects its proprietary rights under
applicable laws.
Seasonality
The Company experiences moderate fluctuations in sales volume during the year, as reflected in quarterly revenue. The Company expects current seasonal
sales patterns to continue in future years. The Company also experiences some fluctuation in its levels of working capital, typically reflecting an increase in
net working capital requirements near the end of the first and third fiscal quarters as the Company builds inventory to support peak shipping periods.
Historically, cash provided by operating activities is higher in the second half of the fiscal year due to collection of wholesale channel receivables and
higher direct-to-consumer sales during the holiday season. The Company meets its working capital requirements through internal operating cash flows and,
as needed, borrowings under its revolving credit facility, as discussed in more detail under the caption "Liquidity and Capital Resources" in Item 7:
"Management's Discussion and Analysis of Financial Condition and Results of Operations". The Company's working capital could also be impacted by
other events, including pandemics.
Competition
The Company markets its footwear and apparel lines in a highly competitive and fragmented environment. The Company competes with numerous
domestic and international footwear and apparel designers and marketers, some of whom are larger and have greater resources than the Company. Product
performance and quality, including technological improvements, product identity, competitive pricing, ability to control costs and ability to adapt to style
changes are all important elements of competition in the footwear and apparel markets served by the Company. The footwear and apparel industries are
subject to changes in consumer preferences. The Company strives to maintain its competitive position through promotions designed to increase brand
awareness, manufacturing and sourcing efficiencies, and the style, comfort and value of its products. Future sales by the Company will be affected by its
continued ability to sell its products at competitive prices and to meet shifts in consumer preferences.
Because of the lack of reliable published statistics, the Company is unable to state with certainty its competitive position in the overall footwear and apparel
industries. The non-athletic footwear and apparel markets are highly fragmented and no one company has a dominant market position.
Environmental Matters
The Company uses and generates certain substances and wastes that are regulated or may be deemed hazardous to the environment under certain federal,
state and local regulations. The Company works with foreign and domestic federal, state and local agencies from time to time to resolve cleanup issues at
various affected sites and other regulatory issues. Financial information regarding the Company’s environmental remediation activities is found in Note 17
to the Company's Consolidated Financial Statements.
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Human Capital Resources
Employee Profile: As of December 31, 2022, the Company had approximately 4,300 domestic and foreign production, office and sales employees. One of
the Company's Core Values is "Our People Are the Difference," and the Company works to maximize the engagement and contribution of its current
workforce and to attract the best talent available from outside the organization when needed.
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. We strive to hire
world class talent, while ensuring opportunities for growth and development for team members. We maintain an engaging modern recruitment marketing
website to tell the Company's compelling story of opportunity and inclusion. Development starts on day one with an enriching day one experience designed
to help employees start off on the right foot from the moment they begin their career with the Company. The Company strives to be one of the best places
to work.
The Company seeks to maximize engagement and contribution of team members and the Company stays connected with team members across many
experience touchpoints throughout the employee lifecycle, including a day one survey, a survey 90 days after they begin their career at the Company,
regular pulse and check in surveys, and exit surveys. Insights from these surveys have been especially valuable as the COVID-19 pandemic evolves to
understand employees' needs and to develop solutions to maintain a positive employee well-being. The Company's annual talent planning process provides
invaluable data to help retain top talent through career planning and leadership continuity by using that data to identify and mitigate succession gaps
through hiring and development.
The Company benchmarks its benefits regularly and keeps abreast of the most up-to-date and effective strategies in order to offer a comprehensive and
competitive compensation and benefits package that is specific to the 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. As we continue to evolve and transform, the continued development of leaders is critical to our future success. To enhance employees
career development, the Company offers a wide variety of virtual learning courses, instructor led classes, video libraries, and quick reference documents
and provides tuition reimbursement to help employees achieve higher education goals.
Diversity, Equity, and Inclusion: The Company'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.
Health and Safety: The health and safety of the Company's employees is one of its highest priorities. The Company has developed safety protocols to
enhance the health and safety of all employees. 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;
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• Adjusting attendance policies to encourage those who are sick to stay home; and
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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-
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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: General Counsel.
The Company also makes available on or through its website at www.wolverineworldwide.com/investor-relations, free of charge, the Company’s Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to those reports (along with certain other
Company filings with the Securities and Exchange Commission (“SEC”)), as soon as reasonably practicable after electronically filing such material with,
or furnishing it to, the SEC. These materials are also accessible on the SEC’s website at www.sec.gov.
Item 1A. Risk Factors
Business and Operational Risks
The Company’s operating results could be adversely affected if it is unable to maintain its brands’ positive images with consumers or anticipate,
understand and respond to changing footwear and apparel trends and consumer preferences.
Consumer preferences and, as a result, the popularity of particular designs and categories of footwear and apparel, generally change over time. The
Company’s success depends in part on its ability to maintain its brands’ positive images, and the ability to anticipate, understand and respond to changing
footwear and apparel trends and consumer preferences in a timely manner. The Company’s efforts to maintain and improve its competitive position by
monitoring and timely and appropriately responding to changes in consumer preferences, increasing brand awareness and enhancing the style, comfort and
perceived value of its products may not be successful. If the Company is unable to maintain or enhance the images of its brands or if it is unable to timely
and appropriately respond to new competition, changing consumer preferences and evolving footwear and apparel trends, consumers may consider its
brands’ images to be outdated and associate its brands with styles that are no longer popular, which would decrease demand for its products. Such failures
could result in loss of market share, reduced sales, excess inventory, trade name impairments, lower gross margin and other adverse impacts on the
Company’s operating results.
Significant capacity constraints, production disruptions, inventory management, quality issues, price increases and other risks associated with foreign
sourcing could increase the Company’s operating costs and adversely impact the Company’s business and reputation.
The Company currently sources a substantial majority of its products from third-party manufacturers in foreign countries, predominantly in the Asia Pacific
region. As is common in the footwear and apparel industry, the Company does not have long-term contracts with its third-party manufacturers. The
Company may experience difficulties with such manufacturers, including reductions in the availability of production capacity, failures to meet production
deadlines, inventory management, failure to make products that meet applicable quality standards, or increases in labor and other manufacturing costs. The
Company’s future results depend partly on its ability to maintain its relationships with third-party manufacturers.
Foreign manufacturing is subject to a number of risks, including work stoppages, transportation delays and interruptions, political instability, foreign
currency exchange rate fluctuations, changing economic conditions, expropriation, nationalization, the imposition of tariffs, import and export controls and
other non-tariff barriers and changes in governmental policies. Various factors could significantly interfere with the Company’s ability to source its
products, including adverse developments in trade or political relations with China or other countries where it sources its products, or a shift in these
countries' manufacturing capacities away from footwear and apparel to other industries. Other adverse developments, such as pandemics or other health
crises, could cause significant production and shipping delays. Any of these events could have an adverse effect on the Company’s business, results of
operations and financial position and, in particular, on the Company’s ability to meet customer demands and produce its products in a cost-effective
manner.
The Company’s ability to import products in a timely and cost-effective manner may also be affected by conditions at ports or issues that otherwise affect
transportation and warehousing providers, such as fluctuations in freight costs, port and shipping capacity, labor disputes or severe weather due to climate
change. These issues have in the past and may in the future delay importation of products or require the Company to locate alternative ports or warehousing
providers to avoid disruption to customers. These alternatives may not be available on short notice or could result in higher costs, which could have an
adverse impact on the Company’s business and financial condition.
Infectious disease outbreaks that are considered pandemics, such as the COVID-19 pandemic, have had and could continue to have a material adverse
effect on the company's business.
The Company's business could be adversely affected by infectious disease outbreaks, such as the COVID-19 pandemic. The COVID-19 pandemic has
negatively affected the global economy, disrupted consumer spending and global supply chains, and significantly increased the volatility and disruption of
financial markets both globally and in the U.S. These conditions following the onset of the COVID-19 pandemic led to a decline in discretionary spending
by consumers that had a negative
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effect on the Company's financial condition and results of operations in 2020. There can be no assurance that these conditions will not recur and negatively
affect the Company's financial condition and results of operations in future periods. The extent to which the COVID-19 pandemic, or other health crises
impacts the Company’s business, operations and financial results, including the duration and magnitude of such effects, will depend on numerous factors
outside of the Company's control, such as, the duration and scope of the pandemic or other health crisis and effectiveness of containment efforts; the
negative impact on global and regional economies and economic activity, including the duration and magnitude of its impact on unemployment rates,
consumer discretionary spending and levels of consumer confidence; and actions governments, businesses and individuals may take in response to the
pandemic or other health crisis. Potential impacts to the Company’s business can be materially adversely affected by several factors related to the COVID-
19 pandemic or another health crisis, including, but not limited to:
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The inability of employees, suppliers and other business providers to carry out tasks at ordinary levels of performance as a result of safety measures
taken to limit the spread of infectious disease outbreaks.
• Outbreaks requiring the closure of retail stores operated by the Company or the Company's wholesale customers;
• Decreased retail traffic resulting from social distancing measures, store closures, reduced operating hours, and/or changes in consumer behavior.
• Negative effects on consumer spending due to general macroeconomic conditions, decreased disposable income and increased unemployment.
• Wholesale and distributor customer order cancellations due to lower consumer demand.
• Decline in the performance or financial condition of the Company’s major wholesale customers as a result of retail store closures, bankruptcy or
liquidation.
Consumer demand for our products may be adversely impacted by economic conditions.
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• Disruption to the operations of the Company’s distribution centers and its third-party manufacturers because of facility closures, reductions in
operating hours, labor or material shortages, travel limitations or mass transit disruptions.
• Additional expenses related to mitigating the pandemic’s impact on regular operations.
•
Supply chain disruption effecting the Company's ability to receive and distribute goods as well as increases in supply chain costs. Disruptions in the
supply chain related to the COVID-19 pandemic have had an adverse effect and may continue to have an adverse effect on the Company's ability to
meet consumer demand and financial results.
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Increased cyber security risk due to the increase in the number of employees working remotely.
• Volatility in the availability and prices for commodities for raw materials used in the Company's products and related inflationary pressures.
The COVID-19 pandemic or another health crisis may also affect the Company's operating and financial results in a manner that is not presently known to
the Company or that the Company does not currently believe presents significant risks to its operations.
Labor disruptions could adversely affect the Company’s business.
The Company’s business depends on its ability to source and distribute products in a timely and cost-effective manner. Labor disputes at or that affect
independent factories where the Company’s goods are produced, shipping ports, tanneries, transportation carriers, retail stores or distribution centers create
significant risks for the Company’s business, particularly if these disputes result in work slowdowns, stoppages, lockouts, strikes or other disruptions. Any
such disruption may have an adverse effect on the Company’s business by potentially resulting in inventory shortages, delayed or canceled orders by
customers and unanticipated inventory accumulation, and may negatively impact the Company’s results of operations and financial position.
If the Company is unable to hire qualified persons for, or retain and continue to develop, its workforce, its results of operations could be adversely affected.
The future success of the Company also depends on its ability to attract and retain qualified personnel, including in its product, eCommerce, and leadership
teams. Competition for such personnel in the Company's industry is intense. If the Company fails to attract and retain such employees, it may not be
successful in developing and implementing its business strategies. The Company’s ability to hire and retain qualified personnel may be affected by a
number of factors, including: the ability to attract and motivate employees; the competition the Company faces from other companies in hiring and
retaining qualified personnel; and the Company’s ability to offer employees remote work opportunities. If the Company is unable to hire and retain
employees capable of performing at a high level, its business, including cash flows, results of operations, employee satisfaction, and reputation, could be
adversely affected.
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A significant reduction in wholesale customer purchases of the Company’s products, wholesale customers seeking more favorable terms or canceling
orders, or the failure of wholesale customers to pay for the Company’s products in a timely manner could adversely affect the Company’s business.
The Company’s financial success depends on its wholesale customers continuing to purchase its products. The Company does not typically have long-term
contracts with its wholesale customers. Sales to the Company’s wholesale customers are generally on an order-to-order basis and are subject to rights of
cancellation and rescheduling by the wholesale customers. In fiscal 2022, the Company experienced a higher rate of wholesale customer cancellatinos as
retail customers sought to manage higher inventory levels and supply chain disruption. Failure to fill wholesale customers’ orders in a timely manner could
harm the Company’s relationships with its wholesale customers. Furthermore, if any of the Company’s major wholesale customers experiences a significant
downturn in its business, or fails to remain committed to the Company’s products or brands, these wholesale customers may reduce or discontinue
purchases from the Company, which could have an adverse effect on the Company’s results of operations and financial position.
The Company sells its products to wholesale customers and extends credit based on an evaluation of each wholesale customer’s financial condition. The
financial difficulties of a wholesale customer could cause the Company to stop doing business with that wholesale customer or reduce its business with that
wholesale customer. The Company’s inability to collect from its wholesale customers or a cessation or reduction of sales to certain wholesale customers
because of credit concerns could have an adverse effect on the Company’s business, results of operations and financial position.
Retail consolidation could lead to fewer wholesale customers, wholesale customers seeking more favorable price, payment or other terms from the
Company and a decrease in the number of stores that carry the Company’s products. In addition, changes in the channels of distribution, such as the
continued growth of eCommerce and related competitive pressures, and the sale of private label products by major retailers, could have an adverse effect
on the Company’s results of operations and financial position.
The Company’s direct-to-consumer operations continue to require substantial investment and commitment of resources and are subject to numerous risks
and uncertainties.
The Company’s direct-to-consumer operations, including its brick and mortar locations as well as its eCommerce and mobile channels, require substantial
fixed investment in equipment and leasehold improvements, information systems, cyber-security infrastructure, inventory and personnel. The Company
also has substantial operating lease commitments for retail space. Due to the high fixed-cost structure associated with the Company’s brick and mortar
direct-to-consumer operations, a decline in sales or the closure or poor performance of individual or multiple stores could result in significant lease
termination costs, write-offs of equipment and leasehold improvements and employee-related costs. The success of its direct-to-consumer operations also
depends on the Company’s ability to identify and adapt to changes in consumer spending patterns and retail shopping preferences, including the shift from
brick and mortar to eCommerce and mobile channels, reductions in mall traffic and the Company’s ability to effectively develop its eCommerce and mobile
channels. The Company has made and will continue to make significant investments in building technologies and digital capabilities. As omni-channel
retailing continues to evolve, the Company’s customers are increasingly more likely to shop across multiple channels that work in tandem to meet their
needs. The Company’s failure to successfully respond to these factors could adversely affect the Company’s direct-to-consumer business, as well as limit
the Company's ability to successfully develop and expand the omni-channel experience for customers, damage its reputation and brands, and have an
adverse effect on the Company’s results of operations and financial position.
The Company’s reputation and competitive position depend on its third-party manufacturers, distributors, licensees and others complying with applicable
laws and ethical standards.
The Company cannot ensure that its independent contract manufacturers, third-party distributors, third-party licensees and others with which it does
business comply with all applicable laws and ethical standards relating to working conditions and other matters. If a party with which the Company does
business is found to have violated applicable laws or ethical standards, the Company could be subject to negative publicity that could damage its reputation,
negatively affect the value of its brands and subject the Company to legal risks.
In addition, the Company relies on its third-party licensees to help preserve the value of the Company’s brands. The Company’s attempts to protect its
brands through approval rights over design, production processes, quality, packaging, merchandising, distribution, advertising and promotion of its licensed
products may not be successful as the Company cannot completely control the use by its licensees of its licensed brands. The misuse of a brand by a
licensee could adversely affect the value of such brand.
13
Disruption of the Company’s eCommerce platform or other information technology systems could adversely affect the Company’s business.
The Company’s information technology systems, including its eCommerce platform, are critical to the operations of its business. Any future material
interruption, unauthorized access, impairment or loss of data integrity or malfunction of these systems could severely impact the Company’s business,
including delays in product fulfillment and reduced efficiency in operations. In addition, costs and potential problems and interruptions associated with the
implementation of new or upgraded systems, or with maintenance or adequate support of existing systems, could disrupt or reduce the efficiency of the
Company’s operations. Disruption to the Company’s information technology systems may be caused by natural disasters, accidents, power disruptions,
telecommunications failures, acts of terrorism or war, denial-of-service attacks, computer viruses, physical or electronic break-ins, or similar events or
disruptions. System redundancy may be ineffective or inadequate, and the Company’s disaster recovery planning may not be sufficient for all eventualities.
Such failures or disruptions could prevent access to the Company’s online services and preclude store transactions. System failures and disruptions could
also impede the manufacturing and shipping of products, transactions processing and financial reporting. Additionally, the Company may be adversely
affected if it is unable to improve, upgrade, maintain, and expand its technology systems.
If the Company encounters problems affecting its logistics and distribution systems, its ability to deliver its products to the market could be adversely
affected.
The Company relies on owned or independently operated distribution facilities to transport, warehouse and ship products to its customers. The Company’s
logistics and distribution systems include computer-controlled and automated equipment, which are subject to a number of risks related to computer system
upgrades, data accuracy, security or computer viruses, the proper operation of software and hardware, power interruptions or other system failures.
Substantially all of the Company’s products are distributed from a relatively small number of locations. These operations could be interrupted by
earthquakes, floods, fires or other natural disasters near its distribution centers or other events over which the Company has no control, such as pandemics.
The Company’s business interruption insurance may not adequately protect the Company from the adverse effects that could be caused by significant
disruptions affecting its distribution facilities, such as the long-term loss of customers or an erosion of brand image. In addition, the Company’s distribution
capacity depends upon the timely performance of services by third parties, including the transportation of products to and from the Company’s distribution
facilities. If the Company encounters problems affecting its distribution system, its results of operations and its ability to meet customer expectations,
manage inventory, complete sales and achieve operating efficiencies could be adversely affected.
The Company faces risks associated with its growth strategies including acquiring and disposing of businesses.
The Company has expanded its products and markets in part through strategic acquisitions, including the acquisition of the Sweaty Betty® brand in the third
quarter of fiscal 2021, and it may continue to do so in the future, depending on its ability to identify and successfully pursue suitable acquisition candidates.
Acquisitions involve numerous risks, including risks inherent in entering new markets in which the Company may not have prior experience; potential loss
of significant customers or key personnel of the acquired business; not obtaining the expected benefits of the acquisition on a timely basis or at all;
managing geographically-remote operations; and potential diversion of management’s attention from other aspects of the Company’s business operations.
Acquisitions may also cause the Company to incur debt or result in dilutive issuances of its equity securities, write-offs of goodwill and substantial
amortization expenses associated with other intangible assets. The Company may not be able to obtain financing for future acquisitions on favorable terms,
making any such acquisitions more expensive. Any such financing may have terms that restrict the Company’s operations. The Company may not be able
to successfully integrate the operations of any acquired businesses into its operations and achieve the expected benefits of any acquisitions. In addition, the
Company may not consummate a potential acquisition for a variety of reasons, but still incur material costs in connection with an acquisition that it cannot
recover. The failure to successfully integrate newly acquired businesses or achieve the expected benefits of strategic acquisitions in the future, or
consummate a potential acquisition after incurring material costs, could have an adverse effect on the Company’s business, results of operations and
financial position.
From time to time, the Company may seek to sell one or more businesses, or sell or license one or more brands. As part of the Company’s strategy to
ensure that it is investing in parts of its business that offer the greatest opportunities to achieve growth, the Company is currently seeking to sell its
Wolverine Leathers Division, and the Company on February 7, 2023 closed the sale of the Keds® business. These transactions may involve challenges and
risks. There can be no assurance that future divestitures will occur, or if a transaction does occur, there can be no assurance as to the potential value created
by the transaction. The process of exploring strategic alternatives or selling a business could cause uncertainty and negatively impact our ability to attract,
retain and motivate key employees. In addition, the Company expends costs and management resources to complete divestitures and manage post-closing
arrangements. Any failures or delays in completing divestitures could have an adverse effect on the Company’s financial results and ability to execute its
strategy.
14
The Company’s international operations may be affected by legal, regulatory, political and economic risks.
The Company’s ability to conduct business in new and existing international markets is subject to legal, regulatory, political and economic risks. These
include:
•
•
the burdens of complying with foreign laws and regulations, including trade and labor restrictions;
compliance with U.S. and other countries’ laws relating to foreign operations, including the U.S. Foreign Corrupt Practices Act (“FCPA”), which
prohibits U.S. companies from making improper payments to foreign officials for the purpose of obtaining or retaining business;
unexpected changes in regulatory requirements; and
new tariffs or other barriers in some international markets, including China.
•
•
The Company is also subject to general political and economic risks in connection with its international operations, including:
•
•
•
•
•
political instability, war and terrorist attacks;
differences in business culture;
different laws governing relationships with employees and business partners;
changes in diplomatic and trade relationships, including with China; and
general economic fluctuations in specific countries or markets.
The Company cannot predict whether quotas, duties, taxes, or other similar restrictions will be imposed by the U.S. or foreign countries upon the import or
export of the Company's products in the future, or what effect any of these actions would have, if any, on the Company’s business, financial condition or
results of operations. Changes in regulatory, geopolitical, social or economic policies and other factors may have an adverse effect on the Company’s
business in the future or may require the Company to exit a particular market or significantly modify the Company's current business practices.
Foreign currency exchange rate fluctuations could adversely impact the Company’s business.
Foreign currency exchange rate fluctuations affect the Company’s revenue and profitability. Changes in foreign currency exchange rates may impact the
Company’s financial results positively or negatively in any given period, which may make it difficult to compare the Company’s operating results from
different periods. Foreign currency exchange rate fluctuations may also adversely impact third parties that manufacture the Company’s products by
increasing their costs of production and raw materials and making such costs more difficult to finance, thereby raising prices for the Company, its
distributors and its licensees. The Company’s hedging strategy may not successfully mitigate the Company’s foreign currency exchange rate risk. For a
more detailed discussion of the risks related to foreign currency exchange rate fluctuations, see Item 7A: “Quantitative and Qualitative Disclosures About
Market Risk.”
In addition, the Company's foreign subsidiaries purchase products in U.S. dollars and the cost of those products will vary depending on the applicable
foreign currency exchange rate, which will impact the price charged to customers. The Company’s foreign distributors also purchase products in U.S.
dollars and sell in local currencies, which impacts the price to foreign consumers and in turn, impacts the amount of royalties paid to the Company in U.S.
dollars. When the U.S. dollar strengthens relative to foreign currencies, the Company's revenues and profits denominated in foreign currencies are reduced
when converted into U.S. dollars and the Company's margins may be negatively impacted by the increase in product costs. The Company may seek to
mitigate the negative impacts of foreign currency exchange rate fluctuations through price increases and further actions to reduce costs, but the Company
may not be able to fully offset the impact, if at all. The Company’s success depends, in part, on its ability to manage these various foreign currency impacts
as changes in the value of the U.S. dollar relative to other currencies could have an adverse effect on the Company’s business and results of operations.
The Company’s quarterly sales and earnings may fluctuate, and the Company or securities analysts may not accurately estimate the Company’s financial
results, which may result in volatility in, or a decline in, the Company's stock price. Decreases in the returns provided to our stockholders may ultimately
adversely affect our business, results of operations and financial condition.
The Company’s quarterly sales and earnings can vary due to a number of factors, many of which are beyond the Company’s control, including the
following:
•
•
In the wholesale business, sales of footwear depend on orders from major customers, who may change delivery schedules, change the mix of
products they order or cancel orders without penalty.
Changes to the Company's estimated annual tax rate which is based on projections of its domestic and international operating results for the year,
which the Company reviews and revises as necessary each quarter.
15
•
The Company's earnings are also sensitive to a number of factors that are beyond the Company’s control, including certain manufacturing and
transportation costs, changes in product sales mix, geographic sales trends, weather conditions, customer demand, consumer sentiment and
currency exchange rate fluctuations.
As a result of these specific and other general factors, the Company’s operating results will vary from quarter to quarter and the results for any particular
quarter may not be indicative of results for the full year. In addition, various securities analysts follow the Company’s financial results and issue reports.
These reports include information about the Company’s historical financial results as well as the analysts’ estimates of future performance. The analysts’
estimates are based upon their own opinions and are often different from the Company’s estimates or expectations. Any shortfall in sales or earnings from
the levels expected by investors or securities analysts could cause a decrease in the trading price of the Company’s common stock.
Decreases in the trading price of our stock may adversely affect the returns our stockholders realize from ownership of our stock. Such adverse effects, as
well as other factors, may cause stockholders to take actions to involve themselves in the strategic direction and governance of the Company, including
through private engagement, publicity campaigns, stockholder proposals and proxy contests. Responding to these actions can be costly and time-consuming
and could divert the attention of our board and senior management from managing our operations and pursuing our business strategies.
Changes in general economic conditions and other factors affecting consumer spending could adversely affect the Company’s sales, costs, operating results
or financial position.
The Company’s results of operations depend on factors affecting consumer disposable income and spending patterns. These factors include general
economic conditions, employment rates, business conditions, interest rates and tax policy in each of the markets and regions in which the Company or its
third-party distributors and licensees operates. Customers may defer or cancel purchases of the Company’s products due to uncertainty about global,
regional or local economic conditions, and how such conditions may impact them. Disposable income and consumer spending may decline due to inflation,
recessionary economic cycles, high interest rates on consumer or business borrowings, restricted credit availability, high levels of unemployment or
consumer debt, high tax rates, declines in consumer confidence or other factors. A decline in disposable income and consumer spending has adversely
affected demand for the Company’s products, and could further adversely affect demand and Company's results of operations.
The Company operates in competitive industries and markets.
The Company competes with a large number of wholesalers, and retailers of footwear and apparel, and direct-to-consumer footwear and apparel
companies. Many of the Company’s competitors have greater resources and larger customer and consumer bases, are able, or elect, to sell their products at
lower prices, or have greater financial, technical or marketing resources than the Company, particularly its competitors in the apparel and direct-to-
consumer businesses. The Company’s competitors may own or license brands with greater name recognition; implement more effective marketing
campaigns; adopt more aggressive pricing policies; make more attractive offers to potential employees, distribution partners and manufacturers; or respond
more quickly to changes in consumer preferences. The Company’s continued ability to sell its products at competitive prices and to meet shifts in consumer
preferences quickly will affect its future sales. If the Company is unable to respond effectively to competitive pressures, its results of operations and
financial position may be adversely affected.
Unseasonable or extreme weather conditions could adversely affect the Company’s results of operations.
The Company markets and sells footwear and apparel suited for specific seasons, such as sandals and flats for the summer season and boots for the winter
season. If the weather conditions for a particular season vary significantly from those typical for that season, such as an unusually cold and rainy summer or
an unusually warm and dry winter, consumer demand for seasonally appropriate products could be adversely affected. Lower demand for seasonally
appropriate products may result in excess inventory, forcing the Company to sell these products at significantly discounted prices, which would adversely
affect the Company’s results of operations. Conversely, if weather conditions permit the Company to sell seasonal products early in the season, this may
reduce inventory levels needed to meet customers’ needs later in that same season. Consequently, the Company’s results of operations are dependent on
future weather conditions and its ability to react to changes in weather conditions.
