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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Wolverine World Wide Inc | NYSE:WWW | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.41 | 3.91% | 10.90 | 11.04 | 10.53 | 10.57 | 662,900 | 00:19:33 |
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þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended
December 31, 2016
|
|
or
|
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
38-1185150
|
State or other jurisdiction of
incorporation or organization
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
9341 Courtland Drive N.E.,
Rockford, Michigan
|
|
49351
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including area code
(616) 866-5500
|
||
Securities registered pursuant to Section 12(b) of the Securities Exchange Act:
|
||
Title of each class
|
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Name of each exchange on which registered
|
Common Stock, $1 Par Value
|
|
New York Stock Exchange
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PART I
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|
|
Item 1.
|
||
Item 1A.
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||
Item 1B.
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||
Item 2.
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||
Item 3.
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||
Item 4.
|
||
Supplemental Item.
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||
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PART II
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|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
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||
Item 8.
|
||
Item 9.
|
||
Item 9A.
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||
Item 9B.
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||
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PART III
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|
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Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
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||
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PART IV
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Item 15.
|
||
Item 16.
|
||
|
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SIGNATURES
|
|
|
|
|
|
|
||
|
•
|
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 consumer-direct 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;
|
•
|
capacity constraints, production disruptions, quality issues, price increases or other risks associated with foreign sourcing;
|
•
|
the cost and availability of raw materials, inventories, services and labor for owned and contract manufacturers;
|
•
|
labor disruptions;
|
•
|
changes in relationships with, including the loss of, significant wholesale customers;
|
•
|
the failure of the U.S. Department of Defense to exercise future purchase options or award new contracts, or the cancellation or modification of existing contracts by the U.S. Department of Defense or other military purchasers;
|
•
|
risks related to the significant investment in, and performance of, the Company’s consumer-direct operations;
|
•
|
risks related to the expanding into new markets and complementary product categories as well as consumer-direct operations;
|
•
|
the impact of seasonality and unpredictable weather conditions;
|
•
|
changes in general economic conditions and/or the credit markets on the Company’s distributors, suppliers and retailers;
|
•
|
increase 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;
|
•
|
the potential breach of the Company’s databases, or those of its vendors, which contain certain personal information or payment card data;
|
•
|
problems affecting the Company’s 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, and implementing new initiatives and ventures;
|
•
|
the risk of impairment to goodwill and other acquired intangibles;
|
•
|
the success of the Company’s consumer-direct realignment initiatives; and
|
•
|
changes in future pension funding requirements and pension expenses.
|
Item 1.
|
Business
|
•
|
Wolverine Outdoor & Lifestyle Group
, consisting of
Merrell
®
footwear and apparel,
Cat
®
footwear,
Hush Puppies
®
footwear
and apparel,
Chaco
®
footwear and
Sebago
®
footwear and apparel;
|
•
|
Wolverine Boston Group
, consisting of
Sperry
®
footwear and apparel,
Saucony
®
footwear and apparel and
Keds
®
footwear and apparel;
|
•
|
Wolverine Heritage Group
, consisting of
Wolverine
®
footwear and apparel,
Bates
®
uniform footwear,
Harley-Davidson
®
footwear and
HyTest
®
safety footwear; and
|
•
|
Wolverine Multi-Brand Group
, consisting of
Stride Rite
®
footwear and apparel and the Company's multi-brand consumer-direct businesses.
|
1.
|
Wolverine Outdoor & Lifestyle Group
|
2.
|
Wolverine Boston Group
|
3.
|
Wolverine Heritage Group
|
4.
|
Wolverine Multi-Brand Group
|
•
|
The Company uses a dedicated sales force and customer service team, third party sales representatives and point-of-purchase materials to support domestic sales.
|
•
|
The Company maintains core in-stock inventories to service department stores, national chains, specialty retailers, catalog retailers, independent retailers, uniform outlets and its own consumer-direct business.
|
•
|
The Company uses volume direct programs to ship products directly to the retail customer without going through a Company distribution center and provide products at competitive prices to service major retail, catalog, mass merchant and government customers.
|
•
|
The Company uses a network of independent
Shoemobile
®
distribution outlets to distribute certain of the Company’s work and occupational footwear brands at industrial facilities.
|
•
|
The Company solicits all branches of the U.S. military and submits bids for contracts to supply specific footwear products.
|
•
|
The Company also operates brick and mortar retail stores and eCommerce websites.
|
Item 1A.
|
Risk Factors
|
•
|
In the wholesale business, sales of footwear are dependent on orders from major customers, who may change delivery schedules, change the mix of products they order or cancel orders without penalty.
|
•
|
Wholesale customers set the delivery schedule for shipments of the Company’s products, which could cause shifts of sales between quarters.
|
•
|
Our estimated annual tax rate is based on projections of our domestic and international operating results for the year, which the Company reviews and revises as necessary each quarter.
|
•
|
Our earnings are also sensitive to a number of factors that are beyond the Company’s control, including manufacturing and transportation costs, changes in product sales mix, geographic sales trends, weather conditions, customer demand, consumer sentiment and currency exchange rate fluctuations.