Extreme weather conditions can also adversely impact the Company’s business, results of operations and financial position. If extreme weather events
forced closures of, or disrupted operations at, distribution centers maintained by the Company or third parties, the Company could incur higher costs and
experience longer lead times to distribute its products on a timely basis to the Company’s retail stores, wholesale customers or eCommerce consumers. In
addition, consumer traffic may be reduced as a result of extreme weather conditions and a decrease in shopping traffic could have an adverse effect on the
Company’s results of operations and financial position.
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Changes in general economic conditions and/or the credit markets affecting the Company's distributors, suppliers and retailers could adversely affect the
Company’s results of operations and financial position.
Changes in general economic conditions and/or the credit markets could have an adverse impact on the Company’s future results of operations and
financial position. Negative trends in global economic conditions may adversely impact the Company's third-party distributors’, suppliers’ and retailers’
ability to meet their obligations to provide the Company with the materials and services it needs at the prices, terms or levels as such third-parties have
historically, which could adversely impact the Company’s ability to meet consumers’ demands and, in turn, the Company's results of operations and
financial position.
In addition, if the Company’s third-party distributors, suppliers and retailers are not able to obtain financing on favorable terms, or at all, they may delay or
cancel orders for the Company’s products or fail to meet their obligations to the Company in a timely manner, either of which could adversely impact the
Company’s sales, cash flow and operating results.
Global political and economic uncertainty could adversely impact the Company’s business.
The Company’s products are marketed in approximately 170 countries and territories, and the Company sources a substantial majority of its products from
foreign countries. Concerns regarding acts of terrorism or regional and international conflicts and concerns regarding public health threats, such as the
COVID-19 pandemic, have created and may in the future create significant global economic and political uncertainties that may have adverse effects on
consumer demand, acceptance of U.S. brands in international markets, foreign sourcing of products, shipping and transportation, product imports and
exports and the sale of products in foreign markets, any of which could adversely affect the Company’s ability to source, manufacture, distribute and sell its
products.
In addition, an economic downturn, whether actual or perceived, a further decrease in economic growth rates or an otherwise uncertain economic outlook
in markets in which the Company operates could have an adverse effect on the Company. The Company cannot predict the timing, strength or duration of
any economic slowdown or subsequent economic recovery, worldwide, in markets in which the Company operates, or in its industry.
The Company is also subject to risks related to doing business in developing countries and economically volatile areas. These risks include social, political
and economic instability; nationalization by local governmental authorities of the Company’s, its distributors’, or its licensees’ assets and operations;
slower payment of invoices; and restrictions on the Company’s ability to repatriate foreign currency or receive payment of amounts owed by third-party
distributors and licensees. In addition, commercial laws in these areas may not be well developed or consistently administered, and new unfavorable laws
may be retroactively applied. Any of these risks could have an adverse impact on the Company’s prospects and results of operations in these areas.
Financial Risks
The Company’s operating results depend on effectively managing inventory levels.
The Company’s ability to effectively manage its inventories and accurately forecast demand are important factors in its operations. Inventory shortages can
impede the Company’s ability to meet demand, adversely affect the timing of shipments to customers and, consequently, adversely affect business
relationships with retail customers, diminish brand loyalty and decrease sales.
Conversely, excess inventory can result in lower gross margins if the Company lowers prices in order to liquidate inventory. In addition, inventory may
become obsolete as a result of changes in consumer preferences over time. The Company’s business, results of operations and financial position could be
adversely affected if it is unable to effectively manage its inventory.
Increases or changes in duties, quotas, tariffs and other trade restrictions could adversely impact the Company’s sales and profitability.
All of the Company’s products manufactured overseas and imported into the U.S., Canada, the European Union and other countries are subject to customs
duties collected by customs authorities. The customs information submitted by the Company is routinely subject to review by customs authorities and any
such review might result in the assessment of additional duties or penalties. Additional U.S. or foreign customs duties, quotas, tariffs, anti-dumping duties,
safeguard measures, cargo restrictions, the loss of most favored nation trading status or other trade restrictions, including those due to changes in trade
relations between the U.S. and other countries, may be imposed on the importation of the Company’s products in the future. The imposition of such costs or
restrictions in countries where the Company operates, as well as in countries where its third-party distributors and licensees operate, could result in
increases in the cost of the Company’s products generally and adversely affect its sales and profitability.
17
Increases in the cost of raw materials, labor and services could adversely affect the Company’s results of operations.
The Company’s ability to competitively price its products depends on the prices of commodities, such as cotton, leather, rubber, petroleum, cattle, pigskin
hides, and other raw materials, used to make and transport its products, as well as the prices of equipment, labor, transportation and shipping, insurance and
health care. The cost of commodities, equipment, services and materials is subject to change based on availability and general economic and market
conditions that are difficult to predict. Various conditions, such as diseases affecting the availability of leather, affect the cost of the footwear marketed by
the Company. Increases in costs for commodities, equipment, services and materials used in production could have a negative impact on the Company’s
results of operations and financial position.
The Company purchases a majority of the pigskin hides used in its leathers operations from a single domestic source pursuant to short-term contracts. If
this source fails to continue to supply the Company with raw pigskin or supplies the Company with raw pigskin on less favorable terms, the Company’s
cost of raw materials for its leathers operations could increase and, as a result, have a negative impact on the Company’s results of operations and financial
position.
An increase in the Company’s effective tax rate or negative determinations by domestic or foreign tax authorities could have an adverse effect on the
Company’s results of operations and financial position.
A significant amount of the Company’s earnings are generated by its Canadian, European and Asia Pacific subsidiaries and, to a lesser extent, in
jurisdictions that are not subject to income tax. As a result, the Company’s income tax expense has historically differed from the tax computed at the U.S.
statutory income tax rate due to discrete items and because the Company did not provide for U.S. taxes on non-cash undistributed earnings that it intends to
permanently reinvest in foreign operations. The Company’s future effective tax rates could be unfavorably affected by a number of factors, including, but
not limited to, changes in the tax rates in jurisdictions in which the Company generates income; changes in, or in the interpretation of, tax rules and
regulations in the jurisdictions in which the Company does business; or decreases in the amount of earnings in countries with low statutory tax rates. An
increase in the Company’s effective tax rate could have an adverse effect on its results of operations and financial position.
In addition, the Company’s income tax returns are subject to examination by the Internal Revenue Service and other domestic and foreign tax authorities.
The Company regularly assesses the likelihood of outcomes resulting from these examinations to determine the adequacy of its provision for income taxes
and establishes reserves for potential adjustments that may result from these examinations. The final determination of any of these examinations could have
an adverse effect on the Company’s results of operations and financial position.
An impairment of goodwill or other intangibles could have an adverse impact to the Company’s results of operations.
The carrying value of goodwill represents the fair value of acquired businesses in excess of identifiable assets and liabilities as of the acquisition date. The
carrying value of other intangibles represents the fair value of trade names and other acquired intangibles as of the acquisition date. Goodwill and other
acquired intangibles expected to contribute indefinitely to the Company’s cash flows are not amortized but must be evaluated by the Company at least
annually for impairment. If the carrying amounts of one or more of these assets are not recoverable based upon discounted cash flow and market-approach
analyses, the carrying amounts of such assets are impaired by the estimated difference between the carrying value and estimated fair value. An impairment
charge could adversely affect the Company’s results of operations, such as the impairments recorded associated with the Sweaty Betty trade name and
®
goodwill in fiscal 2022 and the Sperry trade name in fiscal 2022 and 2020.
®
The Company’s current level of indebtedness could adversely affect the Company by decreasing business flexibility and increasing borrowing costs.
The Company’s current level of indebtedness could adversely affect the Company by decreasing its business flexibility and increasing its borrowing costs.
The Company has debt outstanding under a senior secured credit agreement (“Credit Agreement”) and senior notes. The Credit Agreement and the
indenture governing the senior notes contain customary restrictive covenants imposing operating and financial restrictions on the Company, including
restrictions that may limit the Company’s ability to engage in acts that may be in its long-term best interests. These covenants restrict the ability of the
Company and certain of its subsidiaries to, among other things: incur or guarantee indebtedness; incur liens; pay dividends or repurchase stock; enter into
transactions with affiliates; consummate asset sales, acquisitions or mergers; prepay certain other indebtedness; or make investments. In addition, the
restrictive covenants in the Credit Agreement require the Company to maintain specified financial ratios and satisfy other financial condition tests.
These restrictive covenants may limit the Company’s ability to finance future operations or capital needs or to engage in other business activities. The
Company’s ability to comply with any financial covenants could be materially affected by events beyond its control and the Company may be unable to
satisfy any such requirements. If the Company fails to comply with these covenants, it may need to seek waivers or amendments of such covenants, seek
alternative or additional sources of financing or
18
reduce its expenditures. The Company may be unable to obtain such waivers, amendments or alternative or additional financing on favorable terms or at
all.
Legal and Regulatory Risks
If the Company is unsuccessful in establishing and protecting its intellectual property, the value of its brands could be adversely affected.
The Company’s ability to remain competitive depends upon its continued ability to secure and protect trademarks, patents and other intellectual property
rights in the U.S. and internationally for all of the Company’s lines of business. The Company relies on a combination of trade secret, patent, trademark,
copyright and other laws, license agreements and other contractual provisions and technical measures to protect its intellectual property rights; however,
some countries’ laws do not protect intellectual property rights to the same extent U.S. laws do.
The Company’s business could be significantly harmed if it is not able to protect its intellectual property or if a court found it to be infringing on other
persons’ intellectual property rights. Any intellectual property lawsuits or threatened lawsuits in which the Company is involved, either as a plaintiff or as a
defendant, could cost the Company a significant amount of time and money and distract management’s attention from operating the Company’s business. If
the Company does not prevail on any intellectual property claims, then the Company may have to change its manufacturing processes, products or trade
names, any of which could reduce its profitability.
In addition, some of the Company’s branded footwear operations are operated pursuant to licensing agreements with third-party trademark owners. These
agreements are subject to early termination for breach. These agreements also expire by their terms and as the agreements expire, the Company may be
forced to stop selling the related products. Expiration or early termination by the licensor of any of these license agreements could have an adverse effect
on the Company’s business, results of operations and financial position.
Changes in employment laws and regulations and other related changes may lead to higher employment and pension costs for the Company.
Changes in employment laws and regulations in the countries and territories in which the Company operates and other factors could increase the
Company’s overall employment costs. The Company’s employment costs include costs relating to health care and retirement benefits, including U.S.-based
defined benefit pension plans. The annual cost of benefits can vary significantly depending on a number of factors, including changes in the assumed or
actual rate of return on pension plan assets, a change in the discount rate or mortality assumptions used to determine the annual service cost related to the
defined benefit plans, a change in the method or timing of meeting pension funding obligations and the rate of health care cost inflation. Increases in the
Company’s overall employment and pension costs could have an adverse effect on the Company’s business, results of operations and financial position.
Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to the Company’s environmental,
social and governance (“ESG”) practices may impose additional costs on the Company or expose it to new or additional risks.
Companies are facing increasing and frequently evolving scrutiny globally from customers, regulators, investors, employees and other stakeholders related
to their ESG practices and disclosure. Investor advocacy groups, investment funds and influential investors are also increasingly focused on these practices,
especially as they relate to the environment, health and safety, board and workforce diversity, labor conditions, human rights, and cybersecurity and data
privacy. Third parties have also developed proprietary ratings or analyses of companies based on certain ESG metrics. Increased ESG-related compliance
costs could result in increases to the Company’s overall operational costs. Failure to adapt to or comply with regulatory requirements or investor or other
stakeholder expectations and standards could negatively impact the Company’s reputation, ability to do business with certain partners, and stock price. New
government regulations could also result in new or more stringent forms of ESG oversight and expanding mandatory and voluntary reporting, diligence,
and disclosure. The Company’s ESG initiatives and goals may be based on standards for measuring progress that are still developing, internal controls and
processes that continue to evolve and assumptions that are subject to change in the future. As we report on our ESG initiatives or goals, we may be subject
to heightened reputational and operational risk and compliance costs related to these matters. Complying with increased regulations could increase the
Company’s costs and adversely impact results of operations. The Company’s inability or failure to meet, or the perceived failure to meet, such
stakeholders’ expectations, as well as adverse incidents, could negatively impact the Company’s stock price, results of operations, or reputation and
increase the cost of capital.
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The Company’s and its vendors’ databases containing personal information and payment card data of the Company’s customers, employees and other third
parties could be breached, which could subject the Company to adverse publicity, litigation, fines and expenses. If the Company is unable to comply with
bank and payment card industry standards, its operations could be adversely affected.
The protection of the Company’s customer, associate and Company data is critically important to the Company. The Company relies on its networks,
databases, systems and processes, as well as those of third parties such as vendors, to protect its proprietary information and information about its
customers, employees and vendors. The Company’s customers and associates have a high expectation that the Company will adequately safeguard and
protect their sensitive personal information. The Company's operations have become increasingly centralized and dependent upon automated information
technology processes. In addition, a portion of the Company’s business operations is conducted electronically, increasing the risk of attack or interception
that could cause loss or misuse of data, system failures or disruption of operations. If unauthorized parties gain access to these networks or databases, they
may be able to steal, publish, delete or modify the Company’s private and sensitive third-party or employee information. Improper activities by third
parties, exploitation of encryption technology, new data-hacking tools and discoveries and other events or developments may result in a future compromise
or breach of the Company’s networks, payment card terminals or other payment systems. In particular, the techniques used by criminals to obtain
unauthorized access to sensitive data change frequently and often are not recognized until launched against a target; accordingly, the Company may be
unable to anticipate these techniques or implement adequate preventative measures. Any failure to maintain the security of the Company’s customers’
sensitive information, or data belonging to it or its suppliers, could put it at a competitive disadvantage, result in deterioration of its customers’ confidence
in it, and subject it to potential litigation, liability, fines and penalties, resulting in a possible adverse impact on its financial condition and results of
operations. The Company's insurance coverage may be insufficient to cover all losses and would not remedy damage to the Company's reputation. In
addition, employees may intentionally or inadvertently cause data or security breaches that result in unauthorized release of personal or confidential
information. In such circumstances, the Company could be held liable to its customers, other parties or employees, be subject to regulatory or other actions
for breaching privacy laws or failing to adequately protect such information or respond to a breach. This could result in costly investigations and litigation,
civil or criminal penalties, operational changes and negative publicity that could adversely affect the Company’s reputation and its results of operations and
financial position. In addition, if the Company is unable to comply with bank and PCI security standards, it may be subject to fines, restrictions and
expulsion from card acceptance programs, which could adversely affect the Company’s direct-to-consumer operations.
The Company’s operations are subject to environmental and workplace safety laws and regulations, and costs or claims related to these requirements could
adversely affect the Company’s business.
The Company’s operations are subject to various federal, state and local laws and regulations relating to the protection of the environment, including those
governing the discharge of pollutants into the air, soil and water, the management and disposal of solid and hazardous materials and wastes, employee
exposure to hazards in the workplace, and the investigation and remediation of contamination resulting from releases of hazardous materials. Failure to
comply with legal requirements could result in, among other things, revocation of required licenses, administrative enforcement actions, fines and civil and
criminal liability. Various third parties have brought, and in the future could bring actions against the Company alleging health-related or other harm arising
from non-compliance. The Company may incur investigation, remediation or other costs related to releases of hazardous materials or other environmental
conditions at its currently or formerly owned or operated properties, regardless of whether such environmental conditions were created by the Company or
a third-party, such as a prior owner or tenant. The Company has incurred, and continues to incur, costs to address soil and groundwater contamination at
some locations. If such issues become more expensive to address, or if new issues arise, they could increase the Company’s expenses, generate negative
publicity, or otherwise adversely affect the Company.
The disruption, expense and potential liability associated with existing and future litigation against the Company could adversely affect its reputation,
financial position or results of operations.
The Company may be named as a defendant from time to time in lawsuits and regulatory actions relating to its business. For example, regulatory actions,
punitive class actions lawsuits and individual lawsuits have been filed against the Company alleging claims relating to property damage, remediation and
human health effects, among other claims, arising from the Company’s operations, including its handling, storage, treatment, transportation and/or disposal
of waste. These claims are discussed in more detail in Note 17 to the Company's Consolidated Financial Statements. Due to the inherent uncertainties of
litigation and regulatory proceedings, the Company cannot accurately predict the ultimate outcome of any such proceedings. An unfavorable outcome
could have an adverse impact on the Company’s business, results of operations and financial position. In addition, regardless of the outcome of any
litigation or regulatory proceedings, such proceedings are expensive and may require that the Company devote substantial resources and executive time to
the defense of such proceedings.
20
Provisions of Delaware law and the Company’s certificate of incorporation and bylaws could prevent or delay a change in control or change in
management that could be beneficial to the Company’s stockholders.
Provisions of the Delaware General Corporation Law, as well as the Company’s certificate of incorporation and bylaws, could discourage, delay or prevent
a merger, acquisition or other change in control of the Company that might benefit the Company's stockholders. These provisions are intended to provide
the Company’s Board of Directors with continuity and also serve to encourage negotiations between the Company’s Board of Directors and any potential
acquirer. Such provisions include a Board of Directors that is classified so that only one-third of directors stand for election each year. These provisions
could also discourage proxy contests and make it more difficult for stockholders to replace the majority of the Company's directors and take other corporate
actions that may be beneficial to the Company’s stockholders.
The Company’s marketing programs, eCommerce initiatives and use of consumer information are governed by an evolving set of laws, industry standards
and enforcement trends and unfavorable changes in those laws, standards or trends, or the Company’s failure to comply with existing or future laws, could
negatively impact the Company’s business and results of operations.
The Company collects, maintains and uses data provided to it through its online activities and other consumer interactions in its business. The Company’s
current and future marketing programs depend on its ability to collect, maintain and use this information, and its ability to do so is subject to certain
contractual restrictions in third party contracts as well as evolving international, federal and state laws, industry standards and enforcement trends. The
Company is subject to a broad array of applicable laws and other legal obligations relating to privacy, data protection and consumer protection, including
those relating to the use of data for marketing purposes. These requirements may be interpreted and applied in a manner that is inconsistent from one
jurisdiction to another, may conflict with other rules or may conflict with the Company’s practices. If the Company is not able to comply with any
applicable requirements, the Company's reputation could be negatively impacted and the Company may be subject to proceedings or actions against it by
governmental entities or others.
In addition, as data privacy and marketing laws change, the Company may incur additional costs to remain in compliance. If applicable data privacy and
marketing laws become more restrictive at the federal or state level, the Company’s compliance costs may increase, and the Company’s ability to
effectively engage customers via personalized marketing may decrease which could potentially impact growth.
Because the Company processes and transmits payment card information, the Company is subject to the Payment Card Industry (“PCI”) Data Security
Standard (the “Standard”), and card brand operating rules (“Card Rules”). The Standard is a comprehensive set of requirements for enhancing payment
account data security that was developed by the PCI Security Standards Council to help facilitate the broad adoption of consistent data security measures.
The Company is required by payment card network rules to comply with the Standard, and the Company’s failure to do so may result in fines or restrictions
on its ability to accept payment cards. Under certain circumstances specified in the payment card network rules, the Company may be required to submit to
periodic audits, self-assessments or other assessments of its compliance with the Standard. Such activities may reveal that the Company has failed to
comply with the Standard. If an audit, self-assessment or other test determines that the Company needs to take steps to remediate any deficiencies, the
Company may be required to undertake remediation efforts, which may be costly or could result in periods of time during which the Company cannot
accept payment cards. In addition, even if the Company complies with the Standard, there is no assurance that it will be protected from a security breach.
Further, changes in technology and processing procedures may result in changes in the Card Rules. Such changes may require the Company to make
significant investments in operating systems and technology that may impact business. Failure to keep up with changes in technology could impact growth
opportunities. Failure to comply with the Standard or Card Rules could result in losing certification under the PCI standards and an inability to process
payments.
The Company is also subject to U.S. and international data privacy and cybersecurity laws and regulations, which may impose fines and penalties for
noncompliance and may have an adverse effect on the Company's operations. For example, the General Data Protection Regulation ("GDPR"), which
applies in all European Union member states, introduced new data protection requirements in the European Union and substantial fines for breaches of the
data protection rules. GDPR increases our responsibility and potential liability in relation to personal data that we collect, process and transfer, and we have
put in place additional mechanisms designed to ensure compliance with the new data protection rules. Any failure to comply with these rules and related
national laws of European Union member states, could lead to government enforcement actions and significant penalties against us, and could adversely
affect our business, financial condition, cash flows and results of operations. In addition, the California Consumer Privacy Act (“CCPA”) limits how we
may collect and use personal data. The effects of the CCPA governs the Company's data processing practices and policies. Additionally, other states have
adopted, or are considering enacting, similar laws that may affect the Company's data processing practices and policies.
21
The Company operates in many different international markets and could be adversely affected by violations of the FCPA and similar worldwide anti-
corruption laws.
The FCPA and similar worldwide anti-corruption laws generally prohibit companies and their intermediaries from making improper payments to non-U.S.
officials for the purpose of obtaining or retaining business. The Company’s internal policies mandate compliance with these anti-corruption laws. Despite
training and compliance programs, the Company's internal control policies and procedures may not protect it from reckless or criminal acts committed by
its employees or agents.
The Company’s continued expansion internationally, including in developing countries, could increase the risk of FCPA violations in the future. Violations
of these laws, or allegations of such violations, could disrupt the Company’s business and result in an adverse effect on the results of operations or financial
condition.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The Company operates its domestic administration, sales and marketing operations primarily from an owned facility of approximately 307,000 square feet
in Rockford, Michigan, as well as leased facilities of approximately 102,000 square feet in Waltham, Massachusetts and 80,000 square feet in the United
Kingdom. The Company operates its distribution operations primarily through a leased distribution facility of approximately 720,000 square feet in
Beaumont, California; an owned distribution facility of approximately 520,000 square feet in Louisville, Kentucky; a leased distribution center of
approximately 468,000 square feet in Howard City, Michigan; a leased distribution center of approximately 242,000 square feet in Ontario, Canada and a
leased distribution center of approximately 125,000 square feet in Heerhugowaard, Netherlands.
The Company also leases or owns offices, showrooms and other facilities throughout the U.S., Canada, the United Kingdom, continental Europe, Hong
Kong and China to meet its operational requirements. In addition, the Company operates 154 retail stores primarily through leases with various third-party
landlords in the U.S., United Kingdom, and Canada that collectively occupy approximately 350,000 square feet. The Company believes that its current
facilities are suitable and adequate to meet its current needs.
Item 3. Legal Proceedings
The Company is involved in litigation and various legal matters arising in the normal course of business, including certain environmental compliance
activities. For a discussion of legal matters, see Note 17 to the Company's Consolidated Financial Statements.
Item 4. Mine Safety Disclosures
Not applicable.
Supplemental Item. Information about our Executive Officers
The following table lists the names and ages of the Executive Officers of the Company and their positions held with the Company as of January 31, 2023.
The information provided below the table lists the business experience of each such Executive Officer for at least the past five years. All Executive Officers
serve at the pleasure of the Board of Directors of the Company, or, if not appointed by the Board of Directors, at the pleasure of management.
Name
Brendan L. Hoffman
Christopher E. Hufnagel
Amy M. Klimek
Reginald M. Rasch
Isabel Soriano
Michael D. Stornant
James D. Zwiers
Age
54
50
49
52
52
56
55
Positions held with the Company
President and Chief Executive Officer
President, Active Group
Executive Vice President, Global Human Resources
Senior Vice President, General Counsel and Secretary
President, International
Executive Vice President, Chief Financial Officer and Treasurer
Executive Vice President and President, Global Operations Group
Brendan L. Hoffman has served the Company as Chief Executive Officer since January 2022 and as President since September 2020. From October 2015
through August 2020, he was the Chief Executive Officer and President of Vince Holding Corp., a publicly-traded global apparel brand and retailer.
22
Christopher E. Hufnagel has served the Company as President, Active Group since November 2022, and has served as President of the Merrell brand since
September 2019. From July 2018 through September 2019, he served as President, CAT Footwear. From January 2013 through July 2018, he served as
Senior Vice President and Head of Corporate Strategy.
Amy M. Klimek has served the Company as Executive Vice President, Global Human Resources since May 2016. From October 2014 to May 2016, she
served as Vice President of Human Resources.
Reginald M. Rasch has served the Company as Senior Vice President, General Counsel and Secretary since January 2023. From May 2021 through
November 2022, he was the Chief Legal Officer and Corporate Secretary of Party City Holdco Inc., a publicly traded party goods company in North
America. Mr. Rasch was employed by Rakuten, a global technology conglomerate that focuses heavily on eCommerce, digital advertising and data
intelligence, from 2005 to May 2021, where he held positions of increasing responsibilities in Rakuten Americas including Head of Legal and Secretary
from 2016 to May 2021.
Isabel Soriano has served the Company as President, International since June 2021. From June 2018 to May 2021, she served as Vice President and
Managing Director of EMEA. From April 2014 to June 2018, she served as Vice President and General Manager for Vans, Timberland and Kipling in
South America at VF Corporation, a publicly traded footwear and apparel retailer.
Michael D. Stornant has served the Company as Executive Vice President, Chief Financial Officer and Treasurer since June 2015. From January 2013
through June 2015, he served as Vice President, Corporate Finance.
James D. Zwiers has served the Company as Executive Vice President since February 2017 and President, Global Operations Group since January 2021.
From February 2016 through February 2017, he served as President, Wolverine Outdoor & Lifestyle Group. From June 2014 through February 2016, he
served as Senior Vice President and President, International Group.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The Company’s common stock is traded on the New York Stock Exchange under the symbol “WWW.” The number of stockholders of record on
February 10, 2023, was 673.
A quarterly dividend of $0.10 per share was declared on February 8, 2023. The Company currently expects that comparable cash dividends will be paid in
future quarters in fiscal 2023.
The following graph compares the five-year cumulative total stockholder return on the Company’s common stock to the Standard & Poor’s 1500 Index and
the Standard & Poor’s 1500 Consumer Durables & Apparel Index, assuming an investment of $100 at the beginning of the period indicated. The Company
is part of both the Standard & Poor’s 1500 Index and the Standard & Poor’s 1500 Consumer Durables & Apparel Index. This Stock Performance Graph
shall not be deemed to be incorporated by reference into the Company’s SEC filings and shall not constitute soliciting material or otherwise be considered
filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Stock Performance Graph
23
Five-Year Cumulative Total Return Summary
The following table provides information regarding the Company’s purchases of its own common stock during the fourth quarter of fiscal 2022.
Period
Period 10 (October 2, 2022 to November 5, 2022)
Common Stock Repurchase Program
Employee Transactions
(1)
(2)
Period 11 (November 6, 2022 to December 3, 2022)
Common Stock Repurchase Program
Employee Transactions
(2)
(1)
Period 12 (December 4, 2022 to December 31, 2022)
Common Stock Repurchase Program
Employee Transactions
(2)
(1)
Total for the Fourth Quarter Ended December 31, 2022
Common Stock Repurchase Program
Employee Transactions
(2)
(1)
Issuer Purchases of Equity Securities
Total Number of
Shares Purchased
Average Price
Paid per Share
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
Maximum Dollar
Amount that May Yet Be
Purchased Under the
Plans or Programs
— $
16,581 $
— $
193 $
— $
3,424 $
— $
20,198 $
—
17.18
—
11.20
—
10.74
—
16.03
— $
366,524,492
— $
366,524,492
— $
366,524,492
— $
366,524,492
(1)
(2)
On September 11, 2019, the Company’s Board of Directors approved a common stock repurchase program that authorized the repurchase of $400.0
million of common stock over a four-year period, incremental to the $113.4 million available as of that date for repurchases under the previous
program. Since that date, the Company repurchased $146.9 million of common stock. The annual amount of any stock repurchases is restricted under
the terms of the Company's amended senior credit facility and senior notes indenture.
Employee transactions include: (1) shares delivered or attested to in satisfaction of the exercise price and/or tax withholding obligations by holders of
employee stock options who exercised options, and (2) restricted shares and units withheld to offset statutory minimum tax withholding that occurs
upon vesting of restricted shares and units. The
24
Company’s employee stock compensation plans provide that the shares delivered or attested to, or withheld, shall be valued at the closing price of the
Company’s common stock on the date the relevant transaction occurs.
Item 6. Reserved
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
OVERVIEW
BUSINESS OVERVIEW
The Company is a leading global designer, marketer and licensor of branded footwear, apparel and accessories. The Company’s strategic vision is to build
and grow high-energy footwear, apparel and accessories brands that inspire and empower consumers to explore and enjoy their active lives. The Company
seeks to fulfill this vision by offering innovative products and compelling brand propositions; complementing its footwear brands with strong apparel and
accessories offerings; expanding its global direct-to-consumer footprint; and delivering supply chain excellence.
The Company’s brands are marketed in approximately 170 countries and territories at December 31, 2022, including through owned operations in the U.S.,
Canada, the United Kingdom 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. At December 31, 2022, the
Company operated 154 retail stores in the U.S., United Kingdom, and Canada and 63 direct-to-consumer eCommerce sites.
On July 31, 2021, the Company entered into a definitive agreement to acquire 100% of the outstanding shares of Lady of Leisure InvestCo Limited. The
acquisition was completed on August 2, 2021 for $417.4 million, net of acquired cash of $7.4 million. Lady of Leisure InvestCo Limited owns the Sweaty
Betty brand and activewear business, a premium women’s activewear brand. The acquisition was funded with cash on hand and borrowings under the
Company’s Revolving Facility, as defined below.
®
The following discussion includes a comparison of the Company's results of operations and liquidity and capital resources for fiscal 2022 and 2021. A
discussion of a comparison of the Company's results of operations and liquidity and capital resources for fiscal 2021 and 2020 has been omitted from this
Form 10-K but may be found in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on
Form 10-K for the fiscal year ended January 1, 2022, filed with the SEC on February 24, 2022. Additional information about the reorganization of the
Company's reportable segments can be found in the Company's Current Report on Form 8-K/A filed with the SEC on November 10, 2022.
Known Trends Impacting Our Business
Macroeconomic conditions and supply chain disruptions and the COVID-19 pandemic continue to have an impact on the Company’s business results.
During fiscal 2021 and the first half of fiscal 2022, disruption in the global supply chain due to vessel shortages, labor and container shortages, and U.S.
port congestion resulted in transportation delays that interrupted the flow of the Company’s inventory and delayed shipments to wholesale partners. As a
result, the Company planned fiscal 2022 product purchases based on the assumption that extended inventory transit times would continue throughout the
year. However, during the third quarter of 2022, inventory transit times improved ahead of plan, resulting in challenges managing the timing of inventory
flow. As of December 31, 2022, the Company had $146.8 million of inventory in-transit, which includes both inventory in-transit to the Company's
distribution centers and inventory not yet able to be processed due to processing capacity pressures at the Company’s distribution centers. As a result, the
Company’s inventory levels as of December 31, 2022 were elevated compared to the prior fiscal year. The inventory in-transit balance has declined from a
balance of $280.9 million at October 1, 2022. The Company increased promotional activity in the third and fourth quarters of fiscal 2022 and expects this
increased level of promotional activity to continue during the first half of 2023 to reduce inventory levels.
The Company incurred higher logistics costs, including freight and labor costs, during 2022 as a result of the supply chain disruption as well as inflationary
pressures. The Company implemented selective price increases by brand and product to partially offset the effects of inflation on the Company’s financial
results. The Company expects to continue to evaluate future pricing of its products. In addition to inflationary headwinds, the strengthening of the U.S.
dollar relative to other major currencies also negatively impacted the Company’s financial results in 2022 and is expected to have a negative impact on the
Company's 2023 financial results.
In March 2022, the Company temporarily suspended all business operations in Russia due to the Russia-Ukraine conflict. The Company has no assets or
employees in Russia or Ukraine. The Company’s business operations in Russia represent less than 1 percent of revenue. Please refer to Item 1A, “Risk
Factors” for a more complete discussion of the risks the Company encounters in our business.
25
2022 FINANCIAL OVERVIEW
Revenue was $2,684.8 million for 2022, representing an increase of 11.2% compared to the prior year's revenue of $2,414.9 million.
•
• Gross margin for 2022 was 39.9%, a decrease of 270 basis points from 2021.
The effective tax rate in 2022 was 25.2%, compared to 16.6% in 2021.
•
• Diluted loss per share in 2022 was $2.37, compared to diluted earnings per share of $0.81 in 2021.
•
•
•
The Company declared cash dividends of $0.40 per share in 2022 and 2021.
Cash flow used in operating activities was $178.9 million for 2022 and cash flow provided by operating activities was $86.8 million for 2021.
Compared to the prior year, inventory increased $379.7 million, or 103.9%.
RESULTS OF OPERATIONS
The following is a discussion of the Company’s results of operations and liquidity and capital resources. This section should be read in conjunction with the
Company’s consolidated financial statements and related notes, which are included in Item 8 of this Annual Report on Form 10-K.
(In millions, except per share data)
Revenue
Cost of goods sold
Gross profit
Selling, general and administrative expenses
Gain on sale of trademarks
Impairment of goodwill and intangible assets
Environmental and other related costs, net of recoveries
Operating profit (loss)
Interest expense, net
Debt extinguishment and other costs
Other expense (income), net
Earnings (loss) before income taxes
Income tax expense (benefit)
Net earnings (loss)
Less: net loss attributable to noncontrolling interests
Net earnings (loss) attributable to Wolverine World Wide, Inc.
Diluted earnings (loss) per share
REVENUE
2022
Fiscal Year
2021
Percent Change
$
$
$
2,684.8 $
1,614.4
1,070.4
906.4
(90.0)
428.7
33.7
(208.4)
47.3
—
(2.8)
(252.9)
(63.8)
(189.1)
(0.8)
(188.3) $
(2.37) $
2,414.9
1,385.0
1,029.9
817.8
—
—
56.4
155.7
37.4
34.3
3.7
80.3
13.3
67.0
(1.6)
68.6
0.81
11.2 %
16.6 %
3.9 %
10.8 %
—
—
(40.2)%
(233.8)%
26.5 %
(100.0)%
(175.7)%
(414.9)%
(579.7)%
(382.2)%
50.0 %
(374.5)%
(392.6)%
Revenue was $2,684.8 million for 2022, representing an increase of 11.2% compared to the prior year's revenue of $2,414.9 million. The change in revenue
reflected a 19.0% increase from the Active Group, a 7.6% increase from the Work Group and a 6.2% decline from the Lifestyle Group. The Active Group's
®
revenue increase was driven by an increase of $116.9 million from Merrell , $94.3 million from Sweaty Betty , $29.1 million from Saucony , and $10.3
®
million from Chaco . The Work Group’s revenue increase was driven by an increase of $32.1 million from Cat and $20.1 million from Wolverine ,
®
partially offset by a decrease of $9.2 million from Bates . The Lifestyle Group’s revenue decline was driven by a decrease of $33.4 million from Sperry
and $7.8 million from Keds , partially offset by an increase of $11.7 million from Hush Puppies . International revenue represented 41.8%, and 34.8% of
total reported revenues in 2022 and 2021, respectively. Changes in foreign exchange rates decreased revenue by $70.0 million during 2022. Direct-to-
consumer revenue increased by $64.1 million, or 10.2% during 2022 compared to 2021.
®
®
®
®
®
®
®
GROSS MARGIN
For 2022, the Company’s gross margin was 39.9%, compared to 42.6% in 2021. The gross margin decrease was driven by unfavorable product mix and
higher promotional activity in the Company's direct to consumer channel (150 basis points), increased closeout sales and closeout reserves (90 basis points)
and unfavorable product mix and higher promotional activity across the Company's brands (30 basis points).
26
OPERATING EXPENSES
®
Operating expenses increased $404.6 million in 2022, to $1,278.8 million. The increase was driven by higher impairment of intangible assets
($428.7 million), Sweaty Betty operating expenses included contribution through the one-year anniversary of the acquisition ($60.2 million), higher
general and administrative costs ($26.6 million), higher selling costs ($10.4 million), higher distribution costs ($9.5 million), higher advertising costs
($6.0 million), higher Sweaty Betty integration costs ($2.0 million), and higher product development costs ($1.1 million), partially offset by the gain
recorded on the sale of the Champion trademarks for footwear in the United States and Canada ($90.0 million), lower environmental and other related
costs, net of recoveries ($22.7 million), lower incentive compensation costs ($20.0 million), and lower acquisition costs ($7.5 million). Environmental and
other related costs were $56.3 million and $73.9 million in 2022 and 2021, respectively. See Note 17 to the Company's Consolidated Financial Statements
for further discussion.
®
INTEREST, OTHER AND TAXES
Net interest expense was $47.3 million in 2022 compared to $37.4 million in 2021. Interest expense increased in the current year due to higher average
principal balances of variable rate debt and higher average interest rates on the Company’s variable rate debt, partially offset by lower interest rates on the
Company's senior notes. The Company redeemed and replaced the 6.375% senior notes due in 2025 and the 5.000% senior notes due in 2026 with the
4.000% senior notes in August 2021 due in 2029.
The effective tax rate in 2022 was 25.2%, compared to 16.6% in 2021. The Company recognized tax benefits in 2022 which increased the tax benefit
recognized from the pretax loss, resulting in a higher effective tax rate. In 2021, the Company also recognized tax benefits which reduced the tax expense
on pretax income, resulting in a lower effective tax rate.
Other income was $2.8 million in 2022 compared to other expense of $3.7 million in 2021. The decrease in expense was driven by lower non-service
pension costs ($3.0 million), higher sublease income ($1.8 million), and lower losses from equity method investments ($1.6 million).
REPORTABLE SEGMENTS
The Company’s portfolio of brands are organized into the following three reportable segments. During the fourth quarter of 2022, the Company announced
changes to its reportable segments as a result of changes in how its Chief Operating Decision Maker, the Company's Chief Executive Officer, allocates
resources to and assess performance of the Company's operating segments. All prior period disclosures have been retrospectively adjusted to reflect the
new 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; and;
®
•
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.
®
27
The reportable segment results for years 2022 and 2021 are as follows:
(In millions)
REVENUE
Active Group
Work Group
Lifestyle Group
Other
Total
OPERATING PROFIT (LOSS)
Active Group
Work Group
Lifestyle Group
Other
Corporate
Total
2022
2021
Change
Percent Change
Fiscal Year
$
$
$
$
1,570.2 $
590.5
447.5
76.6
2,684.8 $
198.4 $
102.5
48.1
11.8
(569.2)
(208.4) $
1,319.6 $
548.8
477.0
69.5
2,414.9 $
229.5 $
103.8
67.5
8.1
(253.2)
155.7 $
250.6
41.7
(29.5)
7.1
269.9
(31.1)
(1.3)
(19.4)
3.7
(316.0)
(364.1)
19.0 %
7.6 %
(6.2)%
10.2 %
11.2 %
(13.6)%
(1.3)%
(28.7)%
45.7 %
(124.8)%
(233.8)%
Further information regarding the reportable segments can be found in Note 18 to the Company's Consolidated Financial Statements.
Active Group
®
The Active Group’s revenue increased $250.6 million, or 19.0%, in 2022 compared to 2021. The revenue increase was driven by an increase of $116.9
million from Merrell , $94.3 million from Sweaty Betty , $29.1 million from Saucony , and $10.3 million from Chaco . The Merrell increase was
primarily due to the strength of the hike product category, which includes the industry leading Moab franchise as well as strong performance across all
regions, specifically the international channel. The Sweaty Betty increase included contribution through the one-year anniversary of the acquisition. The
Saucony increase was primarily driven by the strength and expanded sales of core technical road and trail product franchises which include the Ride,
Guide, Kinvara, Triumph, Peregrine and Endorphin series. The Chaco increase was primarily the result of improved inventory positions in the current
period versus the prior period which was negatively impacted by supply chain constraints.
®
®
®
®
®
®
®
The Active Group’s operating profit decreased $31.1 million, or 13.6%, in 2022 compared to 2021. The operating profit decrease was due to a 320 basis
point decrease in gross margin and a $97.0 million increase in selling, general and administrative costs, partially offset by revenue increases. The decrease
in gross margin in the current year period was due to unfavorable product mix and higher promotional activity in the Company's direct to consumer channel
and increased closeout sales in the wholesale channel. The increase in selling, general and administrative expenses in 2022 includes a contribution of
$60.2 million of Sweaty Betty operating expenses through the one-year anniversary of the acquisition, as well as higher advertising costs, labor and
distribution costs and employee costs.
®
Work Group
®
The Work Group’s revenue increased $41.7 million, or 7.6%, in 2022 compared to 2021. The revenue increase was driven by an increase of $32.1 million
from Cat and $20.1 million from Wolverine , partially offset by a decrease of $9.2 million from Bates . The Cat increase was primarily due to the
strength of the life and work product categories. The Wolverine increase was primarily due to the strong performance of its core franchises which include
Raider and Rancher, strength of the work product category, and expanded work footwear products. The Bates decline was primarily due to a reduction in
military exchange customer revenue for domestically manufactured products.
®
®
®
®
®
The Work Group’s operating profit decreased $1.3 million, or 1.3%, in 2022 compared to 2021. The operating profit decrease was due to a 240 basis point
decrease in gross margin and by a $2.9 million increase in selling, general and administrative costs, partially offset by revenue increases. The decrease in
gross margin in the current year period was due to unfavorable product mix and higher promotional activity in the Company's direct to consumer channel
and increased closeout sales in the wholesale channel. The increase in selling, general and administrative expenses in 2022 was primarily due to higher
advertising costs, labor and distribution costs and employee costs.
28
Lifestyle Group
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The Lifestyle Group’s revenue decreased $29.5 million, or 6.2%, in 2022 compared to 2021. The revenue decrease was driven by a decrease of $33.4
million from Sperry and $7.8 million from Keds , partially offset by an increase of $11.7 million from Hush Puppies . The Sperry and Keds declines
were primarily driven by supply chain issues and softer consumer demand in both the U.S. wholesale and direct-to-consumer sales channels. The Hush
Puppies increase was primarily due to the launch of a strategic distribution partnership with DSW in North America and the strength of the brand’s
lifestyle head-to-toe product offering internationally, with a focus on casual, comfort and color.
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The Lifestyle Group’s operating profit decreased $19.4 million, or 28.7%, in 2022 compared to 2021. The operating profit decrease was due to a 150 basis
point decrease in gross margin and revenue decreases, partially offset by a $0.4 million decrease in selling, general and administrative costs. The decrease
in gross margin in the current year period was due to unfavorable product mix and higher promotional activity in the Company's direct to consumer channel
and increased closeout sales in the wholesale channel.
Other
The Other category's revenue increased $7.1 million, or 10.2%, in 2022 compared to 2021. The revenue increase was primarily driven by an increase of
$6.0 million from the performance leathers business.
Corporate
Corporate expenses increased $316.0 million in 2022 compared to 2021 primarily due to the impairment of intangible assets related to the Sperry trade
name and Sweaty Betty trade name and goodwill ($428.7 million), reorganization and integration activities ($9.6 million), and higher employee costs ($7.8
million), partially offset by the gain recorded on the sale of the Champion trademarks for footwear in the United States and Canada ($90.0 million), lower
environmental and other related costs ($22.7 million), and lower incentive compensation costs ($19.2 million).
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LIQUIDITY AND CAPITAL RESOURCES
(In millions)
Cash and cash equivalents
Debt
Available Revolving Facility
(1)
(2)
Fiscal Year
2022
2021
$
135.5 $
1,158.0
569.3
161.7
966.8
769.2
(1)
(2)
Cash and cash equivalents at the end of the year in the Consolidated Statements of Cash Flows includes $4.0 million of Wolverine Leathers business
related cash and cash equivalents that are classified as held for sale as of December 31, 2022 that are not included in cash and cash equivalents in the
Consolidated Balance Sheets.
Amounts are net of both borrowings, if any, and outstanding standby letters of credit issued in accordance with the terms of the Revolving Facility.
Liquidity
Cash and cash equivalents of $135.5 million as of December 31, 2022 were $26.2 million lower compared to January 1, 2022. The decrease is due
primarily to cash used by operating activities of $178.9 million, share repurchases of $81.3 million, additions to property, plant, and equipment of $36.5
million, cash dividends paid of $32.8 million, and shares acquired related to employee stock plans of $7.7 million, partially offset by net revolver
borrowings of $200.0 million, cash received from the sale of the Champion trademark of $90.0 million, proceeds from company-owned life insurance
policies of $30.5 million, and contributions from noncontrolling interests of $7.0 million. The Company had $569.3 million of borrowing capacity available
under the Revolving Facility as of December 31, 2022. Cash and cash equivalents located in foreign jurisdictions totaled $114.9 million as of December 31,
2022.
Cash flow from operating activities is expected to be sufficient to meet the Company’s working capital needs for the foreseeable future. Any excess cash
flow from operating activities is expected to be used to fund organic growth initiatives, reduce debt, pay dividends and for general corporate purposes.
The Company may purchase up to an additional $366.5 million of shares under its existing common stock repurchase program, which expires in 2023. The
common stock repurchase program does not obligate the Company to acquire any shares and may be suspended at any time. The Company repurchased
$81.3 million and $39.6 million of shares during 2022 and 2021, respectively.
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586.8
90.0
—
—
23.9
—
—
700.7
A detailed discussion of environmental remediation costs is found in Note 17 to the Company's Consolidated Financial Statements. The Company has
established a reserve for estimated environmental remediation costs based upon an evaluation of currently available facts with respect to each individual
affected site. As of December 31, 2022, the Company has a reserve of $74.1 million, of which $49.8 million is expected to be paid in the next 12 months
and is recorded as a current obligation in other accrued liabilities, with the remaining $24.3 million recorded in other liabilities and expected to be paid over
the course of up to 25 years. The Company's remediation activity at its former Tannery site and sites where the Company disposed of Tannery byproducts is
ongoing. It is difficult to estimate the cost of environmental compliance and remediation given the uncertainties regarding the interpretation and
enforcement of applicable environmental laws and regulations, the extent of environmental contamination and the existence of alternative cleanup methods.
Note 17 to the Company's Consolidated Financial Statements also includes a detailed discussion of environmental litigation matters. The Company has
established an accrual in the amount of $40.5 million, and made related payments of $50.1 million, with respect to certain of these matters for the year
ended December 31, 2022, as discussed in Note 17. The Company expects to disburse payments during 2023 equal to the remainder of the established
accrual.
Developments may occur that could materially change the Company’s current cost estimates. The Company adjusts recorded liabilities as further
information develops or circumstances change.
The Company expects to meet its contractual obligations through its typical sources of liquidity in the normal course of business, such as cash from
operating activities, and believes it has the financial resources to satisfy these contractual obligations. The Company had the following contractual
obligations due by period at December 31, 2022:
(1)
(In millions)
Long-term debt obligations
Operating lease obligations
Purchase obligations
(3)
Pension
Supplemental Executive Retirement Plan
Municipal water improvements
TCJA transition obligation
(3)
(2)
Total
Less than
1 year
1-3 years
3-5 years
More than
5 years
$
1,446.3 $
236.5
423.1
—
44.9
31.9
28.1
489.4 $
38.6
423.1
—
3.9
31.9
7.0
135.4 $
60.8
—
—
8.3
—
21.1
234.7 $
47.1
—
—
8.8
—
—
Total
(4)
$
2,210.8 $
993.9 $
225.6 $
290.6 $
(1)
(2)
(3)
(4)
Includes principal and interest payments on the Company’s long-term debt. Estimated future interest payments on outstanding debt obligations are
based on interest rates as of December 31, 2022. Actual cash outflows may differ significantly due to changes in underlying interest rates.
Purchase obligations related primarily to inventory and capital expenditure commitments.
Under the terms of a Consent Decree resolving certain civil and regulatory actions, the Company is obligated to contribute towards the costs of
extending municipal water lines, developing a replacement wellfield and making certain improvements to Plainfield Township’s existing water
treatment plant, all subject to an aggregate cap of $69.5 million. During 2022 and 2021, the Company made payments of $15.0 and $12.9 million
towards the total cap, respectively. Due to the uncertainty of the timing and amounts related to the Company's other environmental remediation costs,
they have been excluded from this table. See Note 17 to the Company's Consolidated Financial Statements for additional information.
The total amount of unrecognized tax benefits on the consolidated balance sheet at December 31, 2022 is $9.0 million. At this time, the Company is
unable to make a reasonably reliable estimate of the timing of payments in individual years beyond 12 months due to uncertainties in the timing of tax
audit outcomes. As a result, this amount is not included in the table above.
Financing Arrangements
On October 21, 2021, the Company entered into a 2021 Replacement Facility Amendment and Reaffirmation Agreement (the “Amendment”) to the
Company's Credit Facility (as amended and restated, the "Credit Agreement"). The Amendment amended and restated the Credit Agreement to, among
other things: (i) provide for a term loan A facility (the “Term Facility”) in an aggregate principal amount of $200.0 million, which replaced the existing
term loan A; (ii) provide for an increased revolving credit facility (the “Revolving Facility” and, together with the Term Facility, the “Senior Credit
Facilities”) with total commitments of $1.0 billion, an increase of $200.0 million from the existing Revolving Facility; and (iii) set the LIBOR floor to
0.000%, a decrease of 0.750%. The maturity date of the loans under the Senior Credit Facilities was extended to October 21,
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2026. The Amendment provides for a debt capacity of up to an aggregate debt amount (including outstanding term loan principal and revolver commitment
amounts in addition to permitted incremental debt) not to exceed $2.0 billion unless certain specified conditions set forth in the amended senior credit
facility are met. The Term Facility requires quarterly principal payments with a balloon payment due on October 21, 2026.
On August 26, 2021, the Company issued $550.0 million aggregate principal debt amount of 4.000% senior notes due on August 15, 2029. Related interest
payments are due semi-annually beginning February 15, 2022. The senior notes are guaranteed by substantially all of the Company’s domestic subsidiaries.
The proceeds from the senior notes were used to extinguish the Company’s $250.0 million senior notes due on September 1, 2026 and $300.0 million
senior notes due on May 15, 2025.
As of December 31, 2022, the Company was in compliance with all covenants and performance ratios under the Credit Agreement.
The Company’s debt at December 31, 2022 totaled $1,158.0 million, compared to $966.8 million at January 1, 2022. The Company expects to use the
current borrowings to fund organic growth initiatives, reduce debt, pay dividends and for general corporate purposes. The increased debt position resulted
from borrowings under the Revolving Facility to fund organic growth initiatives, pay dividends and for general corporate purposes.
Cash Flows
The following table summarizes cash flow activities:
(In millions)
Net cash provided by (used in) operating activities
Net cash provided by (used in) investing activities
Net cash provided by (used in) financing activities
Additions to property, plant and equipment
Depreciation and amortization
Operating Activities
Fiscal Year Ended
December 31,
2022
January 1,
2022
(178.9)
54.6
107.1
(36.5)
34.6
86.8
(437.3)
169.3
(17.6)
33.2
The principal source of the Company’s operating cash flow is net earnings, including cash receipts from the sale of the Company’s products, net of costs of
goods sold.
Cash from operations during 2022 was lower compared to 2021, due primarily to an increase in net working capital representing a use of cash of $274.4
million. Working capital balances were unfavorably impacted by an increase in inventories of $428.9 million, a decrease in accounts receivable of $84.5
million, and an increase in other operating assets of $21.1 million, partially offset by an increase in accounts payable of $62.6 million and an increase in
other operating liabilities of $26.1 million. Operating cash flows included non-cash add back for the impairment of intangible assets of $428.7 million,
depreciation and amortization expense adjustment of $34.6 million, stock-based compensation expense adjustment of $33.4 million, deferred income tax
adjustment of $105.7 million, gain on sale of the Champion trademark of $90.0 million, environmental and other related costs, net of cash payments and
recoveries received cash outflow of $23.0 million, and pension expense adjustment of $9.3 million.
Investing Activities
The Company made capital expenditures of $36.5 million and $17.6 million in years 2022 and 2021, respectively, for building improvements, eCommerce
site enhancements, new retail stores, distribution operations improvements and information system enhancements. The current year activity includes
additional investment in the Company’s China joint venture of $2.8 million and proceeds received from the sale of the Champion trademarks of
$90.0 million.
Financing Activities
The current year debt activity includes net borrowings under the Revolving Facility of $200.0 million and $30.5 million in proceeds from company-owned
life insurance policies. The Company paid $7.7 million and $14.1 million in 2022 and 2021, respectively, in connection with shares or units withheld to pay
employee taxes related to awards under stock incentive plans and received $1.4 million and $17.1 million in proceeds from the exercise of stock options in
2022 and 2021, respectively. The Company also repurchased $81.3 million and $39.6 million of its common stock during 2022 and 2021, respectively. The
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Company received $7.0 million and $4.8 million from noncontrolling owners of the Company’s China joint venture to support the growth of the joint
venture in 2022 and 2021, respectively.
The Company declared cash dividends of $0.40 per share in each of 2022 and 2021. Dividends paid totaled $32.8 million and $33.5 million for 2022 and
2021, respectively. A quarterly dividend of $0.10 per share was declared on February 8, 2023 to shareholders of record on April 3, 2023.
NEW ACCOUNTING STANDARDS
See Note 2 to the Company's Consolidated Financial Statements for information related to new accounting standards.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of the Company’s Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally
accepted in the U.S. ("U.S. GAAP"), requires management to make estimates and assumptions that affect the amounts reported in the financial statements
and accompanying notes. On an ongoing basis, management evaluates these estimates. Estimates are based on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources. Historically, actual results have not been materially different from the Company’s
estimates. However, actual results may differ materially from these estimates under different assumptions or conditions.
The Company has identified the following critical accounting policies used in determining estimates and assumptions in the amounts reported.
Management believes that an understanding of these policies is important to an overall understanding of the Company’s Consolidated Financial Statements.
Significant accounting policies are summarized in Note 1 to the Company's Consolidated Financial Statements.
Revenue Recognition and Performance Obligations
Revenue is recognized upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration to be received in
exchange for those goods or services. The Company identifies the performance obligation in the contract, determines the transaction price, allocates the
transaction price to the performance obligations, and recognizes revenue upon completion of the performance obligation. Revenue is recognized net of
variable consideration and any taxes collected from customers, which are subsequently remitted to governmental authorities.
Control of the Company's goods and services, and associated revenue, are transferred to customers at a point in time. The Company’s contract revenue
consist of wholesale revenue and direct-to-consumer revenue. Wholesale revenue is recognized for products sourced by the Company when control
transfers to the customer generally occurring upon the purchase, shipment or delivery of branded products or 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 recognized at time of sale. The point of purchase or shipment 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. Payment terms for the Company's revenue vary by sales channel. 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.
Revenue is recorded at the net sales price (“transaction price”), which includes estimates of variable consideration for which reserves are established.
Components of variable consideration include trade discounts and allowances, product returns, customer markdowns, customer rebates and other sales
incentives relating to the sale of the Company’s products. These reserves are based on the amounts earned, or to be claimed on the related sales. These
estimates take into consideration a range of possible outcomes, which are probability-weighted in accordance with the expected value method for relevant
factors such as current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and
payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which it is entitled based on the terms of
the respective underlying contracts. Revenue recognized during the year ended December 31, 2022 related to the Company’s contract liabilities was
nominal.
Inventory
The Company values its inventory at the lower of cost or net realizable value. Cost is determined by the last-in, first out ("LIFO") method for certain
domestic finished product inventories. Cost is determined using the first-in, first-out (“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-
32
consumer business and Sweaty Betty inventory. The Company has applied these inventory cost valuation methods consistently from year to year.
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The Company reduces the carrying value of its inventories to the lower of cost or net realizable value for excess or obsolete inventories based upon
assumptions about future demand and market conditions. If the Company were to determine that the estimated realizable value of its inventory is less than
the carrying value of such inventory, the Company would provide a reserve for such difference as a charge to cost of sales. If actual market conditions are
different from those projected, adjustments to those inventory reserves may be required. 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. 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.
Business Combinations
The Company accounts for business combinations using the acquisition method of accounting, which requires that once control is obtained, the
consolidated financial statements reflect the operations of an acquired business starting from the acquisition date.
All assets acquired and liabilities assumed are recorded at fair value as of the acquisition date. The Company allocates the purchase price of an acquired
business to the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed, with any excess purchase price recorded as
goodwill. Contingent consideration, if any, is included in the purchase price and is recognized at its fair value on the acquisition date. During the
measurement period, which is up to one year from the acquisition date, adjustments to the assets acquired and liabilities assumed may be recorded, with the
corresponding offset to goodwill.
The determination of fair values of identifiable assets and liabilities requires estimates and the use of valuation techniques and requires management to
make judgments that may involve the use of significant estimates. For intangible assets acquired in a business combination, the Company typically uses the
income method. Significant estimates used in valuing certain intangible assets include, but are not limited to, the amount and timing of future cash flows,
growth rates and discount rates, among other items. If the actual results differ from the estimates and judgments used, the amounts recorded in the
Consolidated Financial Statements may be exposed to potential impairment of the intangible assets and goodwill as discussed in the "Goodwill and
Indefinite-Lived Intangibles" section below. Refer to Note 19 “Business Acquisitions” for additional discussion.
Goodwill and Indefinite-Lived Intangibles
Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are subject to impairment tests at least annually. 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. If the carrying amounts of these assets are not recoverable based upon discounted cash flow and
market approach analyses, the carrying amounts of such assets are reduced by the estimated difference between the carrying values and estimated fair
values. 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.
For goodwill, if the estimated fair value of the reporting unit exceeds its carrying value, no further review is required. However, if the estimated fair value
of the reporting unit is less than its carrying value, the Company records an impairment charge equal to the excess of the recorded goodwill over the fair
value of the goodwill.
The Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of goodwill and indefinite-lived
intangible assets are less than their carrying value. The Company would not be required to quantitatively determine the fair value unless the Company
determines, based on the qualitative assessment, that it is more likely than not that its fair value is less than the carrying value.
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 years 2021 and 2020. In the
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fourth quarter of 2022, the Company recognized impairment charges of $191.0 million for the Sperry trade name and $189.3 million for the Sweaty Betty
trade name. No impairment charges were recognized for the Company's intangible assets during 2021. In the fourth quarter of 2020, the Company recorded
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a $222.2 million impairment charge for the Sperry trade name. Refer to Note 4, “Goodwill and Other
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Intangibles” for additional discussion on the Sweaty Betty goodwill impairment and the Sweaty Betty and Sperry trade name impairments.
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Environmental
The Company establishes a reserve for estimated environmental remediation costs based upon the evaluation of currently-available facts with respect to
each individual affected site. 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. 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. Environmental costs relating to existing conditions
caused by past operations that do not contribute to current or future revenues are expensed as incurred. Refer to Note 17, “Litigation and Contingencies” for
additional discussion on estimated environmental remediation costs.
Assets related to potential recoveries from other responsible parties are recognized when a definitive agreement is reached and collection of cash is
realizable. Recoveries of covered losses under insurance policies are recognized only when realization of the claim is deemed probable.
The Company is subject to legal proceedings and claims related to the environmental matters as described in Note 17 to the Company's Consolidated
Financial Statements. The Company routinely assesses the legal and factual circumstances of each matter and the likelihood of any adverse outcomes in
these matters, as well as ranges of possible losses. Assessments of lawsuits and claims can involve a series of complex judgments about future events and
can rely heavily on estimates and assumptions. The Company accrues an estimated liability for legal proceeding claims that are both probable and
estimable and reserves may change in future periods due to new developments in each matter. For further discussion, refer to Note 17 “Litigation and
Contingencies”.
Retirement Benefits
The determination of the obligation and expense for retirement benefits depends upon the selection of certain actuarial assumptions used in calculating such
amounts. These assumptions include, among others, the discount rate, expected long-term rate of return on plan assets, mortality rates and rates of increase
in compensation. These assumptions are reviewed with the Company’s actuaries and updated annually based on relevant external and internal factors and
information, including, but not limited to, long-term expected asset returns, rates of termination, regulatory requirements and plan changes.
The Company utilizes a bond matching calculation to determine the discount rate used to calculate its year-end pension liability and subsequent year
pension expense. A hypothetical bond portfolio is created based on a presumed purchase of individual bonds to settle the plans' expected future benefit
payments. The discount rate is the resulting yield of the hypothetical bond portfolio. The bonds selected are listed as high grade by at least two recognized
ratings agency and are non-callable, currently purchasable and non-prepayable. The calculated discount rate was 5.56% at December 31, 2022, compared to
3.09% at January 1, 2022. Pension expense is also impacted by the expected long-term rate of return on plan assets, which the Company has determined to
be 6.87% and 6.75% for fiscal 2022 and 2021, respectively. This rate is based on both actual historical rates of return experienced by the pension assets and
the long-term rate of return of a composite portfolio of equity and fixed income securities that reflects the approximate diversification of the pension assets.
Income Taxes
The Company maintains certain strategic management and operational activities in overseas subsidiaries, and its foreign earnings are taxed at rates that
have generally been lower than the U.S. federal statutory income tax rate. A significant amount of the Company’s earnings are generated by its Canadian,
European and Asian subsidiaries and, to a lesser extent, in jurisdictions that are not subject to income tax. Income tax audits associated with the allocation
of this income and other complex issues may require an extended period of time to resolve and may result in income tax adjustments if changes to the
income allocation are required between jurisdictions with different income tax rates. The Company evaluates the probability a tax position will be
effectively sustained and the appropriateness of the amount recognized for uncertain tax positions based on factors including changes in facts or
circumstances, changes in tax law, settled audit issues and new audit activity. Changes in the Company’s assessment may result in the recognition of a tax
benefit or an additional charge to the tax provision in the period our assessment changes. The carrying value of the Company’s deferred tax assets assumes
that the Company will be able to generate sufficient taxable income in future years to utilize these deferred tax assets. If these assumptions change, the
Company may be required to record valuation allowances against its gross deferred tax assets in future years, which would cause the Company to record
additional income tax expense in its consolidated statements of operations. Management evaluates the potential that the Company will be able to realize its
gross deferred tax assets and assesses the need for valuation allowances on a quarterly basis.
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On a periodic basis, the Company estimates the full year effective tax rate and records a quarterly income tax provision in accordance with the projected
full year rate. As the year progresses, that estimate is refined based upon actual events and the distribution of earnings in each tax jurisdiction during the
year. This continual estimation process periodically results in a change to the expected effective tax rate for the year. When this occurs, the Company
adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the revised anticipated
annual rate.
The Company intends to repatriate cash held in foreign jurisdictions and has recorded a deferred tax liability related to estimated state taxes and foreign
withholding taxes on the future dividends received in the U.S. from the foreign subsidiaries.
The Company intends to permanently reinvest all non-cash undistributed earnings outside of the U.S. and has, therefore, not established a deferred tax
liability on that amount of foreign unremitted earnings. However, if these non-cash undistributed earnings were repatriated, the Company would be
required to accrue and pay applicable U.S. taxes and withholding taxes payable to various countries. It is not practicable to estimate the amount of the
deferred tax liability associated with these non-cash unremitted earnings due to the complexity of the hypothetical calculation.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, the Company's financial position and results of operations are routinely subject to a variety of risks, including market risk
associated with interest rate movements on borrowings and investments and currency rate movements on non-U.S. dollar denominated assets, liabilities and
cash flows. The Company regularly assesses these risks and has established policies and business practices that should mitigate a portion of the adverse
effect of these and other potential exposures.
Foreign Exchange Risk
The Company faces market risk to the extent that changes in foreign currency exchange rates affect the Company’s foreign assets, liabilities and inventory
purchase commitments. The Company manages these risks by attempting to denominate contractual and other foreign arrangements in U.S. dollars. The
Company does not believe that there has been a material change in the nature of the Company’s primary market risk exposures, including the categories of
market risk to which the Company is exposed and the particular markets that present the primary risk of loss to the Company. As of the date of this Annual
Report on Form 10-K, the Company does not know of any material change in the near-term in the general nature of its primary market risk exposure.
Under the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 815, Derivatives and Hedging, the Company is
required to recognize all derivatives on the balance sheet at fair value. Derivatives that are not qualifying hedges must be adjusted to fair value through
earnings. If a derivative is a qualifying hedge, depending on the nature of the hedge, changes in the fair value of derivatives are either offset against the
change in fair value of the hedged assets, liabilities or firm commitments through earnings or recognized in accumulated other comprehensive income
(loss) until the hedged item is recognized in earnings.
The Company conducts wholesale operations outside of the U.S. in Canada, continental Europe, the United Kingdom, Hong Kong, China and Mexico
where the functional currencies are primarily the Canadian dollar, euro, British pound, Hong Kong dollar, Chinese renminbi and Mexican peso,
respectively. The Company utilizes foreign currency forward exchange contracts to manage the volatility associated primarily with U.S. dollar inventory
purchases made by non-U.S. wholesale operations in the normal course of business as well as to manage foreign currency translation exposure. At
December 31, 2022 and January 1, 2022, the Company had outstanding forward currency exchange contracts to purchase primarily U.S. dollars in the
amounts of $334.2 million and $296.7 million, respectively, with maturities ranging up to 524 and 538 days, respectively.
The Company also has sourcing locations in Asia, where financial statements reflect the U.S. dollar as the functional currency. However, operating costs
are paid in the local currency. Revenue generated by the Company from third-party foreign licensees is calculated in the local currencies but paid in U.S.
dollars. Accordingly, the Company’s reported results are subject to foreign currency exposure for this stream of revenue and expenses. Any associated
foreign currency gains or losses on the settlement of local currency amounts are reflected within the Company's consolidated statement of operations and
comprehensive income.
Assets and liabilities outside the U.S. are primarily located in the United Kingdom, Canada and the Netherlands. The Company’s investments in foreign
subsidiaries with a functional currency other than the U.S. dollar are generally considered long-term. At December 31, 2022, a stronger U.S. dollar
compared to certain foreign currencies decreased the value of these investments in net assets by $76.3 million from their value at January 1, 2022. At
January 1, 2022, a stronger U.S. dollar compared to foreign currencies decreased the value of these investments in net assets by $20.0 million from their
value at January 2, 2021.
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Interest Rate Risk
The Company is exposed to interest rate changes primarily as a result of interest expense on the Incremental Term Loan borrowings and any borrowings
under the Revolving Facility. The Company’s total variable-rate debt was $615.0 million at December 31, 2022 and the Company held a forward-dated
interest rate swap agreement, denominated in U.S. dollars that will effectively convert $176.2 million of this amount to fixed-rate debt. The interest rate
swap derivative instrument is held and used by the Company as a tool for managing interest rate risk. The counterparty to the swap instrument is a large
financial institution that the Company believes is of high-quality creditworthiness. While the Company may be exposed to potential losses due to the credit
risk of non-performance by this counterparty, such losses are not anticipated. The fair value of the interest rate swap was determined to be a net asset of
$6.1 million as of December 31, 2022. As of December 31, 2022, the weighted-average interest rate on the Company’s variable-rate debt, net of the impact
of the interest rate swap, was 4.86%. Based on the level of variable-rate debt outstanding as of that date, a 100 basis point increase in the weighted-average
interest rate would have increased the Company’s annual pre-tax interest expense by approximately $4.4 million. The Company does not enter into
contracts for speculative or trading purposes, nor is it a party to any leveraged derivative instruments.
36
Item 8. Financial Statements and Supplementary Data
Table of Contents
Consolidated Financial Statements
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Consolidated Statements of Stockholders' Equity
Note 1. Summary of Significant Accounting Policies
Note 2. New Accounting Standards
Note 3. Earnings Per Share
Note 4. Goodwill and Other Intangibles
Note 5. Accounts Receivable
Note 6. Revenue From Contracts With Customers
Note 7. Inventories
Note 8. Debt
Note 9. Property, Plant and Equipment
Note 10. Leases
Note 11. Derivative Financial Instruments
Note 12. Stock-Based Compensation
Note 13. Retirement Plans
Note 14. Income Taxes
Note 15. Accumulated Other Comprehensive Income (Loss)
Note 16. Fair Value Measurements
Note 17. Litigation and Contingencies
Note 18. Business Segments
Note 19. Business Acquisition
Note 20. Variable Interest Entities and Related Party Transactions
Note 21. Assets and Liabilities Held for Sale
Note 22. Subsequent Event
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)
38
39
40
41
43
45
50
50
51
52
52
54
54
56
56
56
57
59
62
65
65
66
68
71
72
73
74
75
37
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(In millions, except per share data)
Revenue
Cost of goods sold
Gross profit
Selling, general and administrative expenses
Gain on sale of trademarks
Impairment of goodwill and intangible assets
Environmental and other related costs, net of recoveries
Operating profit (loss)
Other expenses:
Interest expense, net
Debt extinguishment and other costs
Other expense (income), net
Total other expenses
Earnings (loss) before income taxes
Income tax expense (benefit)
Net earnings (loss)
Less: net loss attributable to noncontrolling interests
Net earnings (loss) attributable to Wolverine World Wide, Inc.
Net earnings (loss) per share (see Note 3):
Basic
Diluted
See accompanying notes to consolidated financial statements.
2022
$
$
$
$
Fiscal Year
2021
2020
2,414.9 $
1,385.0
1,029.9
817.8
—
—
56.4
155.7
37.4
34.3
3.7
75.4
80.3
13.3
67.0
(1.6)
68.6 $
0.82 $
0.81 $
1,791.1
1,055.5
735.6
639.4
—
222.2
11.1
(137.1)
43.6
5.5
(2.1)
47.0
(184.1)
(45.5)
(138.6)
(1.7)
(136.9)
(1.70)
(1.70)
2,684.8 $
1,614.4
1,070.4
906.4
(90.0)
428.7
33.7
(208.4)
47.3
—
(2.8)
44.5
(252.9)
(63.8)
(189.1)
(0.8)
(188.3) $
(2.37) $
(2.37) $
38
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss)
2022
Fiscal Year
2021
2020
$
(189.1) $
67.0 $
(138.6)
10.6
(17.6)
3.1
(30.0)
5.2
(28.7)
(0.2)
(28.5)
(167.3)
(1.9)
(165.4)
(In millions)
Net earnings (loss)
Other comprehensive income (loss) net of tax:
Foreign currency translation adjustments
Unrealized gain (loss) on derivative instruments:
Unrealized gain (loss) arising during the period, net of taxes of $7.9, $3.0 and $(5.2)
Reclassification adjustments included in net earnings (loss), net of taxes of $(4.7), $1.4
and $0.4
Pension adjustments:
Net actuarial gain (loss) arising during the period, net of taxes of $6.3, $7.8 and $(8.0)
Amortization of prior actuarial losses, net of taxes of $2.4, $3.0 and $1.4
Other comprehensive income (loss)
Less: other comprehensive income (loss) attributable to noncontrolling interests
Other comprehensive income (loss) attributable to Wolverine World Wide, Inc.
(76.8)
25.4
(14.6)
22.6
8.9
(34.5)
(0.5)
(34.0)
(20.0)
7.7
3.7
29.5
10.8
31.7
—
31.7
Comprehensive income (loss)
Less: comprehensive loss attributable to noncontrolling interests
Comprehensive income (loss) attributable to Wolverine World Wide, Inc.
(223.6)
(1.3)
(222.3) $
$
98.7
(1.6)
100.3 $
See accompanying notes to consolidated financial statements.
39
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In millions, except share data)
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable, less allowances of $11.1 and $28.3
Finished products, net
Raw materials and work-in-process, net
Total inventories
Prepaid expenses and other current assets
Current assets held for sale
Total current assets
Property, plant and equipment, net of accumulated depreciation of $236.1 and $219.1
Lease right-of-use assets
Goodwill
Indefinite-lived intangibles
Amortizable intangibles, net
Deferred income taxes
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
Accrued salaries and wages
Other accrued liabilities
Lease liabilities
Current maturities of long-term debt
Borrowings under revolving credit agreements
Current liabilities held for sale
Total current liabilities
Long-term debt, less current maturities
Accrued pension liabilities
Deferred income taxes
Lease liabilities, noncurrent
Other liabilities
Stockholders’ equity
Common stock – par value $1, authorized 320,000,000 shares; 112,202,078, and 111,632,094 shares issued
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Cost of shares in treasury; 33,413,204, and 29,604,013 shares
Total Wolverine World Wide, Inc. stockholders’ equity
Noncontrolling interest
Total stockholders’ equity
Total liabilities and stockholders’ equity
See accompanying notes to consolidated financial statements.
December 31,
2022
January 1,
2022
131.5 $
241.7
743.2
2.0
745.2
79.0
67.9
1,265.3
136.2
174.7
485.0
274.0
67.4
24.5
65.6
2,492.7 $
272.2 $
32.3
322.9
39.1
10.0
425.0
8.8
1,110.3
723.0
72.9
35.3
153.6
58.6
112.2
325.4
907.2
(132.9)
(891.3)
320.6
18.4
339.0
2,492.7 $
161.7
319.6
354.1
11.4
365.5
56.9
—
903.7
129.0
138.2
556.6
718.1
74.6
1.8
64.4
2,586.4
222.1
41.7
222.5
38.3
10.0
225.0
—
759.6
731.8
107.4
118.9
118.2
106.1
111.6
298.9
1,128.2
(98.9)
(810.2)
629.6
14.8
644.4
2,586.4
$
$
$
$
40
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
2022
Fiscal Year
2021
2020
$
(189.1) $
67.0 $
(138.6)
34.6
(105.7)
33.4
9.3
—
428.7
(23.0)
(90.0)
(2.7)
84.5
(428.9)
(21.1)
62.6
2.4
26.1
(178.9)
—
(36.5)
(2.8)
90.0
—
3.9
54.6
(740.0)
940.0
30.5
—
(10.0)
—
—
(32.8)
(81.3)
(7.7)
1.4
7.0
107.1
(9.0)
(26.2)
161.7
135.5 $
33.2
(14.7)
38.1
14.0
5.8
—
33.7
—
(1.9)
(49.2)
(77.2)
(2.3)
23.0
1.6
15.7
86.8
(417.4)
(17.6)
—
—
—
(2.3)
(437.3)
(435.0)
660.0
—
750.0
(730.0)
(10.4)
—
(33.5)
(39.6)
(14.1)
17.1
4.8
169.3
(4.5)
(185.7)
347.4
161.7 $
32.8
(56.9)
28.9
8.5
5.5
222.2
31.5
—
(12.7)
64.8
107.2
7.4
(18.9)
(0.5)
27.9
309.1
(5.5)
(10.3)
(3.5)
—
26.8
(1.4)
6.1
(898.0)
538.0
—
471.0
(183.5)
(6.4)
(7.3)
(33.6)
(21.0)
(24.8)
9.8
1.8
(154.0)
5.6
166.8
180.6
347.4
(In millions)
OPERATING ACTIVITIES
Net earnings (loss)
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating
activities:
Depreciation and amortization
Deferred income taxes
Stock-based compensation expense
Pension and SERP expense
Debt extinguishment, interest rate swap termination, and other costs
Impairment of goodwill and intangible assets
Environmental and other related costs, net of cash payments and recoveries received
Gain on sale of trademarks
Other
Changes in operating assets and liabilities:
Accounts receivable
Inventories
Other operating assets
Accounts payable
Income taxes
Other operating liabilities
Net cash provided by (used in) operating activities
INVESTING ACTIVITIES
Business acquisition, net of cash acquired
Additions to property, plant and equipment
Investment in joint ventures
Proceeds from sale of trademarks
Proceeds from company-owned life insurance policies
Other
Net cash provided by (used in) investing activities
FINANCING ACTIVITIES
Payments under revolving credit agreements
Borrowings under revolving credit agreements
Proceeds from company-owned life insurance policies
Borrowings of long-term debt
Payments on long-term debt
Payments of debt issuance and debt extinguishment costs
Termination of interest rate swap
Cash dividends paid
Purchase of common stock for treasury
Employee taxes paid under stock-based compensation plans
Proceeds from the exercise of stock options
Contributions from noncontrolling interests
Net cash provided by (used in) financing activities
Effect of foreign exchange rate changes
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
See accompanying notes to consolidated financial statements.
$
41
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows – continued
(In millions)
OTHER CASH FLOW INFORMATION
Interest paid
Net income taxes paid
NON-CASH INVESTING AND FINANCING ACTIVITY
Additions to property, plant and equipment not yet paid
See accompanying notes to consolidated financial statements.
2022
Fiscal Year
2021
2020
$
43.0 $
44.3
34.6 $
27.8
3.3
3.2
41.4
8.6
0.9
Cash and cash equivalents at the end of the year in the Consolidated Statements of Cash Flows includes $4.0 million of Wolverine Leathers business related
cash and cash equivalents that are classified as held for sale as of December 31, 2022 that are not included in cash and cash equivalents in the Consolidated
Balance Sheets.
42
(In millions, except share and per share data)
Balance at December 28, 2019
Net loss
Other comprehensive loss
Shares forfeited, net of shares issued under stock
incentive plans (1,497,478 shares)
Shares issued for stock options exercised, net
(600,041 shares)
Stock-based compensation expense
Cash dividends declared ($0.40 per share)
Issuance of treasury shares (5,479 shares)
Purchase of common stock for treasury (877,624
shares)
Purchases of shares under stock-based compensation
plans (231,617 shares)
Capital contribution from noncontrolling interests
Balance at January 2, 2021
Net earnings (loss)
Other comprehensive income
Shares issues, net of shares forfeited under stock
incentive plans (431,180 shares)
Shares issued for stock options exercised, net
(774,145 shares)
Stock-based compensation expense
Cash dividends declared ($0.40 per share)
Issuance of treasury shares (4,005 shares)
Purchase of common stock for treasury (1,150,721
shares)
Purchases of shares under stock-based compensation
plans (172,023 shares)
Capital contribution from noncontrolling interests
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
Wolverine World Wide, Inc. Stockholders' Equity
Common
Stock
Additional
Paid-In
Capital
$
108.3 $
233.4 $
Retained
Earnings
1,263.3 $
(136.9)
Accumulated
Other
Comprehensive
Loss
(102.1) $
(28.5)
Treasury
Stock
(736.2) $
Non-
controlling
Interest
11.7 $
(1.7)
(0.2)
Total
778.4
(138.6)
(28.7)
1.5
0.6
(19.0)
9.3
28.9
—
(33.1)
0.2
(21.0)
(7.3)
$
110.4 $
252.6 $
1,093.3 $
68.6
(130.6) $
(764.3) $
31.7
0.4
0.8
(8.2)
16.4
38.1
—
(33.7)
0.1
(39.6)
(6.4)
(17.5)
9.9
28.9
(33.1)
0.2
(21.0)
(7.3)
1.8
573.0
67.0
31.7
(7.8)
17.2
38.1
(33.7)
0.1
(39.6)
(6.4)
4.8
644.4
1.8
11.6 $
(1.6)
—
4.8
14.8 $
Balance at January 1, 2022
$
111.6 $
298.9 $
1,128.2 $
(98.9) $
(810.2) $
See accompanying notes to consolidated financial statements.
43
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity – continued
Wolverine World Wide, Inc. Stockholders' Equity
(In millions, except share and per share data)
Balance at January 1, 2022
Net loss
Other comprehensive loss
Shares issued, net of shares forfeited under stock
incentive plans (495,502 shares)
Shares issued for stock options exercised, net
(74,482 shares)
Stock-based compensation expense
Cash dividends declared ($0.40 per share)
Issuance of treasury shares (5,973 shares)
Purchase of common stock for treasury (3,815,164
shares)
Capital contribution from noncontrolling interests
Other
Balance at December 31, 2022
Common
Stock
Additional
Paid-In
Capital
$
111.6 $
298.9 $
Retained
Earnings
1,128.2 $
(188.3)
Accumulated
Other
Comprehensive
Loss
(98.9) $
(34.0)
Treasury
Stock
(810.2) $
Non-
controlling
Interest
14.8 $
(0.8)
(0.5)
0.5
0.1
(8.2)
1.3
33.4
—
(32.7)
0.2
(81.3)
$
112.2 $
325.4 $
907.2 $
(132.9) $
(891.3) $
7.0
(2.1)
18.4 $
Total
644.4
(189.1)
(34.5)
(7.7)
1.4
33.4
(32.7)
0.2
(81.3)
7.0
(2.1)
339.0
See accompanying notes to consolidated financial statements.
44
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Fiscal Years 2022, 2021 and 2020
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Wolverine World Wide, Inc. (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 shoes, boots and apparel; and uniform shoes and boots. The
®
®
Company’s portfolio of owned and licensed brands includes: Bates , Cat , Chaco , Harley-Davidson , Hush Puppies , HYTEST , Keds , Merrell ,
Saucony , Sperry , 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. The Company also operates retail stores and eCommerce sites to
market both its own brands and branded footwear and apparel from other manufacturers, and has a leathers division that markets Wolverine Performance
Leathers™.
®
®
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®
On June 30, 2022, the Company sold the Champion trademarks for footwear in the United States and Canada to HanesBrand Inc. for $90.0 million in cash.
The Company recorded a gain of $90.0 million associated with the transaction.
On August 2, 2021, the Company completed the acquisition of Lady of Leisure InvestCo Limited (the “Acquired Company”) for $417.4 million, net of
®
acquired cash of $7.4 million. The Acquired Company owns the Sweaty Betty brand and activewear business, a premium women’s activewear brand. See
Note 19 for further discussion.
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of Wolverine World Wide, Inc. and its majority-owned subsidiaries (collectively, the
“Company”) and any variable interest entities for which we are the primary beneficiary. All intercompany accounts and transactions have been eliminated
in consolidation.
During the fourth quarter of 2022, the Company announced changes to its reportable segments as a result of changes in how its Chief Operating Decision
Maker, the Company's Chief Executive Officer, allocates resources to and assess performance of the Company's operating segments. All prior period
disclosures have been retrospectively adjusted to reflect the new reportable segments.
Fiscal Year
The Company’s fiscal year is the 52- or 53-week period that ends on the Saturday nearest to December 31. Fiscal years 2022 and 2021 each had 52 weeks,
and fiscal year 2020 had 53 weeks.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts
reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic
606, Revenue from Contracts with Customers. Revenue is recognized upon the transfer of promised goods or services to customers, in an amount that
reflects the expected consideration to be received in exchange for those goods or services. The Company identifies the performance obligation in the
contract, determines the transaction price, allocates the transaction price to the performance obligations and recognizes revenue upon completion of the
performance obligation.
Control of the Company's goods and services, and associated revenue, are transferred to customers at a point in time. The Company’s contract revenue
consists of wholesale revenue and direct-to-consumer revenue. 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. 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.
45
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. 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.
Payment terms for the Company's revenue vary by sales channel. 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. Generally, billing occurs
commensurate to revenue recognition resulting in contract assets. See Note 6 for additional information.
Cost of Goods Sold
Cost of goods sold includes the actual product costs, including inbound freight charges and certain outbound freight charges, purchasing, sourcing,
inspection and receiving costs. Warehousing costs are included in selling, general and administrative expenses.
Advertising Costs
Advertising costs are expensed as incurred, except for certain materials that are expensed the first time that the advertising takes place. Advertising
expenses were $220.7 million, $195.4 million and $135.6 million for fiscal years 2022, 2021 and 2020, respectively. Prepaid advertising totaled $2.7
million and $3.6 million as of December 31, 2022 and January 1, 2022, respectively.
Earnings Per Share
The Company calculates earnings per share in accordance with FASB ASC Topic 260, Earnings Per Share (“ASC 260”). ASC 260 addresses whether
instruments granted in share-based payment transactions are participating securities prior to vesting, and, therefore, need to be included in the earnings
allocation in computing earnings per share under the two-class method. Under the guidance in ASC 260, the Company’s unvested share-based payment
awards that contain non-forfeitable rights to dividends, whether paid or unpaid, are participating securities and must be included in the computation of
earnings per share pursuant to the two-class method.
Cash Equivalents
Cash equivalents include highly liquid investments with an original maturity of three months or less. Cash equivalents are stated at cost, which
approximates fair value.
Allowance for Credit Losses
The Company maintains an allowance for credit losses on accounts receivable that represents estimated losses resulting from its customers’ failure to make
required payments. Company management evaluates the allowance for credit losses based on a review of current customer status and historical collection
experience along with current and reasonable supportable forecasts of future economic conditions.
Inventories
The Company values its inventory at the lower of cost or net realizable value. Cost is determined by the LIFO method for certain domestic finished product
inventories. 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 Company has applied these inventory cost valuation methods consistently from year to year.
®
The Company reduces the carrying value of its inventories to the lower of cost or net realizable value for excess or obsolete inventories based upon
assumptions about future demand and market conditions. If the Company were to determine that the estimated realizable value of its inventory is less than
the carrying value of such inventory, the Company would provide a reserve for such difference as a charge to cost of sales. If actual market conditions are
different from those projected, adjustments to those inventory reserves may be required. 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. 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.
46
Property, Plant and Equipment
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. Depreciation of
property, plant and equipment is computed using the straight-line method. The depreciable lives range from 14 to 20 years for buildings, from 5 to 15 years
for leasehold improvements, from 3 to 10 years for furniture, fixtures and equipment and from 3 to 5 years for software.
Leases
The Company’s leases consist primarily of corporate offices, retail stores, distribution centers, showrooms, vehicles and office equipment. The Company
leases assets in the normal course of business to meet its current and future needs while providing flexibility to its operations. The Company enters into
contracts with third parties to lease specifically identified assets. Most of the Company’s leases have contractually specified renewal periods. Most retail
store leases have early termination clauses that the Company can elect if stipulated sales amounts are not achieved. The Company determines the lease term
for each lease based on the terms of each contract and factors in renewal and early termination options if such options are reasonably certain to be
exercised.
Under FASB ASC Topic 842, Leases, the Company has elected the practical expedient to account for lease components and nonlease components
associated with individual leases as a single lease component for all of its leases. In addition, the Company has elected to account for multiple lease
components as a single lease component. The Company’s leases may include variable lease costs such as payments based on changes to an index, payments
based on a percentage of retail store sales, and maintenance, utilities, shared marketing or other service costs that are paid directly to the lessor under terms
of the lease. The Company recognizes variable lease payments when the amounts are incurred and determinable. The Company has elected to account for
leases of less than one year as short-term leases and accordingly does not recognize a right-of-use asset or lease liability for these leases. The Company
recognizes rent expense on a straight-line basis over the lease term.
The Company subleases certain portions of leased offices and distribution centers that exceed the Company’s current operational needs. Since the Company
utilizes the majority of the leased space and retains the obligation to the lessor, the underlying leases continue to be accounted for as operating leases.
Sublease income is recognized on a straight-line basis over the term of the sublease and is recognized in other expense (income), net on the consolidated
statements of operations.
The Company recognizes a lease liability in current and noncurrent liabilities equal to the present value of the fixed future lease payments using an
incremental borrowing rate as of the commencement date of each lease. The incremental borrowing rate is based on an interest rate that the Company
would normally pay to borrow on a collateralized basis over a similar term and an amount equal to the lease payments. The Company also recognizes a
right-of-use asset, which is equal to the lease liability as of December 31, 2022 adjusted for the remaining balance of accrued rent and unamortized lease
incentives.
Deferred Financing Costs
Deferred financing costs represent commitment fees, legal and other third-party costs associated with obtaining commitments for financing that result in a
closing of such financings for the Company. Deferred financing costs related to fixed term borrowings are recorded as a reduction of long-term debt in the
consolidated balance sheet. Deferred financing costs related to revolving credit facilities are recorded as an other noncurrent asset in the consolidated
balance sheet. These costs are amortized into earnings through interest expense over the terms of the respective agreements.
Derivatives
The Company follows FASB ASC Topic 815, Derivatives and Hedging ("ASC 815"), which requires that all derivative instruments be recorded on the
consolidated balance sheets at fair value by establishing criteria for designation and effectiveness of hedging relationships. The Company does not hold or
issue financial instruments for trading purposes. 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
Goodwill represents the excess of the purchase price over the fair value of net tangible and identifiable intangible assets of acquired businesses. Indefinite-
lived intangibles include trademarks and trade names. Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are subject to
impairment tests at least annually. The Company reviews the carrying
47
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. 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. Goodwill and indefinite-
lived intangibles are considered impaired if the recorded value exceeds the fair value.
The Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of goodwill and indefinite-lived
intangible asset are less than their carrying value. The Company would not be required to quantitatively determine the fair value unless the Company
determines, based on the qualitative assessment, that it is more likely than not that its fair value is less than the carrying value.
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. See Note 4 for information related to the results of the Company's annual test.
Impairment of Long-Lived Assets
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or an
asset group may not be recoverable. Each impairment test is based on a comparison of the carrying amount of the asset or asset group to the future
undiscounted net cash flows expected to be generated by the asset or asset group. 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.
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. ASC 820 requires fair value measurements to be classified and disclosed in one of the following three categories:
Level 1:
Fair value is measured using quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2:
Fair value is measured using either direct or indirect inputs, other than quoted prices included within Level 1, which are observable for
similar assets or liabilities.
Level 3:
Fair value is measured using valuation techniques in which one or more significant inputs are unobservable.
Environmental
The Company establishes a reserve for estimated environmental remediation costs based upon the evaluation of currently-available facts with respect to
each individual affected site. 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. 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. Environmental costs relating to existing conditions
caused by past operations that do not contribute to current or future revenues are expensed as incurred.
Assets related to potential recoveries from other responsible parties are recognized when a definitive agreement is reached and collection of cash is
realizable. Recoveries of covered losses under insurance policies are recognized only when realization of the claim is deemed probable.
The Company is subject to legal proceedings and claims related to the environmental matters described in Note 17. The Company routinely assesses the
legal and factual circumstances of each matter and the likelihood of any adverse outcomes in these matters, as well as ranges of possible losses.
Assessments of lawsuits and claims can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions. The
Company accrues an estimated liability for legal proceeding claims that are both probable and estimable and reserves may change in future periods due to
new developments in each matter. For further discussion, refer to Note 17.
48
Retirement Benefits
The determination of the obligation and expense for retirement benefits is dependent on the selection of certain actuarial assumptions used in calculating
such amounts. These assumptions include, among others, the discount rate, expected long-term rate of return on plan assets, mortality rates and rates of
increase in compensation. These assumptions are reviewed with the Company’s actuaries and updated annually based on relevant external and internal
factors and information, including, but not limited to, long-term expected asset returns, rates of termination, regulatory requirements and plan changes. See
Note 13 for additional information. The Company has elected to measure its defined benefit plan assets and obligations as of December 31 of each year,
regardless of the Company's actual fiscal year end date, which is the Saturday nearest to December 31.
Stock Based Compensation
The Company accounts for stock-based compensation in accordance with the fair value recognition provisions of ASC Topic 718, Compensation – Stock
Compensation. The Company generally grants restricted stock or units (“Restricted Awards”), performance-based restricted stock or units (“Performance
Awards”) and stock options under its stock-based compensation plans. All stock-based awards are accounted for based on their respective grant date fair
values. Compensation cost for all awards expected to vest is recognized over the vesting period, including accelerated recognition for retirement-eligible
employees.
Income Taxes
The provision for income taxes is based on the geographic dispersion of the earnings reported in the consolidated financial statements. A deferred income
tax asset or liability is determined by applying currently-enacted tax laws and rates to the cumulative temporary differences between the carrying values of
assets and liabilities for financial statement and income tax purposes. The effect on deferred tax assets and liabilities of a change in tax rates is recognized
in earnings in the period that includes the enactment date. A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely
than not to be realized. In the event the Company determines it is more likely than not that the deferred tax assets will not be realized in the future, the
valuation allowance adjustment to the deferred tax assets will be charged to earnings in the period in which the Company makes such a determination. The
Company includes Global Intangible Low Tax Income ("GILTI") as a current period tax expense when incurred.
The Company records an increase in liabilities for income tax accruals associated with tax benefits claimed on tax returns but not recognized for financial
statement purposes (unrecognized tax benefits). In determining whether an uncertain tax position exists, the Company determines, based solely on its
technical merits, whether the tax position is more likely than not to be sustained upon examination, and if so, a tax benefit is measured on a cumulative
probability basis that is more likely than not to be realized upon the ultimate settlement. The Company recognizes interest and penalties related to
unrecognized tax benefits through interest expense and income tax expense, respectively.
Foreign Currency
For most of the Company’s international subsidiaries, the local currency is the functional currency. Assets and liabilities of these subsidiaries are translated
into U.S. dollars at the year-end exchange rate. Operating statement amounts are translated at average exchange rates for each period. The cumulative
translation adjustments resulting from changes in exchange rates are included in the consolidated balance sheets as a component of accumulated other
comprehensive income (loss) in stockholders’ equity. Transaction gains and losses are included in the consolidated statements of operations and were not
material for fiscal years 2022, 2021 and 2020.
Business Combination
The Company accounts for business combinations using the acquisition method of accounting, which requires that once control is obtained, the
consolidated financial statements reflect the operations of an acquired business starting from the acquisition date.
All assets acquired and liabilities assumed are recorded at fair value as of the acquisition date. The Company allocates the purchase price of an acquired
business to the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed, with any excess purchase price recorded as
goodwill. Contingent consideration, if any, is included in the purchase price and is recognized at its fair value on the acquisition date. During the
measurement period, which is up to one year from the acquisition date, adjustments to the assets acquired and liabilities assumed may be recorded, with the
corresponding offset to goodwill.
The determination of fair values of identifiable assets and liabilities requires estimates and the use of valuation techniques and requires management to
make judgments that may involve the use of significant estimates. For intangible assets acquired in a business combination, the Company typically uses the
income method. Significant estimates used in valuing certain intangible
49
assets include, but are not limited to, the amount and timing of future cash flows, growth rates and discount rates, among other items. If the actual results
differ from the estimates and judgments used, the amounts recorded in the Consolidated Financial Statements may be exposed to potential impairment of
the intangible assets and goodwill as discussed in the "Goodwill and Indefinite-Lived Intangibles" accounting policy. For further discussion, refer to Note
19.
2. NEW ACCOUNTING STANDARDS
The FASB has issued the following Accounting Standards Update (“ASU”) that the Company has not yet adopted. The following is a summary of the new
standard.
Effect on the Financial Statements or Other
Significant Matters
The Company is evaluating the impact of the new
standard on its Consolidated Financial Statements.
Standard
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)
Description
Provides practical expedients for contract modifications and
certain hedging relationships associated with the transition
from reference rates that are expected to be discontinued. This
guidance is applicable for the Company’s borrowing
instruments under the amended senior credit facility, which use
LIBOR as a reference rate, and is available for adoption
effective immediately. but was previously only available
through December 31, 2022. In December 2022, in ASU 2022-
06, the FASB deferred the expiration date and extended the
relief in Topic 848 beyond the cessation date of USD LIBOR.
The new accounting rules must be adopted by December 31,
2024.
3. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
(In millions, except per share data)
Numerator:
Net earnings (loss) attributable to Wolverine World Wide, Inc.
Less: net earnings attributed to participating share-based awards
Net earnings (loss) used to calculate earnings per share
Denominator:
Weighted average shares outstanding
Adjustment for unvested restricted common stock
Shares used to calculate basic earnings per share
Effect of dilutive share-based awards
Shares used to calculate diluted earnings per share
Net earnings (loss) per share:
Basic
Diluted
2022
Fiscal Year
2021
2020
$
$
$
$
(188.3) $
(0.6)
(188.9) $
79.7
—
79.7
—
79.7
68.6 $
(1.1)
67.5 $
82.4
(0.1)
82.3
1.0
83.3
(2.37) $
(2.37) $
0.82 $
0.81 $
(136.9)
(0.8)
(137.7)
81.8
(0.8)
81.0
—
81.0
(1.70)
(1.70)
For fiscal years 2022, 2021 and 2020, 1,434,081, 605,774 and 1,179,088 outstanding stock options, respectively, have not been included in the denominator
for the computation of diluted earnings per share because they were anti-dilutive.
The Company has 2,000,000 authorized shares of $1 par value preferred stock, none of which was issued or outstanding as of December 31, 2022 or
January 1, 2022. 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 repurchased $81.3 million, $39.6 million and $21.0 million of Company common stock in fiscal years 2022, 2021 and 2020, respectively,
under stock repurchase plans. In addition to the stock repurchase program activity, the Company acquired $7.7 million, $14.1 million and $24.8 million of
Company common stock in fiscal years 2022, 2021 and 2020, respectively, in connection with employee transactions related to stock incentive plans.
50
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 Credit Agreement.
4. GOODWILL AND OTHER INTANGIBLE ASSETS
The changes in the carrying amount of goodwill are as follows:
(In millions)
Goodwill balance at beginning of the year
Acquisition of a business (see Note 19)
Impairment
Foreign currency translation effects
Goodwill balance at end of the year
Fiscal Year
2022
2021
556.6 $
—
(48.4)
(23.2)
485.0 $
442.4
118.9
—
(4.7)
556.6
$
$
In the fourth quarter of fiscal 2022, after completion of its annual impairment testing, the Company recognized a $48.4 million goodwill impairment charge
to the Sweaty Betty reporting unit. The impairment was due to an increase in the discount rates used in the valuation. The Company did not recognize any
goodwill impairment charges during fiscal years 2021 and 2020.
®
The Company’s indefinite-lived intangible assets, which comprise trade names and trademarks, totaled $274.0 million and $718.1 million as of
December 31, 2022 and January 1, 2022, respectively. 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 impairment
charge for the Sperry trade name 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. The impairment charge for the Sweaty Betty trade name resulted from reductions in future cash flow
assumptions due to an increase in the discount rate used in the valuation. In the fourth quarter of fiscal 2020, after the completion of the annual impairment
testing, the Company recognized a $222.2 million impairment charge for the Sperry trade name.
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The Sperry and Sweaty Betty trade names were valued using the income approach, specifically the multi-period excess earnings method. The Sweaty
Betty reporting unit fair value was estimated using both income-based and market-based valuation methods. The key assumptions used in the valuations
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 Sperry and Sweaty Betty trade names and
Sweaty Betty goodwill depend on key assumptions used in the determination of the trade name's and Sweaty Betty reporting unit's fair value, such as
revenue growth, EBITDA margin, discount rate, and assumed tax rate, or macroeconomic conditions that could adversely affect the value of the Company's
Sperry and Sweaty Betty trade names and Sweaty Betty reporting unit. A future impairment charge of the Sperry trade name or Sweaty Betty trade
name and 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 Sperry and Sweaty Betty trade names indefinite-lived intangible assets was $105.3 million and $94.1 million, respectively, as of
December 31, 2022.
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Amortizable intangible assets are amortized using the straight-line method over their estimated useful lives. The combined gross carrying values and
accumulated amortization for these amortizable intangibles are as follows:
(In millions)
Customer relationships
Other
Total
Gross carrying
value
Accumulated
amortization
Net
December 31, 2022
$
$
118.4 $
22.2
140.6 $
55.2 $
18.0
73.2 $
63.2
4.2
67.4
Average remaining
life (years)
10
3
51
(In millions)
Customer relationships
Other
Total
January 1, 2022
Gross carrying
value
Accumulated
amortization
Net
$
$
119.9 $
20.3
140.2 $
49.1 $
16.5
65.6 $
70.8
3.8
74.6
Average remaining
life (years)
11
3
Amortization expense for these amortizable intangible assets was $7.9 million, $8.4 million and $7.1 million for fiscal years 2022, 2021 and 2020,
respectively. Estimated aggregate amortization expense for such intangibles for the fiscal years subsequent to December 31, 2022 is as follows:
(In millions)
Amortization expense
2023
2024
2025
2026
2027
$
7.6 $
7.3 $
7.0 $
6.7 $
6.4
5. ACCOUNTS RECEIVABLE
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. The parties intend that the transfers of receivables to the Purchasers constitute purchases
and sales of receivables. Rockford ARS has guaranteed to each Purchaser the prompt payment of sold receivables, and has granted a security interest in its
assets for the benefit of the Purchasers. Under the RPA, which matures on December 5, 2025 each Purchaser’s share of capital accrues yield at a floating
rate plus an applicable margin. The Company is the master servicer under the RPA, and is responsible for administering and collecting receivables.
The proceeds of the RPA are classified as operating activities in the Company's Consolidated Statement of Cash Flows. Cash received from collections of
sold receivables may be used to fund additional purchases of receivables on a revolving basis or to return all or any portion of outstanding capital of the
Purchasers. 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 $218.2 million and total cash collections under the RPA were $75.5 million in fiscal year 2022. 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.
As of the fiscal year ended December 31, 2022, the amount sold to the Purchasers was $142.7 million, which was derecognized from the Consolidated
Balance Sheets. As collateral against sold receivables, Rockford ARS maintains a certain level of unsold receivables, which was $70.0 million as of the
fiscal year ended December 31, 2022.
6.
REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue Recognition and Performance Obligations
The Company provides disaggregated revenue for the wholesale and direct-to-consumer sales channels, which are reconciled to the Company’s reportable
segments. The wholesale channel includes royalty revenues, which operates in a similar manner as
52
other wholesale revenues due to similar oversight and management, customer base, the performance obligation (footwear and apparel goods) and point in
time completion of the performance obligation.
(in millions)
Active Group:
Wholesale
Direct-to-consumer
Total
Work Group:
Wholesale
Direct-to-consumer
Total
Lifestyle Group:
Wholesale
Direct-to-consumer
Total
Other:
Wholesale
Direct-to-consumer
Total
Total revenue
2022
Fiscal Year
2021
2020
$
$
1,086.6 $
483.6
1,570.2
930.7 $
388.9
1,319.6
532.0
58.5
590.5
304.0
143.5
447.5
487.3
61.5
548.8
305.6
171.4
477.0
70.4
6.2
76.6
2,684.8 $
63.6
5.9
69.5
2,414.9 $
682.9
226.4
909.3
372.0
53.4
425.4
263.4
143.6
407.0
45.3
4.1
49.4
1,791.1
The Company has agreements to license symbolic intellectual property with minimum guarantees or fixed consideration. The Company is due $11.1
million of remaining fixed transaction price under its license agreements as of December 31, 2022, which it expects to recognize per the terms of its
contracts over the course of time through December 2026. The Company has elected to omit the remaining variable consideration under its license
agreements given the Company recognizes revenue equal to what it has the right to invoice and that amount corresponds directly with the value to the
customer of the Company’s performance to date.
Reserves for Variable Consideration
Revenue is recorded at the net sales price (“transaction price”), which includes estimates of variable consideration for which reserves are established.
Components of variable consideration include trade discounts and allowances, product returns, customer markdowns, customer rebates and other sales
incentives relating to the sale of the Company’s products. These reserves, as detailed below, are based on the amounts earned, or to be claimed on the
related sales. These estimates take into consideration a range of possible outcomes, which are probability-weighted in accordance with the expected value
method for relevant factors such as current contractual and statutory requirements, specific known market events and trends, industry data and forecasted
customer buying and payment patterns. Overall these reserves reflect the Company’s best estimates of the amount of consideration to which it is entitled
based on the terms of the respective underlying contracts. Revenue recognized during fiscal years 2022 and 2021 related to the Company’s contract
liabilities was nominal.
The Company’s contract balances are as follows:
(In millions)
Product returns reserve
Customer markdowns reserve
Other sales incentives reserve
Customer rebates liability
Customer advances liability
December 31,
2022
January 1,
2022
$
15.3 $
2.6
3.3
19.8
9.1
16.6
2.3
3.4
17.0
6.8
The amount of variable consideration included in the transaction price may be constrained and is included in the net sales price only to the extent that it is
probable that a significant reversal in the amount of the cumulative revenue recognized under the contract will not occur in a future period. Actual amounts
of consideration ultimately received may differ from initial estimates.
53
If actual results in the future vary from initial estimates, the Company subsequently adjusts these estimates, which would affect net revenue and earnings in
the period such variances become known.
Product Returns
Consistent with industry practice, the Company offers limited product return rights for various return scenarios. The Company estimates the amount of
product sales that may be returned by customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized,
and an offsetting increase to other accrued liabilities on the consolidated balance sheets. The Company believes there is sufficient current and historical
information to record an estimate of the expected value of product returns although actual returns could differ from recorded amounts. The estimated cost
of inventory for product returns is recorded in prepaid expenses and other current assets on the consolidated balance sheets. The estimated cost of inventory
for product returns was $6.7 million and $6.1 million at December 31, 2022 and January 1, 2022, respectively.
Customer Markdowns
Markdowns represent the estimated reserve resulting from commitments to sell products to the Company’s customers at prices lower than the list prices
charged to customers who directly purchase the product from the Company. Customers charge the Company for the difference between what they pay for
the product and the ultimate selling price to the end consumer. The reserve is established in the same period that the related revenue is recognized, resulting
in a reduction of product revenue and a reduction to trade receivables, net on the consolidated balance sheets.
Other Sales Incentives
The Company accrues for other customer allowances for certain customers that purchase required volumes or meet other criteria. These reserves are
established in the same period that the related revenue is recognized, resulting in a reduction of product revenue and a reduction to trade receivables, net on
the consolidated balance sheets depending on the nature of the item.
Customer Rebates
The Company accrues for customer rebates related to customers who purchase required volumes or meet other criteria. These reserves are established in the
same period that the related revenue is recognized, resulting in a reduction of product revenue and an establishment of a current liability on the
consolidated balance sheets.
Customer Advances
The Company recognizes a liability for amounts received from customers before revenue is recognized. Customer advances are recognized in other accrued
liabilities on the consolidated balance sheets.
7.
INVENTORIES
The Company used the LIFO method to value inventories of $109.8 million and $42.0 million at December 31, 2022 and January 1, 2022, respectively.
During fiscal years 2022 and 2021, changes in the LIFO reserve increased cost of goods sold by $3.0 million and $0.5 million, respectively. If the FIFO
method had been used, inventories would have been $11.0 million and $8.0 million higher than reported at December 31, 2022 and January 1, 2022,
respectively.
8. DEBT
Total debt consists of the following obligations:
(In millions)
Term Facility, due October 21, 2026
Senior Notes, 4.000% interest, due August 15, 2029
Borrowings under revolving credit agreements
Unamortized deferred financing costs
Total debt
December 31,
2022
January 1,
2022
$
$
190.0 $
550.0
425.0
(7.0)
1,158.0 $
200.0
550.0
225.0
(8.2)
966.8
On October 21, 2021, the Company entered into a 2021 Replacement Facility Amendment and Reaffirmation Agreement (the “Amendment”) of its credit
facility (as amended and restated, the "Credit Agreement"). The Amendment amended and restated the prior credit agreement to, among other things: (i)
provide for a term loan A facility (the “Term Facility”) in an aggregate principal amount of $200.0 million, which replaced the existing term loan A; (ii)
provide for an increased revolving credit facility (the “Revolving Facility” and, together with the Term Facility, the “Senior Credit Facilities”) with total
commitments of $1.0 billion, an increase of $200.0 million from the existing Revolving Facility; and (iii) set the LIBOR floor to 0.000%, a
54
decrease of 0.750% from the existing Senior Credit Facilities. The maturity date of the loans under the Senior Credit Facilities was extended to October 21,
2026. The Amendment provides for a debt capacity of up to an aggregate debt amount (including outstanding term loan principal and revolver commitment
amounts in addition to permitted incremental debt) not to exceed $2.0 billion unless certain specified conditions set forth in the Credit Agreement are met.
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 31, 2022 and are recorded as current maturities of long-term debt on the
consolidated balance sheets.
The Revolving Facility allows the Company to borrow up to an aggregate amount of $1.0 billion. The Revolving Facility also includes a $100.0 million
swingline subfacility and a $50.0 million letter of credit subfacility. The Company had outstanding letters of credit under the Revolving Facility of $5.7
million and $5.8 million as of December 31, 2022 and January 1, 2022, respectively. These outstanding letters of credit reduce the borrowing capacity
under the Revolving Facility.
The interest rates applicable to amounts outstanding under Term Facility and to U.S. dollar denominated amounts outstanding under the Revolving Facility
are, at the Company’s option, either (1) the Alternate Base Rate plus an Applicable Margin as determined by the Company’s Consolidated Leverage Ratio,
within a range of 0.125% to 1.000%, or (2) the Eurocurrency Rate plus an Applicable Margin as determined by the Company’s Consolidated Leverage
Ratio, within a range of 1.125% to 2.000% (all capitalized terms used in this sentence are as defined in the Credit Agreement). At December 31, 2022, the
Term Facility and the Revolving Facility had a weighted-average interest rate of 4.86%.
The obligations of the Company pursuant to the Credit Agreement are guaranteed by substantially all of the Company’s material domestic subsidiaries and
secured by substantially all of the personal and real property of the Company and its material domestic subsidiaries, subject to certain exceptions.
The Senior Credit Facilities also contain certain affirmative and negative covenants, including covenants that limit the ability of the Company and its
Restricted Subsidiaries to, among other things: incur or guarantee indebtedness; incur liens; pay dividends or repurchase stock; enter into transactions with
affiliates; consummate asset sales, acquisitions or mergers; 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. Further, the Senior Credit Facilities require
compliance with the following financial covenants: a maximum Consolidated Leverage Ratio and a minimum Consolidated Interest Coverage Ratio (all
capitalized terms used in this paragraph are as defined in the Senior Credit Facilities). As of December 31, 2022, the Company was in compliance with all
covenants and performance ratios under the Senior Credit Facilities.
On August 26, 2021, the Company issued $550.0 million aggregate principal debt amount of 4.000% senior notes due on August 15, 2029. Related interest
payments are due semi-annually beginning February 15, 2022. The senior notes are guaranteed by substantially all of the Company’s domestic subsidiaries.
The proceeds from the senior notes were used to extinguish the Company’s $250.0 million senior notes due on September 1, 2026 and $300.0 million
senior notes due on May 15, 2025. The Company incurred $34.0 million of debt extinguishment and other costs in connection with the extinguishment of
the senior notes, of which $28.4 million is related to redemption premiums and $5.6 million is related to the write-off of capitalized financing fees.
The Company has a foreign revolving credit facility with aggregate available borrowings of $2.0 million that are uncommitted and, therefore, each
borrowing against the facility is subject to approval by the lender. There were no borrowings against this facility as of December 31, 2022 and January 1,
2022.
The Company included in interest expense the amortization of deferred financing costs of $2.0 million, $2.3 million, and $2.7 million in fiscal years 2022,
2021 and 2020, respectively.
Annual maturities of debt for the fiscal years subsequent to December 31, 2022 are as follows:
(In millions)
Annual maturities of debt
2023
2024
2025
2026
2027
Thereafter
$
435.0 $
10.0 $
10.0 $
160.0 $
— $
550.0
55
9. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following:
(In millions)
Land
Buildings and leasehold improvements
Furniture, fixtures and equipment
Software
Gross cost
Less: accumulated depreciation
Property, plant and equipment, net
December 31,
2022
January 1, 2022
$
$
3.9 $
121.8
170.2
76.4
372.3
236.1
136.2 $
3.9
122.2
144.7
77.3
348.1
219.1
129.0
34.5
12.3
1.3
(6.5)
41.6
Depreciation expense was $26.7 million, $24.8 million and $25.7 million for fiscal years 2022, 2021 and 2020, respectively.
10. LEASES
The following is a summary of the Company’s lease cost.
(In millions)
Operating lease cost
Variable lease cost
Short-term lease cost
Sublease income
Total lease cost
The following is a summary of the Company’s supplemental cash flow information related to leases.
(In millions)
Cash paid for operating lease liabilities
Operating lease assets obtained in exchange for lease liabilities
$
$
$
Fiscal Year
2022
2021
36.0 $
14.5
3.1
(8.3)
45.3 $
Fiscal Year
2022
2021
39.5 $
72.5
38.5
14.6
The weighted-average discount rate for operating leases as of December 31, 2022 is 5.1%. The weighted-average remaining lease term for operating leases
as of December 31, 2022 is 8.2 years. Future undiscounted cash flows for operating leases for the fiscal periods subsequent to December 31, 2022 are as
follows:
(In millions)
2023
2024
2025
2026
2027
Thereafter
Total future payments
Less: imputed interest
Recognized lease liability
Operating Leases
38.6
33.1
27.7
24.8
22.3
90.0
236.5
43.8
192.7
$
$
The Company did not enter into any real estate leases with commencement dates subsequent to December 31, 2022.
11. DERIVATIVE FINANCIAL INSTRUMENTS
The Company utilizes foreign currency forward exchange contracts designated as cash flow hedges to manage the volatility associated primarily with U.S.
dollar inventory purchases made by non-U.S. wholesale operations in the normal course of
56
business. These foreign currency forward exchange hedge contracts extended out to a maximum of 524 days and 538 days as of December 31, 2022 and
January 1, 2022, respectively. If, in the future, the foreign exchange contracts are determined not to be highly effective or are terminated before their
contractual termination dates, the Company would remove the hedge designation from those contracts and reclassify into earnings the unrealized gains or
losses that would otherwise be included in accumulated other comprehensive income (loss) within stockholders’ equity. During fiscal 2020, the Company
reclassified $0.6 million to other income for foreign currency derivatives that were no longer deemed highly effective.
The Company also utilizes foreign currency forward exchange contracts that are not designated as hedging instruments to manage foreign currency
transaction exposure. Foreign currency derivatives not designated as hedging instruments are offset by foreign exchange gains or losses resulting from the
underlying exposures of foreign currency denominated assets and liabilities.
The Company has an interest rate swap arrangement, which unless otherwise terminated, will mature on May 30, 2025. This agreement, which exchanges
floating rate interest payments for fixed rate interest payments over the life of the agreement without the exchange of the underlying notional amounts, has
been designated as a cash flow hedge of the underlying debt. The notional amount of the interest rate swap arrangement is used to measure interest to be
paid or received and does not represent the amount of exposure to credit loss. The differential paid or received on the interest rate swap arrangement is
recognized as interest expense, net. In accordance with ASC 815, the Company has formally documented the relationship between the interest rate swap
and the variable rate borrowing, as well as its risk management objective and strategy for undertaking the hedge transactions. This process included linking
the derivative to the specific liability or asset on the balance sheet. The Company also assessed at the inception of the hedge, and continues to assess on an
ongoing basis, whether the derivative used in the hedging transaction is highly effective in offsetting changes in the cash flows of the hedged item.
The Company had a cross currency swap to minimize the impact of exchange rate fluctuations which matured on September 1, 2021. Changes in fair value
related to movements in the foreign currency exchange spot rate were recorded in accumulated other comprehensive income (loss), offsetting the currency
translation adjustment related to the underlying net investment that was also recorded in accumulated other comprehensive income (loss). All other changes
in fair value were recorded in interest expense.
The notional amounts of the Company’s derivative instruments are as follows:
(Dollars in millions)
Foreign exchange hedge contracts
Interest rate swap
The recorded fair values of the Company’s derivative instruments are as follows:
(In millions)
Financial assets:
Foreign exchange hedge contracts
Interest rate swap
Financial liabilities:
Foreign exchange hedge contracts
Interest rate swap
December 31,
2022
January 1,
2022
334.2
176.2
$
296.7
311.3
December 31,
2022
January 1,
2022
$
$
7.5
6.1
(1.3)
—
5.9
—
(1.0)
(0.1)
$
$
$
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.
12. STOCK-BASED COMPENSATION
The Company recognized stock-based compensation expense of $33.4 million, $38.1 million and $28.9 million and related income tax benefits of $6.5
million, $7.5 million and $5.6 million for grants under its stock-based compensation plans in the statements of operations for fiscal years 2022, 2021 and
2020, respectively.
As of December 31, 2022, the Company had 5,543,811 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"). Each stock option or stock
appreciation right granted counts as 1.0 stock incentive unit. Stock options
57
granted under the Stock Plan have an exercise price equal to the fair market value of the underlying stock on the grant date, expire no later than ten years
from the grant date and generally vest over three years. All other awards granted, including Restricted Awards and Performance Awards, count as 2.6 stock
incentive units for each share, restricted share or restricted stock unit granted. Restricted Awards issued under the Stock Plan are subject to certain
restrictions, including a prohibition against any sale, transfer or other disposition by the officer or employee during the vesting period (except for certain
transfers for estate planning purposes for certain officers), and a requirement to forfeit all or a certain portion of the award upon certain terminations of
employment. These restrictions typically lapse over a three - to four- year period from the date of the award. The Company has elected to recognize
expense for these stock-based incentive plans ratably over the vesting term on a straight-line basis. Certain option and restricted awards provide for
accelerated vesting under various scenarios, including retirement, death and disability, and upon a change in control of the Company. Awards issued to
employees that meet the specified retirement age and service requirements are vested upon the employee's retirement in accordance with plan provisions
and the applicable award agreements issued under the Stock Plan. The Company issues shares to plan participants upon exercise or vesting of stock-based
incentive awards from either authorized, but unissued shares or treasury shares.
The Board of Directors awards an annual grant of Performance Awards to certain plan participants. The number of Performance Awards that will be earned
(and eligible to vest) during the performance period will depend on the Company’s level of success in achieving two specifically identified performance
targets. Any portion of the Performance Awards that are not earned by the end of the three-year measurement period will be forfeited. The final
determination of the number of Performance Awards to be issued in respect to an award is determined by the Compensation Committee of the Company’s
Board of Directors.
Restricted Awards and Performance Awards
A summary of the unvested Restricted Awards and Performance Awards is as follows:
Unvested at December 28, 2019
Granted
Vested
Forfeited
Unvested at January 2, 2021
Granted
Vested
Forfeited
Unvested at January 1, 2022
Granted
Vested
Forfeited
Unvested at December 31, 2022
Restricted
Awards
Weighted-
Average
Grant Date
Fair Value
Performance
Awards
Weighted-
Average
Grant Date
Fair Value
1,618,916 $
1,416,117
(1,122,811)
(268,205)
1,644,017 $
654,898
(981,681)
(109,234)
1,208,000 $
980,456
(452,448)
(219,530)
1,516,478 $
27.36
22.59
22.07
29.67
26.39
34.64
22.78
32.75
33.62
25.86
33.37
30.05
28.95
1,127,102 $
455,207
(451,334)
(125,653)
1,005,322 $
630,996
(181,657)
(690,246)
764,415 $
437,253
(343,290)
(83,724)
774,654 $
31.94
34.00
23.51
35.91
35.25
38.02
35.03
35.71
35.69
27.40
37.06
27.31
34.14
As of December 31, 2022, there was $19.4 million of unrecognized compensation expense related to unvested Restricted Awards, which is 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 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 January 2, 2021, there was $18.5 million of unrecognized compensation expense related to unvested Restricted Awards,
which was expected to be recognized over a weighted-average period of 1.5 years. The total fair value of Restricted Awards vested during the year ended
January 2, 2021 was $35.0 million.
As of December 31, 2022, there was $10.8 million of unrecognized compensation expense related to unvested Performance Awards, which is expected to
be recognized over a weighted-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. 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 weighted-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 January 2, 2021, there was $1.4 million of unrecognized compensation expense related to unvested Performance
Awards, which was expected to be recognized over a weighted-average period of 1.4 years. The total fair value of Performance Awards vested during the
year ended January 2, 2021 was $28.0 million.
58
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, $11.14 and $8.20 per share for fiscal years 2022, 2021 and 2020, respectively.
A summary of the stock option transactions is as follows:
Outstanding at December 28, 2019
Granted
Exercised
Canceled
Outstanding at January 2, 2021
Granted
Exercised
Canceled
Outstanding at January 1, 2022
Granted
Exercised
Canceled
Outstanding at December 31, 2022
Unvested at December 31, 2022
Exercisable at December 31, 2022
Shares Under Option
Weighted-Average
Exercise Price
4,033,107 $
28,171
(788,883)
(12,990)
3,259,405 $
23,610
(776,850)
(17,353)
2,488,812 $
20,171
(74,482)
(101,091)
2,333,410 $
(36,909)
2,296,501 $
21.41
32.85
18.39
25.39
22.22
34.22
22.11
33.79
22.29
25.19
18.26
22.57
22.43
22.33
Average Remaining
Contractual Term
(Years)
Aggregate Intrinsic
Value
(In millions)
4.4 $
49.8
3.9 $
29.7
3.2 $
16.7
2.4 $
2.3 $
—
—
The total pretax intrinsic value of stock options exercised during fiscal years 2022, 2021 and 2020 was $0.4 million, $11.4 million and $9.3 million,
respectively. As of December 31, 2022, there was $0.1 million of unrecognized compensation expense related to stock option grants expected to be
recognized over a weighted-average period of 0.9 years. As of January 1, 2022 and January 2, 2021, there was $0.2 million and $0.1 million, respectively,
of unrecognized compensation expense related to stock option awards expected to be recognized over a weighted-average period of 1.3 years and 0.9 years,
respectively.
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 of 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 31, 2022, based on the
Company’s closing stock price of $10.93 per share. As of January 1, 2022, 2,247,575 outstanding options were exercisable and in-the-money, with a
weighted-average exercise price of $21.70 per share.
13. RETIREMENT PLANS
The Company has two non-contributory, defined benefit pension plans that provide retirement benefits to less than half of its domestic employees. The
Company’s principal defined benefit pension plan, which is closed to new participants, provides benefits based on the employee’s years of service and final
average earnings. The second plan is closed to new participants and no longer accrue future benefits.
The Company has a Supplemental Executive Retirement Plan (the “SERP”) for certain current and former employees that entitles a participating employee
to receive payments from the Company following retirement based on the employee’s years of service and final average earnings (as defined in the SERP).
Under the SERP, the employees can elect early retirement with a corresponding reduction in benefits. The Company also has individual deferred
compensation agreements with certain former employees that entitle those employees to receive payments from the Company following retirement,
generally for the duration of their lives. The Company maintains life insurance policies with a cash surrender value of $46.6 million at December 31, 2022
and $45.6 million at January 1, 2022 recognized as other assets on the consolidated balance sheets that are intended to partially fund deferred compensation
benefits under the SERP and deferred compensation agreements.
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
59
contributions to the defined contribution plans of $5.6 million, $5.2 million and $4.2 million in fiscal years 2022, 2021 and 2020, respectively.
The Company also has certain defined contribution plans at foreign subsidiaries. Contributions to these plans were $1.5 million, $1.4 million and $1.3
million in fiscal years 2022, 2021 and 2020, respectively. 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 $0.8 million at December 31, 2022 and $1.0 million at January 1, 2022 and was
recognized as a deferred compensation liability on the consolidated balance sheets.
The following summarizes the status of and changes in the Company’s assets and related obligations for its pension plans (which include the Company’s
defined benefit pension plans and the SERP) for the fiscal years 2022 and 2021:
(In millions)
Change in projected benefit obligations:
Projected benefit obligations at beginning of the year
Service cost pertaining to benefits earned during the year
Interest cost on projected benefit obligations
Actuarial gains
Benefits paid to plan participants
Projected benefit obligations at end of the year
Change in fair value of pension assets:
Fair value of pension assets at beginning of the year
Actual return (loss) on plan assets
Company contributions - SERP
Benefits paid to plan participants
Fair value of pension assets at end of the year
Funded status
Amounts recognized in the consolidated balance sheets:
Current liabilities
Accrued pension liabilities
Net amount recognized
Funded status of pension plans and SERP (supplemental):
Funded status of qualified defined benefit plans and SERP
Nonqualified trust assets (cash surrender value of life insurance) recorded in other assets and intended to
satisfy the projected benefit obligation of unfunded SERP obligations
Net funded status of pension plans and SERP (supplemental)
Fiscal Year
2022
2021
$
$
$
$
$
$
$
$
$
434.3 $
5.3
13.2
(107.8)
(16.8)
328.2 $
323.0 $
(58.7)
3.8
(16.7)
251.4 $
(76.8) $
(3.9) $
(72.9)
(76.8) $
(76.8) $
38.8
(38.0) $
455.8
6.9
12.8
(26.6)
(14.6)
434.3
305.0
30.1
2.5
(14.6)
323.0
(111.3)
(3.9)
(107.4)
(111.3)
(111.3)
38.0
(73.3)
Unrecognized net actuarial loss recognized in accumulated other comprehensive income was $1.8 million and $41.8 million, and amounts net of tax were
$1.7 million and $33.2 million, as of December 31, 2022 and January 1, 2022, respectively. The accumulated benefit obligations for all defined benefit
pension plans and the SERP were $315.9 million at December 31, 2022 and $416.1 million at January 1, 2022. The decrease in benefit obligation for fiscal
2022 was the result of actuarial gains caused by changes to the discount rate. The actuarial gain included in accumulated other comprehensive loss and
expected to be recognized in net periodic pension income during fiscal 2023 is $0.7 million.
60
The following is a summary of net pension and SERP expense recognized by the Company:
(In millions)
Service cost pertaining to benefits earned during the year
Interest cost on projected benefit obligations
Expected return on pension assets
Net amortization loss
Net pension expense
Less: SERP expense
Qualified defined benefit pension plans expense
2022
Fiscal Year
2021
2020
5.3 $
13.2
(20.5)
11.3
9.3 $
3.8
5.5 $
6.9 $
12.8
(19.5)
13.8
14.0 $
5.7
8.3 $
6.4
14.2
(18.7)
6.6
8.5
5.2
3.3
$
$
$
The non-service cost components of net pension expense is recorded in the Other expense (income), net line item on the consolidated statements of
operations and comprehensive income.
The weighted-average actuarial assumptions used to determine the benefit obligation amounts and the net periodic benefit cost for the Company’s pension
and post-retirement plans are as follows:
Weighted-average assumptions used to determine benefit obligations at fiscal year-end:
Discount rate
Rate of compensation increase - pension
Rate of compensation increase - SERP
Weighted average assumptions used to determine net periodic benefit cost for the years ended:
Discount rate
Expected long-term rate of return on plan assets
Rate of compensation increase - pension
Rate of compensation increase - SERP
Fiscal Year
2022
5.56%
4.13%
7.00%
3.09%
6.87%
4.18%
7.00%
2021
3.09%
4.18%
7.00%
2.85%
6.75%
4.18%
7.00%
Unrecognized net actuarial losses exceeding certain corridors are amortized over one of two amortization periods, based on each plan's election. The
amortization period is either a five-year period, unless the minimum amortization method based on average remaining service periods produces a higher
amortization; or, over the average remaining service period of participants expected to receive benefits. The Company utilizes a bond matching calculation
to determine the discount rate. A hypothetical bond portfolio is created based on a presumed purchase of high-quality corporate bonds with maturities that
match the plan’s expected future cash outflows. The discount rate is the resulting yield of the hypothetical bond portfolio. The discount rate is used in the
calculation of the year-end pension liability and the service and interest cost for the subsequent year.
The long-term rate of return is based on overall market expectations for a balanced portfolio with an asset mix similar to the Company’s, utilizing historic
returns for broad market and fixed income indices. The Company’s investment policy for plan assets uses a blended approach of U.S. and foreign equities
combined with U.S. fixed income investments. The target investment allocations as of December 31, 2022 were 43% in equity securities and 57% in fixed
income securities. Within the equity and fixed income classifications, the investments are diversified. The Company’s asset allocations by asset category
and fair value measurement are as follows:
(In millions)
Equity securities
Fixed income securities
Real Estate
Cash
Other
Fair value of plan assets
December 31, 2022
January 1, 2022
Total
% of Total
Total
% of Total
$
$
1
1
1
2
112.2
90.0
—
46.6
2.6
251.4
44.7 % $
35.8 %
— %
18.5 %
1.0 %
100.0 % $
1
1
1
2
181.3
118.9
19.9
—
2.9
323.0
56.1 %
36.8 %
6.2 %
— %
0.9 %
100.0 %
1
In accordance with ASC 820, Fair Value Measurement (“ASC 820”), certain investments are measured at fair value using the net asset value per share
as a practical expedient. These assets have not been classified in the fair value hierarchy.
61
2
In accordance with ASC 820, investments have been measured using valuation techniques in which one or more significant inputs are unobservable
(Level 3). See Note 1 for additional information.
The Company does not expect to make any contributions to its qualified defined benefit pension plans in fiscal 2023 and expects to make $3.9 million in
contributions to the SERP in fiscal 2023.
Expected benefit payments for the fiscal years subsequent to December 31, 2022 are as follows:
(In millions)
Expected benefit payments
14. INCOME TAXES
2023
2024
2025
2026
2027
2028-2032
$
18.3 $
19.0 $
19.6 $
20.3 $
20.9 $
112.2
The geographic components of earnings (loss) before income taxes are as follows:
(In millions)
United States
Foreign
Earnings (loss) before income taxes
The provisions for income tax expense (benefit) consist of the following:
(In millions)
Current expense:
Federal
State
Foreign
Deferred expense (benefit):
Federal
State
Foreign
Income tax expense (benefit)
2022
(94.6) $
(158.3)
(252.9) $
$
$
Fiscal Year
2021
22.7 $
57.6
80.3 $
2020
(218.6)
34.5
(184.1)
2022
Fiscal Year
2021
2020
$
$
22.7 $
4.0
28.2
(52.9)
(4.9)
(60.9)
(63.8) $
14.6 $
2.5
15.0
(17.1)
(1.8)
0.1
13.3 $
0.7
0.6
8.3
(51.6)
(4.4)
0.9
(45.5)
62
A reconciliation of the Company’s total income tax expense and the amount computed by applying the statutory federal income tax rate to earnings before
income taxes is as follows:
(In millions)
Income taxes at U.S. statutory rate of 21%
State income taxes, net of federal income tax
Foreign earnings taxed at rates different from the U.S. statutory rate:
Hong Kong
Other
Adjustments for uncertain tax positions
Change in valuation allowance
Tax impact of impairment in foreign jurisdiction
Global Intangible Low Tax Income tax
Foreign Derived Intangible Income tax benefit
Non-deductible executive compensation
Permanent adjustments related to employee share based compensation
Deferred tax on future cash dividends
Income tax audit adjustments
Deferred adjustment for income tax audit
Other Permanent adjustments and non-deductible expenses
Other
Income tax expense (benefit)
2022
$
$
(53.1) $
(2.3)
(14.2)
2.1
(0.9)
2.1
3.0
3.8
(8.2)
3.3
1.6
(0.2)
—
—
(1.4)
0.6
(63.8) $
Fiscal Year
2021
2020
16.9 $
(1.1)
(7.2)
3.1
(1.3)
2.2
—
3.2
(3.7)
5.2
(3.7)
(0.9)
2.5
(1.2)
(0.3)
(0.4)
13.3 $
(38.7)
(8.1)
(3.3)
1.2
(1.4)
4.7
—
2.5
(1.6)
1.6
(4.6)
1.0
—
—
1.0
0.2
(45.5)
Significant components of the Company’s deferred income tax assets and liabilities are as follows:
(In millions)
Deferred income tax assets:
Accounts receivable and inventory valuation allowances
Deferred compensation accruals
Accrued pension expense
Stock-based compensation
Net operating loss and foreign tax credit carryforwards
Book over tax depreciation and amortization
Tenant lease expenses
Environmental reserve
Other
Total gross deferred income tax assets
Less valuation allowance
Net deferred income tax assets
Deferred income tax liabilities:
Intangible assets
Tax over book depreciation and amortization
Other
Total deferred income tax liabilities
Net deferred income tax liabilities
December 31,
2022
January 1,
2022
$
$
18.1 $
4.3
18.7
9.1
19.9
0.5
4.3
28.3
6.5
109.7
(26.7)
83.0
(76.2)
(9.4)
(8.2)
(93.8)
(10.8) $
5.2
7.2
25.7
8.2
18.5
0.4
4.0
33.7
9.5
112.4
(24.6)
87.8
(190.6)
(9.3)
(5.0)
(204.9)
(117.1)
63
The valuation allowance for deferred income tax assets as of December 31, 2022 and January 1, 2022 was $26.7 million and $24.6 million, respectively.
The net increase in the total valuation allowance during fiscal 2022 was $2.1 million. The valuation allowance for both years is primarily related to U.S.
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 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. The current year change in the valuation allowance
results in a decrease against the state deferred tax assets of $0.3 million, an increase related to state net operating loss carryforward of $0.3 million, and a
net increase relating to the foreign net operating losses and foreign tax credits and other deferred tax assets of $2.1 million.
At December 31, 2022, the Company had foreign net operating loss carryforwards of $33.7 million, which have expirations ranging from 2023 to an
unlimited term during which they are available to offset future foreign taxable income. The Company had U.S. federal net operating loss carryforwards,
state net operating loss carryforwards and Internal Revenue Code section 163(j) interest expense carryforwards of $15.7 million, $224.7 million and $43.6
million respectively, which have expirations ranging from 2023 to an unlimited term during which they are available to offset future state taxable income.
The Company also had tax credit carryforwards in foreign jurisdictions of $2.7 million, which are available for an unlimited carryforward period to offset
future foreign taxes.
The following table summarizes the activity related to the Company’s unrecognized tax benefits:
(In millions)
Unrecognized tax benefits at beginning of the year
Increases related to current year tax positions
Decreases related to prior year positions
Decreases relating to settlements with taxing authorities
Decrease due to lapse of statute
Unrecognized tax benefits at end of the year
Fiscal Year
2022
2021
10.9 $
0.2
(1.1)
(0.5)
(0.5)
9.0 $
5.5
7.8
(0.9)
(1.4)
(0.1)
10.9
$
$
The portion of the unrecognized tax benefits that, if recognized currently, would reduce the annual effective tax rate was $9.0 million and $10.1 million as
of December 31, 2022 and January 1, 2022, respectively. 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 $0.6 million as of
December 31, 2022 and January 1, 2022, respectively.
The Company is subject to periodic audits by domestic and foreign tax authorities. Currently, the Company is undergoing routine periodic audits in both
domestic and foreign tax jurisdictions. It is reasonably possible that the amounts of unrecognized tax benefits could change in the next 12 months as a
result of the audits. However, any payment of tax is not expected to be material to the consolidated financial statements. For the majority of tax
jurisdictions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before
2017.
The Company intends to repatriate cash held in foreign jurisdictions and as such has recorded a deferred tax liability related to additional state taxes and
foreign withholding taxes on the future dividends received in the U.S. from the foreign subsidiaries of $1.1 million and $1.4 million for fiscal years 2022
and 2021, respectively. The Company intends to permanently reinvest all non-cash undistributed earnings outside of the U.S. and has, therefore, not
established a deferred tax liability on the amount of non-cash foreign undistributed earnings of $176.0 million at December 31, 2022. However, if these
non-cash undistributed earnings were repatriated, the Company would be required to accrue and pay applicable U.S. taxes and withholding taxes payable to
various countries. It is not practicable to estimate the amount of the deferred tax liability associated with these non-cash unremitted earnings due to the
complexity of the hypothetical calculation.
64
15. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Accumulated other comprehensive income represents net earnings and any revenue, expenses, gains and losses that, under U.S. GAAP, are excluded from
net earnings and recognized directly as a component of stockholders’ equity.
The change in accumulated other comprehensive income (loss) during fiscal years 2022 and 2021 is as follows:
(In millions)
Balance at Balance at January 2, 2021
Other comprehensive income (loss) before reclassifications
(1)
Amounts reclassified from accumulated other comprehensive income (loss)
Income tax (expense) benefit
Net reclassifications
Net current-period other comprehensive income (loss)
Balance at January 1, 2022
Other comprehensive income (loss) before reclassifications
(1)
(1)
Amounts reclassified from accumulated other comprehensive income (loss)
Income tax (expense) benefit
Net reclassifications
Net current-period other comprehensive income (loss)
Balance at December 31, 2022
(1)
Foreign
currency
translation
(36.8)
(20.0)
—
—
—
(20.0)
(56.8)
(76.3)
—
—
—
(76.3)
(133.1)
$
$
$
$
$
$
Derivatives
Pension
Total
(2)
(2)
(20.3)
7.7
5.1
(1.4)
3.7
11.4
(8.9)
25.4
(19.3)
4.7
(14.6)
10.8
1.9
$
$
$
(3)
(3)
(73.5)
29.5
13.8
(3.0)
10.8
40.3
(33.2)
22.6
11.3
(2.4)
8.9
31.5
(1.7)
$
$
$
(130.6)
17.2
18.9
(4.4)
14.5
31.7
(98.9)
(28.3)
(8.0)
2.3
(5.7)
(34.0)
(132.9)
(1)
(2)
(3)
Other comprehensive income (loss) is reported net of taxes and noncontrolling interest.
Amounts related to foreign currency derivatives used to manage the volatility associated with inventory purchases in various currencies and deemed to
be highly effective are included in cost of goods sold. Amounts related to foreign currency derivatives that are no longer deemed to be highly effective
are included in other income. Amounts related to interest rate swaps and the cross currency swap are included in interest expense.
Amounts reclassified are included in the computation of net pension expense.
16. FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
The following table sets forth financial assets and liabilities measured at fair value in the consolidated balance sheets and the respective pricing levels to
which the fair value measurements are classified within the fair value hierarchy.
(In millions)
Financial assets:
Derivatives
Financial liabilities:
Derivatives
Fair Value Measurements
Quoted Prices With Other Observable Inputs (Level 2)
December 31, 2022
January 1, 2022
$
$
13.6 $
(1.3) $
5.9
(1.1)
The fair value of foreign currency forward exchange contracts represents the estimated receipts or payments necessary to terminate the contracts. The fair
value of the cross-currency swap is determined using the current forward rates and changes in the spot rate.
Nonrecurring Fair Value Measurements
Indefinite-lived intangible assets and goodwill are tested annually, or if a triggering event occurs that indicates an impairment loss may have been incurred,
using fair value measurements with unobservable inputs (Level 3). In the fourth quarter of fiscal 2022, after completion of its annual impairment testing,
the Company recognized a $48.4 million goodwill impairment charge to the Sweaty Betty reporting unit. The Company also recorded impairment charges
of $189.3 million and $191.0 million to
®
65
the Sweaty Betty and Sperry indefinite-lived trade names, respectively, in fiscal 2022. Refer to Note 4, “Goodwill and Other Intangibles” for additional
discussion on the Sweaty Betty goodwill impairment and the Sperry and Sweaty Betty trade name impairments.
®
®
®
®
®
Fair Value Disclosures
The Company’s financial instruments that are not recorded at fair value consist of cash and cash equivalents, accounts and notes receivable, accounts
payable, borrowings under revolving credit agreements and other short-term and long-term debt. The carrying amount of these financial instruments is
historical cost, which approximates fair value, except for the debt. The carrying value and the fair value of the Company’s debt are as follows:
(In millions)
Carrying value
Fair value
December 31, 2022
January 1, 2022
$
1,158.0 $
1,042.9
966.8
960.6
The fair value of the fixed rate debt was based on third-party quotes (Level 2). The fair value of the variable rate debt was calculated by discounting the
future cash flows to its present value using a discount rate based on the risk-free rate of the same maturity (Level 3).
17. LITIGATION AND CONTINGENCIES
Litigation
The Company operated a leather tannery in Rockford, Michigan from the early 1900s through 2009 (the “Tannery”). The Company also owns a parcel on
House Street in Plainfield Township that the Company used for the disposal of Tannery byproducts until about 1970 (the "House Street" site). Beginning in
the late 1950s, the Company used 3M Company’s Scotchgard™ in its processing of certain leathers at the Tannery. Until 2002 when 3M Company changed
its Scotchgard™ formula, Tannery byproducts disposed of by the Company at the House Street site and other locations may have contained PFOA and/or
PFOS, two chemicals in the family of compounds known as per- and polyfluoroalkyl substances (together, “PFAS”). PFOA and PFOS help provide non-
stick, stain-resistant, and water-resistant qualities, and were used for many decades in commercial products like firefighting foams and metal plating, and in
common consumer items like food wrappers, microwave popcorn bags, pizza boxes, Teflon™, carpets and Scotchgard™.
In May 2016, the Environmental Protection Agency (“EPA”) announced a lifetime health advisory level of 70 parts per trillion (“ppt”) combined for PFOA
and PFOS, which the EPA reduced in June 2022 to 0.004 ppt and 0.02 ppt for PFOA and PFOS, respectively. In January 2018, the Michigan Department of
Environmental Quality (“MDEQ”, now known as the Michigan Department of Environment, Great Lakes, and Energy (“EGLE”)) enacted a drinking water
criterion of 70 ppt combined for PFOA and PFOS, which set an official state standard for acceptable concentrations of these contaminants in groundwater
used for drinking water purposes. On August 3, 2020, Michigan changed the standards for PFOA and PFOS in drinking water to 8 and 16 ppt, respectively,
and set standards for four other PFAS substances.
Civil and Regulatory Actions of EGLE and EPA
On January 10, 2018, EGLE filed a civil action against the Company in the U.S. District Court for the Western District of Michigan under the federal
Resource Conservation and Recovery Act of 1976 (“RCRA”) and Parts 201 and 31 of the Michigan Natural Resources and Environmental Protection Act
(“NREPA”) alleging that the Company’s past and present handling, storage, treatment, transportation and/or disposal of solid waste at the Company’s
properties has resulted in releases of PFAS at levels exceeding applicable Michigan cleanup criteria for PFOA and PFOS (the "EGLE Action"). Plainfield
and Algoma Townships intervened in the EGLE Action alleging claims under RCRA, NREPA, the Comprehensive Environmental Response,
Compensation, and Liability Act (“CERCLA”) and common law nuisance.
On February 3, 2020, the parties entered into a consent decree resolving the EGLE Action, which was approved by U.S. District Judge Janet T. Neff on
February 19, 2020 (the “Consent Decree”). Under the Consent Decree, the Company agreed to pay for an extension of Plainfield Township’s municipal
water system to more than 1,000 properties in Plainfield and Algoma Townships, subject to an aggregate cap of $69.5 million. The Company also agreed to
continue maintaining water filters for certain homeowners, resample certain residential wells for PFAS, continue remediation at the Company’s Tannery
property and House Street site, and conduct further investigations and monitoring to assess the presence of PFAS in area groundwater. The Company’s
activities under the Consent Decree are not materially impacted by either the drinking water standards that became effective on August 3, 2020, or the
EPA’s revised advisory levels issued in June 2022.
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,
66
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.
On January 10, 2018, the EPA entered a Unilateral Administrative Order (the “Order”) under Section 106(a) of CERCLA, 42 U.S.C. § 9606(a) with an
effective date of February 1, 2018. The Order pertained to specified removal actions at the Company's Tannery and House Street sites, including certain
time critical removal actions subsequently identified in an April 29, 2019 letter from the EPA, to abate the actual or threatened release of hazardous
substances at or from the sites. 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 discusses its reserve for remediation costs in the environmental liabilities section below.
Individual and Class Action Litigation
Beginning in late 2017, individual lawsuits and three putative class action lawsuits were filed against the Company that raise a variety of claims, including
claims related to property, remediation, and human health effects. The three putative class action lawsuits were subsequently refiled in the U.S. District
Court for the Western District of Michigan as a single consolidated putative class action lawsuit. 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”).
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. These plaintiffs’
lawsuits were dismissed with prejudice on or around April 25, 2022.
On December 9, 2021, the Company and 3M Company reached a settlement in principle to resolve certain of the remaining individual lawsuits included in
the Litigation Matters, and the parties entered into definitive settlement agreements in March 2022. 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.
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 (the “Motion for Preliminary Approval”). On September 19, 2022, the court granted the Motion for
Preliminary Approval and scheduled a final approval hearing regarding the settlement for March 29, 2023.
Only one of the Litigation Matters, the lawsuit filed by the current owner of a former landfill and gravel mining operations, remains pending in Michigan
state court, and it is in the discovery and motions stages of litigation.
For certain of the Litigation Matters described above and as a result of developments during 2022, the Company has increased its accrual by $40.5 million
since January 1, 2022 and made related payments of $50.1 million. As of December 31, 2022, the Company had recorded liabilities of $40.5 million for
certain of the Litigation Matters described above which are recorded as other accrued 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 2022 and 2021, and continues pursing additional recoveries through the lawsuit.
Other Litigation
The Company is also involved in litigation incidental to its business and is a party to legal actions and claims, including, but not limited to, those related to
employment, intellectual property, and consumer related matters. Some of the legal proceedings include claims for compensatory as well as punitive
damages. 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
67
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
The following is a summary of the activity with respect to the environmental remediation reserve established by the Company:
(In millions)
Remediation liability at beginning of the year
Changes in estimate
Amounts paid
Remediation liability at the end of the year
Fiscal Year
2022
2021
$
$
85.7
6.8
(18.4)
74.1
$
$
101.8
—
(16.1)
85.7
The reserve balance as of December 31, 2022 includes $49.8 million that is expected to be paid within the next twelve months and is recorded as a current
obligation in other accrued liabilities, with the remaining $24.3 million expected to be paid over the course of up to 25 years, recorded in other liabilities.
The Company's remediation activity at the Tannery property, House Street site and other relevant operations or disposal sites is ongoing. Although the
Consent Decree has made near-term costs more clear, it is difficult to estimate the long-term cost of environmental compliance and remediation given the
uncertainties regarding the interpretation and enforcement of applicable environmental laws and regulations, the extent of environmental contamination and
the existence of alternative cleanup methods. Future developments may occur that could materially change the Company’s current cost estimates, including,
but not limited to: (i) changes in the information available regarding the environmental impact of the Company’s operations and products; (ii) changes in
environmental regulations, changes in permissible levels of specific compounds in drinking water sources, or changes in enforcement theories and policies,
including efforts to recover natural resource damages; (iii) new and evolving analytical and remediation techniques; (iv) changes to the form of
remediation; (v) success in allocating liability to other potentially responsible parties; and (vi) the financial viability of other potentially responsible parties
and third-party indemnitors. For locations at which remediation activity is largely ongoing, the Company cannot estimate a possible loss or range of loss in
excess of the associated established reserves for the reasons described above. The Company adjusts recorded liabilities as further information develops or
circumstances change.
Minimum Royalties and Advertising Commitments
The Company has future minimum royalty and advertising obligations due under the terms of certain licenses held by the Company. These minimum future
obligations for the fiscal years subsequent to December 31, 2022 are as follows:
(In millions)
Minimum royalties
Minimum advertising
2023
2024
2025
2026
2027
Thereafter
$
1.0 $
3.9
— $
3.9
— $
4.2
— $
4.3
— $
4.4
—
4.6
Minimum royalties are based on both fixed obligations and assumptions regarding the Consumer Price Index. Royalty obligations in excess of minimum
requirements are based upon future sales levels. In accordance with these agreements, the Company incurred royalty expense of $2.3 million, $2.3 million
and $1.9 million for fiscal years 2022, 2021 and 2020, respectively.
The terms of certain license agreements also require the Company to make advertising expenditures based on the level of sales of the licensed products. In
accordance with these agreements, the Company incurred advertising expense of $6.5 million, $6.5 million and $2.5 million for fiscal years 2022, 2021 and
2020, respectively.
18. BUSINESS SEGMENTS
The Company’s portfolio of brands are organized into the following three reportable segments. During the fourth quarter of 2022, the Company announced
changes to its reportable segments as a result of changes in how its Chief Operating Decision Maker, the Company's Chief Executive Officer, allocates
resources to and assess performance of the Company's operating segments. All prior period disclosures have been retrospectively adjusted to reflect the
new 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; and
®
68
•
Lifestyle Group, consisting of Sperry footwear, Keds footwear, and Hush Puppies footwear and apparel.
®
®
®
The Company's operating segments are the Work Group, Lifestyle Group, Active Group, and Sweaty Betty . 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
®
®
®
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 fiscal 2022 and unallocated corporate expenses, such as corporate
employee costs, costs related to the COVID-19 pandemic, impairment of intangible assets and goodwill, reorganization activities, and environmental and
other related costs.
The reportable segments are engaged in designing, manufacturing, sourcing, marketing, licensing and distributing branded footwear, apparel and
accessories. Revenue for the reportable segments includes revenue from the sale of branded footwear, apparel and accessories to third-party customers;
revenue from third-party licensees and distributors; and revenue from the Company’s direct-to-consumer businesses. The Company’s reportable segments
are determined based on how the Company internally reports and evaluates financial information used to make operating decisions.
Company management uses various financial measures to evaluate the performance of the reportable segments. The following is a summary of certain key
financial measures for the respective fiscal periods indicated.
(In millions)
Revenue:
Active Group
Work Group
Lifestyle Group
Other
Total
Operating profit (loss):
Active Group
Work Group
Lifestyle Group
Other
Corporate
Total
Interest expense, net
Debt extinguishment and other costs
Other expense (income), net
Earnings (loss) before income taxes
2022
Fiscal Year
2021
2020
1,570.2 $
590.5
447.5
76.6
2,684.8 $
198.4 $
102.5
48.1
11.8
(569.2)
(208.4) $
47.3
—
(2.8)
(252.9) $
1,319.6 $
548.8
477.0
69.5
2,414.9 $
229.5 $
103.8
67.5
8.1
(253.2)
155.7 $
37.4
34.3
3.7
80.3 $
909.3
425.4
407.0
49.4
1,791.1
164.1
65.2
34.2
6.1
(406.7)
(137.1)
43.6
5.5
(2.1)
(184.1)
$
$
$
$
$
69
(In millions)
Depreciation and amortization expense:
Active Group
Work Group
Lifestyle Group
Other
Corporate
Total
Capital expenditures:
Active Group
Work Group
Lifestyle Group
Other
Corporate
Total
(In millions)
Total assets:
Active Group
Work Group
Lifestyle Group
Other
Corporate
Total
Goodwill:
Active Group
Work Group
Lifestyle Group
Other
Total
2022
Fiscal Year
2021
2020
8.1 $
0.3
2.0
1.4
22.8
34.6 $
18.9 $
0.4
2.0
3.2
12.0
36.5 $
5.4 $
0.3
2.3
1.6
23.6
33.2 $
5.0 $
0.4
0.1
1.7
10.4
17.6 $
2.7
0.4
3.0
2.0
24.7
32.8
1.4
—
1.7
0.9
6.3
10.3
$
$
$
$
December 31,
2022
January 1,
2022
$
$
$
$
1,331.5 $
375.7
514.8
58.6
212.1
2,492.7 $
314.4 $
59.6
97.4
13.6
485.0 $
1,377.3
284.2
663.4
57.8
203.7
2,586.4
380.3
61.3
101.3
13.7
556.6
Geographic dispersion of revenue from external customers, based on shipping destination is as follows:
(In millions)
United States
Foreign:
Europe, Middle East and Africa
Asia Pacific
Canada
Latin America
Total from foreign territories
Total revenue
2022
Fiscal Year
2021
2020
$
1,563.1 $
1,573.9 $
1,234.2
602.5
245.7
126.8
146.7
1,121.7
2,684.8 $
460.3
161.6
116.9
102.2
841.0
2,414.9 $
279.8
120.3
88.9
67.9
556.9
1,791.1
$
70
The location of the Company’s tangible long-lived assets, which comprises property, plant and equipment and lease right-of-use assets, is as follows:
(In millions)
United States
Foreign countries
Total
December 31,
2022
January 1,
2022
January 2,
2021
$
$
222.3 $
88.6
310.9 $
205.8 $
61.4
267.2 $
222.2
44.9
267.1
The Company does not believe that it is dependent upon any single customer because no customer accounts for more than 10% of consolidated revenue in
any year.
During fiscal 2022, the Company sourced 100% of its footwear products and apparel and accessories from third-party suppliers, located primarily in the
Asia Pacific region. While changes in suppliers could cause delays in manufacturing and a possible loss of sales, management believes that other suppliers
could provide similar products on comparable terms.
19. BUSINESS ACQUISITIONS
®
Sweaty Betty
On July 31, 2021, the Company entered into a definitive agreement to acquire 100% of the outstanding shares of Lady of Leisure InvestCo Limited. The
®
acquisition was completed on August 2, 2021 for $417.4 million, net of acquired cash of $7.4 million. The Acquired Company owns the Sweaty Betty
brand and activewear business. The acquisition was funded with cash on hand and borrowings under the Company’s Revolving Facility.
®
Sweaty Betty is a premium women’s activewear brand that distributes a wide array of innovative on-trend tops, bottoms, swimwear, outerwear and
accessories around the world, mainly through direct-to-consumer channels. The Sweaty Betty acquisition is part of the Company’s strategic shift over the
last several years from a traditional footwear wholesaler to a consumer-obsessed, digital-focused growth company. The acquisition also aligns with the
Company’s strategic growth plan to focus on expanding the Company’s digital and international footprint, and building the brand portfolio beyond
footwear.
®
®
Sweaty Betty contributed net revenue of $211.5 million and net loss of $5.5 million to the Company for the year ended December 31, 2022. The Sweaty
Betty operating results are included in the Active category for segment reporting purposes.
®
The Company recognized acquisition-related transaction costs of $7.5 million, all of which were recognized in fiscal year 2021 in the selling, general and
administrative expenses line item in the Consolidated Statement of Operations. These costs represent investment banking fees, legal and professional fees,
transaction fees, and consulting fees associated with the acquisition.
The Company accounted for the acquisition following FASB ASC Topic 805, Business Combinations, and the related assets acquired and liabilities
assumed were recorded at fair value on the acquisition date. The aggregate purchase price was allocated to the major categories of assets acquired and
liabilities assumed based upon their respective fair values at the acquisition date using primarily Level 2 and Level 3 inputs. The Level 2 and Level 3
valuation inputs include an estimate of future cash flows and discount rates. The Sweaty Betty trademark, which is estimated to have an indefinite life, has
been valued at $346.4 million using the multi-period excess earnings method. The multi-period excess earnings method requires the use of significant
estimates and assumptions, including but not limited to, future revenues, growth rates, EBITDA margin, tax rates and a discount rate. The purchase price
allocation was finalized during the quarter ended July 2, 2022.
®
71
The following table summarizes the purchase price allocation to the assets acquired and liabilities assumed at the acquisition date:
(In millions)
Accounts receivable
Inventories
Prepaid expenses and other current assets
Property, plant and equipment
Lease right-of-use assets
Goodwill
Intangibles
Other assets
Total assets acquired
Accounts payable
Accrued salaries and wages
Other accrued liabilities
Lease liabilities
Deferred income taxes
Total liabilities assumed
Net assets acquired
Fair Value
3.6
48.4
5.3
10.0
7.0
118.9
355.0
0.6
548.8
13.1
6.0
14.3
7.0
91.0
131.4
417.4
$
$
Goodwill is the result of expected synergies and the Company’s ability to grow the Sweaty Betty brand, as well as the acquired assembled workforce. All
of the goodwill is presented within the Active Group for segment reporting purposes and within the Sweaty Betty reporting unit and will not be deductible
for income tax purposes.
®
®
Intangible assets acquired in the acquisition were valued on the acquisition date as follows:
(In millions)
Trade name and trademark
Customer relationship
Backlog
Customer list
Total intangible assets acquired
Intangible Asset
Useful life
$
$
346.4
Indefinite
7.2 18 years
1.0 5 months
0.4 3 years
355.0
The following unaudited pro forma summary presents consolidated information of the Company as if the acquisition of the Sweaty Betty brand and
activewear business occurred at the beginning of fiscal 2020. The pro forma information is not necessarily indicative of the results that would have actually
been obtained if the acquisition had occurred at such date or that may be attained in the future. These pro forma amounts have been calculated after
including the historical Sweaty Betty operating results in the Company’s consolidated results and reflecting the following adjustments: fair value
adjustments for intangible assets and inventory acquired, timing adjustment to recognize acquisition related costs incurred in 2021 and in 2020, and
adjustments reflecting historical interest expense. The adjustments have been applied with related tax effects.
®
®
(In millions)
Net revenue
Net earnings attributable to Wolverine World Wide, Inc.
20. VARIABLE INTEREST ENTITIES AND RELATED PARTY TRANSACTIONS
Assets and Liabilities of Consolidated VIEs
Fiscal Year
2021
2020
$
2,552.4 $
83.9
1,954.7
(144.9)
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) and the Company is the
primary beneficiary. The primary beneficiary determination is based on the relationship between the Company and the VIE, including contractual
agreements between the Company and the VIE.
72
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 the VIEs do not have
recourse to the Company.
The following is a summary of the entities’ assets and liabilities included in the Company’s consolidated balance sheets.
(In millions)
Cash
Accounts receivable
Inventory
Other current assets
Noncurrent assets
Total assets
Current liabilities
Noncurrent liabilities
Total liabilities
Nonconsolidated VIEs
Fiscal Year
2022
2021
$
$
5.8 $
19.7
16.0
2.4
0.8
44.7
9.6
1.6
11.2 $
3.7
8.0
9.7
0.1
0.7
22.2
4.0
2.4
6.4
The Company also has two joint ventures that are VIEs and 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 following is
a summary of carrying amounts of assets included in the Company’s consolidated balance sheets for fiscal years 2022 and 2021 related to VIEs for which
the Company is not the primary beneficiary. The Company’s maximum exposure to loss is the same as the carrying amounts.
The following is a summary of the carrying amounts of assets included in the Company’s consolidated balance sheets.
(In millions)
Equity method investments
(1)
Fiscal Year
2022
2021
$
8.1 $
7.1
(1)
Equity method investments are included in “Other Assets” on the Consolidated Balance Sheets.
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 31, 2022 and January 1, 2022 the Company recognized net sales
to equity affiliates totaling $35.5 million and $19.5 million, respectively.
The following table summarizes related party transactions included in the consolidated balance sheets.
(In millions)
Accounts receivable due from related parties
Long term liabilities due to related parties
Long term assets due from related parties
21. ASSETS AND LIABILITIES HELD FOR SALE
Fiscal Year
2022
2021
$
18.1 $
—
1.6
10.3
2.4
—
During the fourth quarter of 2022, the Company announced that it had initiated a formal process to divest the Keds business and Wolverine Leathers
®
business, both of which are low-profit contributors. The Company has determined that both the Keds
®
73
business and the Wolverine Leathers business meet the criteria to be classified as held for sale, and therefore have reclassified the related assets and
liabilities as held for sale on the Consolidated Balance Sheets.
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 at
December 31, 2022:
(In millions)
Cash and cash equivalents
Accounts receivables, net
Inventories
Indefinite-lived intangibles
Other assets
Total assets held for sale
Accounts payable
Accrued liabilities
Total liabilities held for sale
2022
$
4.0
3.5
43.1
11.4
5.9
67.9
8.1
0.7
8.8
The Company determined that the divestiture of the Keds business and Wolverine Leathers business do 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.
®
22. SUBSEQUENT EVENT
On February 7, 2023 the Company entered into an Asset Purchase Agreement with Designer Brands, Inc. (the "Buyer") pursuant to which the Buyer agreed
to purchase the global Keds business, other than the Excluded Assets (as defined in the Asset Purchase Agreement), and to assume certain liabilities. The
purchase price was approximately $83.6 million and the sale was effective February 4, 2023, in accordance with the terms and conditions of the Asset
Purchase Agreement.
®
74
To the Shareholders and the Board of Directors of Wolverine World Wide, Inc.
Report of Independent Registered Public Accounting Firm
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Wolverine World Wide, Inc. and subsidiaries (the Company) as of December 31, 2022
and January 1, 2022, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows for each of the
fiscal years ended December 31, 2022, January 1, 2022, and January 2, 2021, 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 31, 2022 and January 1, 2022, and the results of its operations and its cash flows for
the fiscal years ended December 31, 2022, January 1, 2022, and January 2, 2021, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's
internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 23, 2023 expressed an unqualified
opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or
required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2)
involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion
on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion
on the critical audit matter or on the accounts or disclosures to which it relates.
75
Description of the Matter
Valuation of goodwill and indefinite-lived intangibles
At December 31, 2022, the Company’s goodwill and indefinite-lived intangible assets were $485.0 million and
$274.0 million, respectively. During 2022, the Company recognized a goodwill impairment charge of $48.4 million
associated with its Sweaty Betty reporting unit and impairment charges of $191.0 million and $189.3 million,
associated with its Sperry and Sweaty Betty indefinite-lived intangible assets, respectively. As discussed in Notes 1
and 4 of 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. 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.
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. We compared the financial projections to current industry
and economic trends and the historical accuracy of management’s estimates. We involved our valuation specialists
to assist in our evaluation of the Company's model, valuation methodology and the discount rate.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since at least 1933, but we are unable to determine the specific year.
Grand Rapids, Michigan
February 23, 2023
76
To the Shareholders and the Board of Directors of Wolverine World Wide, Inc.
Report of Independent Registered Public Accounting Firm
Opinion on Internal Control over Financial Reporting
We have audited Wolverine World Wide, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2022, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework) (the COSO criteria). In our opinion, Wolverine World Wide, Inc. and subsidiaries (the Company) maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2022, 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 31, 2022 and January 1, 2022, the related consolidated statements of operations, comprehensive income
(loss), stockholders’ equity and cash flows for each of the fiscal years ended December 31, 2022, January 1, 2022, and January 2, 2021, and the related
notes and financial statement schedule and our report dated February 23, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Grand Rapids, Michigan
February 23, 2023
77
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision, and with the participation, of the Company’s management, including the Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on and as of the time
of such evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s
disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Securities
Exchange Act Rule 13a-15(f). Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial
Officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting as of December 31, 2022, based on the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013
framework). Based on that evaluation, management, including the Chief Executive Officer and Chief Financial Officer, concluded that internal control over
financial reporting was effective as of December 31, 2022.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 has been audited by Ernst & Young LLP, an
independent registered public accounting firm, as stated in its report, which is included in Item 8 of this Annual Report on Form 10-K and is incorporated
herein by reference.
Changes in Internal Control Over Financial Reporting
There was no change in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2022 that has
materially affected, or that is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information called for by Item 10 is incorporated herein by reference to the Definitive Proxy Statement of the Company relating to the Annual Meeting
of Stockholders of Wolverine World Wide, Inc. expected to be held on May 3, 2023 in sections "Election of Directors" and "Corporate Governance". The
Company intends to file such Definitive Proxy Statement with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after
the end of the fiscal year covered by this Annual Report on Form 10-K.
We have adopted a Code of Business Conduct that applies to all of our directors, officers and employees, including our principal executive, principal
financial and principal accounting officers, or persons performing similar functions. Our Code of Business Conduct is posted on our website located at
http://www.wolverineworldwide.com/investor-relations/corporate-governance/. We intend to disclose future amendments to certain provisions of the Code
of Business Conduct, and waivers of the Code of Business Conduct granted to executive officers and directors, on the website within four business days
following the date of the amendment or waiver.
Item 11. Executive Compensation
The information called for by Item 11 is incorporated herein by reference to the Definitive Proxy Statement referenced above in Item 10 in section
"Compensation Discussion and Analysis".
78
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information called for by Item 12 is incorporated herein by reference to the Definitive Proxy Statement referenced above in Item 10 in section
"Securities Ownership in Officers and Directors and Certain Beneficial Owners".
Equity Compensation Plan Information
The following table provides information about the Company’s equity compensation plans as of December 31, 2022:
(1)
Plan Category
Equity compensation plans approved by
security holders
Equity compensation plans not approved by
security holders
Total
Number of Securities to be
Issued Upon Exercise of
Outstanding Options, Warrants
and Rights
(a)
Weighted Average Exercise
Price of Outstanding Options,
Warrants and Rights
(b)
Number of Securities Remaining Available for
Future Issuance under Equity Compensation Plans
Excluding Securities Reflected in Column (a))
(c)
2,333,410
(2), (3)
—
2,333,410
$22.43
—
$22.43
5,648,310
(4)
—
5,648,310
(1)
(2)
(3)
(4)
Each plan for which aggregated information is provided contains customary anti-dilution provisions that are applicable in the event of a stock split,
stock dividend or certain other changes in the Company’s capitalization.
Includes: (i) 2,086,864 stock options awarded to employees under the Amended and Restated Stock Incentive Plan of 1999, the Amended and Restated
Stock Incentive Plan of 2001, the Amended and Restated Stock Incentive Plan of 2003, the Amended and Restated Stock Incentive Plan of 2005, the
Stock Incentive Plan of 2010, the Stock Incentive Plan of 2013 and the Stock Incentive Plan of 2016, as amended and restated; and (ii) and 246,546
stock options awarded to non-employee directors under the Amended and Restated Stock Incentive Plan of 2005, the Stock Incentive Plan of 2010, the
Stock Incentive Plan of 2013 and the Stock Incentive Plan of 2016, as amended and rested. Column (a) does not include stock units credited to outside
directors’ fee accounts or retirement accounts under the Outside Directors’ Deferred Compensation Plan. Stock units do not have an exercise price.
Each stock unit credited to a director’s fee account and retirement account under the Outside Directors’ Deferred Compensation Plan will be converted
into one share of common stock upon distribution. Column (a) also does not include shares of restricted or unrestricted common stock previously
issued under the Company’s equity compensation plans.
Of this amount, 36,909 options were not exercisable as of December 31, 2022 due to vesting restrictions.
Comprised of: (i) 104,499 shares available for issuance under the Outside Directors’ Deferred Compensation Plan upon the retirement of the current
directors or upon a change in control; and (ii) 5,543,811 shares issuable under the Stock Incentive Plan of 2016, as amended and restated.
The Outside Directors’ Deferred Compensation Plan is a supplemental, unfunded, nonqualified deferred compensation plan for non-employee directors.
Beginning in 2006, the Company began paying an annual equity retainer to non-management directors in the form of a contribution under the Outside
Directors’ Deferred Compensation Plan. Non-management directors may also voluntarily elect to receive, in lieu of some or all directors’ fees, a number of
stock units equal to the amount of the deferred directors’ fees divided by the fair market value of the Company’s common stock on the date of payment.
These stock units are increased by a dividend equivalent based on dividends paid by the Company and the amount of stock units credited to the
participating director’s fee account and retirement account. Upon distribution, the participating directors receive a number of shares of the Company’s
common stock equal to the number of stock units to be distributed at that time. Distribution is triggered by termination of service as a director or by a
change in control of the Company and can occur in a lump sum, in installments or on another deferred basis. A total of 309,164 shares have been issued to
a trust to satisfy the Company’s obligations when distribution is triggered and are included in shares the Company reports as issued and outstanding.
The Stock Incentive Plan of 2016, as amended and restated, is an equity-based incentive plan for officers, key employees, and directors. Such plan
authorizes awards of stock options, restricted common stock, common stock, restricted stock units and/or stock appreciation rights. The Stock Incentive
Plan of 2016, as amended and restated, provides that each share of restricted or unrestricted common stock and each restricted stock unit issued under the
plan is counted as 2.6 shares against the total number of shares authorized for issuance under the plan. The number of securities listed as remaining
available in column (c) of the table assumes only stock options will be issued under the plan in the future; each stock option counts as only one share
against the total number of shares authorized for issuance under the plan. Actual shares available under the plan will be less to the extent that the Company
awards restricted common stock, unrestricted common stock or restricted stock units under the plan. The numbers provided in this footnote and in column
(c) will increase to the extent that options relating to the number of shares listed in column (a) of the table or other outstanding awards (e.g., shares of
restricted or unrestricted stock, restricted stock units or stock appreciation rights) previously issued under the plan are canceled, surrendered, modified,
exchanged for substitutes,
79
expire or terminate prior to exercise or vesting because the number of shares underlying any such awards will again become available for issuance under
the plan under which the award was granted.
Of the total number of shares available under column (c), the number of shares with respect to the following plans may be issued other than upon the
exercise of an option, warrant or right outstanding as of December 31, 2022:
• Outside Directors’ Deferred Compensation Plan: 104,499
•
Stock Incentive Plan of 2016, as amended and restated: 2,132,235
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information called for by Item 13 is incorporated herein by reference to the Definitive Proxy Statement referenced above in Item 10 in sections
"Related Party Matters" and "Director Independence".
Item 14. Principal Accountant Fees and Services
The information called for by Item 14 is incorporated herein by reference to the Definitive Proxy Statement referenced above in Item 10 in section
"Independent Registered Public Accounting Firm".
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this report:
(1) Financial Statements Included in Item 8
The following consolidated financial statements of Wolverine World Wide, Inc. and its subsidiaries are filed as a part of this report:
•
•
•
•
•
Consolidated Statements of Operations for the Fiscal Years Ended December 31, 2022, January 1, 2022 and January 2, 2021.
Consolidated Statements of Comprehensive Income (Loss) for the Fiscal Years Ended December 31, 2022, January 1, 2022 and January 2,
2021.
Consolidated Balance Sheets as of December 31, 2022 and January 1, 2022.
Consolidated Statements of Cash Flows for the Fiscal Years Ended December 31, 2022, January 1, 2022 and January 2, 2021.
Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended December 31, 2022, January 1, 2022 and January 2, 2021.
• Notes to the Consolidated Financial Statements.
•
Reports of Independent Registered Public Accounting Firm.
(2) Financial Statement Schedules Attached as Appendix A
The following consolidated financial statement schedule of Wolverine World Wide, Inc. and its subsidiaries is filed as a part of this report:
•
Schedule II - Valuation and Qualifying Accounts.
All other schedules (I, III, IV, and V) for which provision is made in the applicable accounting regulations of the SEC are not required under the
related instructions or are inapplicable and, therefore, have been omitted.
(3) Exhibits
The following exhibits are filed with this Annual Report or incorporated by reference. The Company will furnish a copy of any exhibit listed
below to any stockholder without charge upon written request to General Counsel and Secretary, 9341 Courtland Drive N.E., Rockford, Michigan
49351.
Exhibit
Number
Document
2.1
Share Purchase Agreement, dated as of July 31, 2021 by and among the Institutional Sellers, the Management Sellers,
and Wolverine World Wide, Inc. Incorporated by reference to Exhibit 2.1 to the Company's Quarterly Report on Form
10-Q for the period ended October 2, 2021.
80
Exhibit
Number
Document
2.2
3.1
3.2
4.1
4.2
4.3
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
Management Warranty Deed, dated as of July 31, 2021, by and among the Warrantors and Wolverine World Wide, Inc.
Incorporated by reference to Exhibit 2.2 to the Company's Quarterly Report on Form 10-Q for the period ended October
2, 2021.
Amended and Restated Certificate of Incorporation. Incorporated by reference to Exhibit 3.1 to the Company’s current
report on Form 8-K filed on April 24, 2014.
Amended and Restated By-laws. Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-
K filed on November 7, 2022.
Description of the Registrant's Securities Registered Pursuant To Section 12 of The Securities Exchange Act of 1934.
Incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K for the fiscal year ended
December 28, 2019.
Senior Notes Indenture, dated August 26, 2021, among Wolverine World Wide, Inc., the guarantors named therein, and
The Huntington National Bank. Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K
filed on August 26, 2021.
Form of 4.000% Senior Notes due 2029. Incorporated by reference to Exhibit 4.2 to the Company's Current Report on
Form 8-K filed on August 26, 2021.
Amended and Restated Outside Directors’ Deferred Compensation Plan.* Incorporated by reference to Exhibit 10.9 to
the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2007.
Outside Directors’ Deferred Compensation Plan.* Incorporated by reference to Exhibit 10.2 to the Company’s Current
Report on Form 8-K filed on December 17, 2008.
Wolverine World Wide, Inc. Deferred Compensation Plan, Amended and Restated.* Incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 13, 2018.
First Amendment to the Wolverine World Wide, Inc. Deferred Compensation Plan, dated as of December 29, 2020.*
Incorporated by reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K for the fiscal year ended
January 2, 2021.
Amended and Restated Stock Option Loan Program.* Incorporated by reference to Exhibit 10.12 to the Company’s
Annual Report on Form 10-K for the fiscal year ended December 29, 2007.
Separation Agreement between Wolverine World Wide, Inc. and Blake W. Krueger, dated as of March 13, 2008, as
amended.* Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period
ended March 22, 2008.
First Amendment to Separation Agreement between Wolverine World Wide, Inc. and Blake W. Krueger, dated as of
December 11, 2008.* Incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the
fiscal year ended January 3, 2009.
Executive Severance Agreement.* Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form
8-K filed on December 17, 2008. A participant schedule of current executive officers who are parties to this agreement
is attached as Exhibit 10.8.
Executive Severance Agreement.* Incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2011. A participant schedule of current executive officers who are parties
to this agreement is attached as Exhibit 10.9.
Executive Severance Agreement between Brendan Hoffman and the Company, dated August 7, 2020.* Incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 13, 2020.
Amendment, dated as of March 25, 2021, to the Executive Severance Agreement between Brendan Hoffman and the
Company, dated as of September 8, 2020.* Incorporated by reference to Exhibit 10.1 to the Company's Current Report
on Form 8-K filed on March 26, 2021.
Form of Indemnification Agreement.* The Company has entered into an Indemnification Agreement with each director
and certain executive officers. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed on April 25, 2007. All executive officers and directors are parties to this agreement.
Indemnification Agreement between Brendan Hoffman and the Company, dated August 7, 2020.* Incorporated by
reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 13, 2020.
Employment Agreement between Isabel Soriano and the Company.* Incorporated by reference to Exhibit 10.3 to the
Company's Quarterly Report on Form 10-Q for the period ended April 2, 2022.
Amended and Restated Benefit Trust Agreement dated April 25, 2007.* Incorporated by reference to Exhibit 10.5 to the
Company’s Current Report on Form 8-K filed on April 25, 2007.
81
Exhibit
Number
Document
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
10.35
10.36
Form of 409A Supplemental Retirement Plan Participation Agreement with Blake W. Krueger.* Incorporated by
reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2009.
409A Supplemental Executive Retirement Plan (2008 Restatement through First Amendment).* Incorporated by
reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended April 1, 2017. A
participant schedule of current executive officers who participate in this plan is attached as Exhibit 10.17.
Employees’ Pension Plan (Restated as amended through December 29, 2017).* Incorporated by reference to Exhibit
10.13 to the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 2017.
Sixth Amendment to the Wolverine Employees' Pension Plan.* Incorporated by reference to Exhibit 10.34 to the
Company's Form 10-K for the fiscal year ended December 29, 2018.
First Amendment to the Wolverine Employees' Pension Plan, dated as of December 2, 2020.* Incorporated by reference
to Exhibit 10.41 to the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 2021.
Second Amendment to the Wolverine Employees' Pension Plan, dated as of December 9, 2021.* Incorporated by
reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2022.
Stock Incentive Plan of 2010.* Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on
Form S-8 filed on March 4, 2010.
Amended and Restated Stock Incentive Plan of 2013.* Incorporated by reference to Exhibit 10.38 to the Company’s
Form 10-K for the fiscal year ended December 28, 2013.
2016 Form of Non-Qualified Stock Option Agreement.* Incorporated by reference to Exhibit 10.24 to the Company's
Annual Report on Form 10-K for the fiscal year ended January 2, 2016.
Wolverine World Wide, Inc. Stock Incentive Plan of 2016, as amended and restated.* Incorporated by reference to
Appendix B to the Company’s Definitive Proxy Statement filed on March 26, 2021.
2018 Form of Restricted Stock Unit Agreement.* Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly
Report on Form 10-Q for the period ended March 31, 2018.
2019 Form of Restricted Stock Unit Agreement.* Incorporated by reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the period ended March 30, 2019.
2020 Form of Restricted Stock Unit Agreement.* Incorporated by reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the period ended March 28, 2020.
2020 Form of Restricted Stock Agreement.* Incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed on April 22, 2020.
2021 Form of Restricted Stock Unit Agreement.* Incorporated by reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the period ended April 3, 2021.
2022 Form of Restricted Stock Unit Agreement.* Incorporated by reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the period ended April 2, 2022.
Form of Performance Stock Unit Agreement (2021 performance period).* Incorporated by reference to Exhibit 10.2 to
the Company's Quarterly Report on Form 10-Q for the period ended April 3, 2021.
Form of Performance Stock Unit Agreement (2021 - 2022 performance period).* Incorporated by reference to Exhibit
10.3 to the Company's Quarterly Report on Form 10-Q for the period ended April 3, 2021.
Form of Performance Stock Unit Agreement (2021 - 2023 performance period).* Incorporated by reference to Exhibit
10.4 to the Company's Quarterly Report on Form 10-Q for the period ended April 3, 2021.
Form of Performance Stock Unit Agreement (2022 - 2024 performance period).* Incorporated by reference to Exhibit
10.2 to the Company's Quarterly Report on Form 10-Q for the period ended April 2, 2022.
Credit Agreement, dated as of July 31, 2012, by and among Wolverine World Wide, Inc., as borrower, JPMorgan Chase
Bank, N.A., as administrative agent and as a lender, J.P. Morgan Europe Limited, as foreign currency agent, Wells Fargo
Bank, National Association, as syndication agent and as a lender, Fifth Third Bank as documentation agent and as a
lender, and PNC Bank, National Association, as documentation agent and as a lender. Incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 1, 2012.
82
Exhibit
Number
Document
10.37
10.38
10.39
10.40
10.41
10.42
10.43
10.44
10.45
10.46
10.47
10.48
10.49
First Amendment to Credit Agreement, dated as of September 28, 2012, by and among Wolverine World Wide, Inc., as
borrower, JPMorgan Chase Bank, N.A., as administrative agent and as a lender, J.P. Morgan Europe Limited, as foreign
currency agent, Wells Fargo Bank, National Association, as syndication agent and as a lender, Fifth Third Bank as
documentation agent and as a lender, and PNC Bank, National Association, as documentation agent and as a lender.
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 4, 2012.
Second Amendment to the Credit Agreement, dated as of October 8, 2012, among Wolverine World Wide, Inc., as
borrower, JPMorgan Chase Bank, N.A., as administrative agent and as a lender, J.P. Morgan Europe Limited, as foreign
currency agent, Wells Fargo Bank, National Association, as syndication agent and as a lender, Fifth Third Bank, as
documentation agent and as a lender, and PNC Bank, National Association, as documentation agent and as a lender.
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 9, 2012.
Replacement Facility Amendment, dated as of October 10, 2013, to the Amended and Restated Credit Agreement
among Wolverine World Wide, Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A. as administrative agent.
Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 11, 2013.
Omnibus Amendment, dated as of December 19, 2014 to the Amended and Restated Credit Agreement dated as of
October 10, 2013 among Wolverine World Wide, Inc., the lenders party thereto, Wells Fargo Bank, National
Association, as syndication agent, Bank of America, N.A., Fifth Third Bank, PNC Bank, National Association,
Sumitomo Mitsui Banking Corporation, Union Bank, N.A., And BBVA Compass Bank, as co-documentation agents,
J.P. Morgan Europe Limited, as foreign currency agent, and JPMorgan Chase Bank, N.A., as administrative agent.
Incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K filed on March 3, 2015.
Replacement Facility Amendment, dated as of July 13, 2015, among Wolverine World Wide, Inc., JP Morgan Chase
Bank, N.A., as administrative agent and as a lender, J.P. Morgan Europe Limited, as foreign currency agent, Wells Fargo
Bank, National Association and MUFG Union Bank, N.A., as co-syndication agents and lenders, and the other lenders
party thereto. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 15,
2015.
First Amendment, dated September 15, 2016, to the Amended and Restated Credit Agreement, dated July 13, 2015,
among Wolverine World Wide, Inc., as parent borrower, the several banks and other financial institutions or entities
from time to time parties thereto, the several agents and other financial institutions or entities from time to time parties
thereto, J.P. Morgan Europe Limited, as foreign currency agent, and JPMorgan Chase Bank, N.A., as administrative
agent. Incorporated by reference to Exhibit 10.1 to the Company Current Report on Form 8-K, filed on September 19,
2016.
2018 Replacement Facility Amendment, dated as of December 6, 2018 among the Company, JP Morgan Chase Bank,
N.A., as administrative agent and as a lender, Wells Fargo Bank, National Association, Bank of America, N.A. and
HSBC Bank USA, N.A., as co-syndication agents and lenders, and the other lenders party thereto. Incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 11, 2018.
Second Amendment, dated as of May 5, 2020, to the Amended and Restated Credit Agreement, dated as of December 6,
2018, among Wolverine World Wide, Inc., as parent borrower, JPMorgan Chase Bank, N.A., as administrative agent and
as a lender, the other borrowers party thereto, and the other lenders party thereto. Incorporated by reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K, filed on May 6, 2020.
2021 Replacement Facility Amendment and Reaffirmation Agreement, dated as of October 21, 2021, among Wolverine
World Wide, Inc., as parent borrower, the Additional Borrowers party thereto, JP Morgan Chase Bank, N.A., as
administrative agent and as a lender, and the other lenders party thereto. Incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K, filed on October 25, 2021.
Receivables Purchase Agreement dated as of December 7, 2022, among Wolverine World Wide, Inc. and certain of its
subsidiaries as sellers, and Wells Fargo Bank, N.A. as purchaser.
Amended and Restated Executive Short-Term Incentive Plan (Annual Bonus Plan).* Incorporated by reference to
Appendix A to the Company’s Definitive Proxy Statement filed on March 28, 2017.
Wolverine World Wide, Inc. Amended and Restated Executive Short-Term Incentive Plan (Annual Bonus Plan).*
Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended June
29, 2019.
Consent Decree by and among Wolverine World Wide, Inc., the State of Michigan, Plainfield Charter Township, and
Algoma Township. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on
February 7, 2020.
83
Exhibit
Number
Document
10.50
10.51
10.52
10.53
21
23
31.1
31.2
32
101
104
Employment Agreement between Brendan Hoffman and the Company.* Incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the period ended September 26, 2020.
Amended Employment Agreement between Brendan Hoffman and the Company.* Incorporated by reference to Exhibit
10.1 to the Company's Current Report on Form 8-K filed on December 23, 2021.
Trademark Acquisition Agreement by and among SR Holdings, LLC, Keds, LLC, Hanesbrands, Inc. and HBI Branded
Apparel Enterprises, LLC dated June 30, 2022. Incorporated by reference to Exhibit 99.2 to the Company's Current
Report on Form 8-K filed on June 30, 2022.
Asset Purchase Agreement dated as of February 7, 2023, among Wolverine World Wide, Inc. and certain of its
subsidiaries as sellers, and Vincent Camuto LLC and DBI Brands Management LLC, as purchaser.
Subsidiaries of Registrant
Consent of Ernst & Young LLP.
Certification of Chairman, Chief Executive Officer and President under Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Executive Vice President, Chief Financial Officer and Treasurer under Section 302 of the Sarbanes-
Oxley Act of 2002.
Certification pursuant to 18 U.S.C. § 1350.
The following financial information from the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2022, formatted in Inline XBRL: (i) Consolidated Statements of Operations; (ii) Consolidated Statements
of Comprehensive Income (loss); (iii) Consolidated Balance Sheets; (iv) Consolidated Statements of Cash Flows; (v)
Consolidated Statements of Stockholders’ Equity; and (vi) Notes to Consolidated Financial Statements.
The cover page of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, formatted
in Inline XBRL (included in Exhibit 101).
* Management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary
None.
84
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
WOLVERINE WORLD WIDE, INC.
Date:
February 23, 2023
By:
/s/ Brendan L. Hoffman
Brendan L. Hoffman
President and Chief Executive Officer (Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature
Title
/s/ Brendan L. Hoffman
Brendan L. Hoffman
/s/ Michael D. Stornant
Michael D. Stornant
/s/ Blake W. Krueger
Blake W. Krueger
/s/ Jeffrey M. Boromisa
Jeffrey M. Boromisa
/s/ William K. Gerber
William K. Gerber
/s/ David T. Kollat
David T. Kollat
/s/ Brenda J. Lauderback
Brenda J. Lauderback
/s/ Nicholas T. Long
Nicholas T. Long
/s/ David W. McCreight
David W. McCreight
/s/ Kathleen Wilson-Thompson
Kathleen Wilson-Thompson
President and Chief Executive Officer (Principal
Executive Officer)
Executive Vice President, Chief Financial Officer and
Treasurer
(Principal Financial and Accounting Officer)
Date
February 23, 2023
February 23, 2023
Chairman of the Board
February 23, 2023
February 23, 2023
February 23, 2023
February 23, 2023
February 23, 2023
February 23, 2023
February 23, 2023
February 23, 2023
Director
Director
Director
Director
Director
Director
Director
85
APPENDIX A
Schedule II - Valuation and Qualifying Accounts
Wolverine World Wide, Inc. and Subsidiaries
(In millions)
Fiscal Year Ended December 31, 2022
Allowance for credit losses
Product returns reserve
Allowance for cash discounts and customer markdowns
Inventory valuation allowances
Total
Fiscal Year Ended January 1, 2022
Allowance for credit losses
Product returns reserve
Allowance for cash discounts and customer markdowns
Inventory valuation allowances
Total
Fiscal Year Ended January 2, 2021
Allowance for credit losses
Product returns reserve
Allowance for cash discounts and customer markdowns
Inventory valuation allowances
Total
(A) Accounts charged off, net of recoveries.
(B) Actual customer returns.
(C) Discounts given to customers.
(D) Adjustment upon disposal of related inventories.
Balance at
Beginning of
Period
Charged to
Costs and
Expenses
Deductions
(Describe)
Balance at
End of
Period
$
$
$
$
$
$
4.0 $
16.6
7.7
10.7
39.0 $
6.7 $
15.6
11.2
9.1
42.6 $
6.0 $
11.4
9.3
7.3
34.0 $
1.8 $
106.0
10.9
30.0
148.7 $
(2.4) $
52.5
9.4
5.6
65.1 $
9.7 $
41.5
19.8
9.3
80.3 $
(A)
(B)
(C)
(D)
(A)
(B)
(C)
(D)
(A)
(B)
(C)
(D)
2.5
107.3
10.8
7.7
128.3
0.3
51.5
12.9
4.0
68.7
9.0
37.3
17.9
7.5
71.7
$
$
$
$
$
$
3.3
15.3
7.8
33.0
59.4
4.0
16.6
7.7
10.7
39.0
6.7
15.6
11.2
9.1
42.6
A-1
SHAREHOLDER INFORMATIONCORPORATE INFORMATIONWebsitesCompany: www.wolverineworldwide.comInvestor Relations: wolverineworldwide.gcs-web.comInquiries: www.wolverineworldwide.com/contact-us/investor-contact/Form 10-K ReportA copy of this Annual Report and the Annual Report to the Securities and Exchange Commission on Form 10-K for 2022, including the consolidated financial statements and financial statement schedules, may be obtained by any shareholder without charge by writing to the General Counsel and Secretary, 9341 Courtland Drive, N.E., Rockford, Michigan 49351 or by accessing the “Investor Relations” section of the Company’s website atwww.wolverineworldwide.com.Annual Meeting The annual meeting of shareholders will be held virtually on May 3, 2023, at 10:00 a.m. E.D.T. Shareholders as of the close of business on March 6, 2023, may attend the meeting by visiting www.virtualshareholdermeeting.com/WWW2023.A Special Offer for Our Shareholders We encourage you to experience our brands for yourself. Shareholders are invited to take advantage of a special 30% discount on Company products. Exclusions and limitations may apply. Please contact a member of our Consumer Relations team at the special Wolverine Worldwide shareholder toll-free number, 1-866-889-3151, to receive more information about this offer.A member of our Consumer Relations team can assist shareholders with placing an order for any of our Company products available at one of our branded websites:Batesfootwear.com | Catfootwear.com | Chacos.comHushpuppies.com | Hytest.com | Merrell.com Onlineshoes.com | Saucony.com | Sperry.com Sweatybetty.com | Wolverine.comCorporate Headquarters9341 Courtland Drive, N.E.Rockford, Michigan 49351Telephone 616.866.5500Common Stock ListingNew York Stock Exchange(Symbol: WWW)Independent Registered Public Accounting FirmErnst & Young, LLPRegistrar and Transfer AgentComputershareP.O. Box 505000Louisville, KY 40233-5000Telephone: 800.942.5909Investor RelationsMichael D. StornantExecutive Vice President,Chief Financial Officer and Treasurer BATES®, CHACO®, HUSH PUPPIES®, HYTEST®, MERRELL®, SAUCONY®, SPERRY®, SWEATY BETTY®, WOLVERINE®, and related design marks are registered and unregistered trademarks of Wolverine World Wide, Inc. or its subsidiaries.CAT®, CATERPILLAR®, and related design marks are registered trademarks of Caterpillar Inc. HARLEY, HARLEY-DAVIDSON®, and related design marks are registered trademarks of H-D U.S.A., LLC. Cat Footwear and Harley-Davidson Footwear are produced under license by Wolverine World Wide, Inc. Other trademarks and design marks are properties of their respective owners.©2023 Wolverine World Wide, Inc. All rights reserved.