|
•
|
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.
|
•
|
political instability and terrorist attacks;
|
•
|
differences in business culture;
|
•
|
different laws governing relationships with employees and business partners;
|
•
|
changes in diplomatic and trade relationships; and
|
•
|
general economic fluctuations in specific countries or markets.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Name
|
|
Age
|
|
Positions held with the Company
|
Brendan M. Gibbons
|
|
41
|
|
Senior Vice President, General Counsel and Secretary
|
Michael Jeppesen
|
|
57
|
|
President, Global Operations Group and Wolverine Heritage Group
|
Amy M. Klimek
|
|
43
|
|
Senior Vice President, Global Human Resources
|
Blake W. Krueger
|
|
63
|
|
Chairman of the Board, Chief Executive Officer and President
|
Todd Spaletto
|
|
45
|
|
President, Wolverine Outdoor & Lifestyle Group
|
Michael D. Stornant
|
|
50
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
Richard J. Woodworth
|
|
59
|
|
President, Wolverine Boston Group
|
James D. Zwiers
|
|
49
|
|
Executive Vice President
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||||||||
Stock price
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First quarter
|
$
|
20.23
|
|
|
$
|
14.74
|
|
|
$
|
32.57
|
|
|
$
|
26.86
|
|
Second quarter
|
20.70
|
|
|
16.44
|
|
|
35.20
|
|
|
28.54
|
|
||||
Third quarter
|
25.54
|
|
|
18.51
|
|
|
29.94
|
|
|
24.98
|
|
||||
Fourth quarter
|
25.31
|
|
|
20.58
|
|
|
27.24
|
|
|
16.70
|
|
|
Fiscal Year
|
||||||
Cash dividends declared per share
|
2016
|
|
2015
|
||||
First quarter
|
$
|
0.06
|
|
|
$
|
0.06
|
|
Second quarter
|
0.06
|
|
|
0.06
|
|
||
Third quarter
|
0.06
|
|
|
0.06
|
|
||
Fourth quarter
|
0.06
|
|
|
0.06
|
|
Period
|
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
|
||||||
Period 10 (September 11, 2016 to October 8, 2016)
|
|
|
|
|
|
|
|
||||||
Common Stock Repurchase Program
(1)
|
573,391
|
|
|
$
|
22.75
|
|
|
573,391
|
|
|
$
|
277,550,228
|
|
Employee Transactions
(2)
|
1,182
|
|
|
$
|
22.71
|
|
|
|
|
|
|||
Period 11 (October 9, 2016 to November 5, 2016)
|
|
|
|
|
|
|
|
||||||
Common Stock Repurchase Program
(1)
|
398,811
|
|
|
$
|
20.96
|
|
|
398,811
|
|
|
$
|
269,191,271
|
|
Employee Transactions
(2)
|
278
|
|
|
$
|
22.71
|
|
|
|
|
|
|||
Period 12 (November 6, 2016 to December 3, 2016)
|
|
|
|
|
|
|
|
||||||
Common Stock Repurchase Program
(1)
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
269,191,271
|
|
Employee Transactions
(2)
|
12,036
|
|
|
$
|
24.07
|
|
|
|
|
|
|||
Period 13 (December 4, 2016 to December 31, 2016)
|
|
|
|
|
|
|
|
||||||
Common Stock Repurchase Program
(1)
|
1,112,380
|
|
|
$
|
22.14
|
|
|
1,112,380
|
|
|
$
|
244,561,688
|
|
Employee Transactions
(2)
|
7,188
|
|
|
$
|
23.32
|
|
|
|
|
|
|||
Total for Fourth Quarter ended December 31, 2016
|
|
|
|
|
|
|
|
||||||
Common Stock Repurchase Program
(1)
|
2,084,582
|
|
|
$
|
22.08
|
|
|
2,084,582
|
|
|
$
|
244,561,688
|
|
Employee Transactions
(2)
|
20,684
|
|
|
$
|
23.71
|
|
|
|
|
|
(1)
|
The Company’s Board of Directors approved a common stock repurchase program on February 11, 2014. This program, which was terminated on August 8, 2016, authorized the repurchase of up to $
200.0 million
of common stock. On August 8, 2016, the Company's Board of Directors approved a new common stock repurchase program that authorizes the repurchase of up to $
300.0 million
in common stock over a four-year period, although the annual amount of any stock repurchases are restricted under the terms of the Company's Credit Agreement and senior notes indenture.
|
(2)
|
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 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.
|
Selected Financial Data
|
|
Fiscal Year
|
||||||||||||||||||
(In millions, except per share data)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
(5)
|
||||||||||
Summary of Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
2,494.6
|
|
|
$
|
2,691.6
|
|
|
$
|
2,761.1
|
|
|
$
|
2,691.1
|
|
|
$
|
1,640.8
|
|
Net earnings attributable to Wolverine World Wide, Inc.
|
87.7
|
|
|
122.8
|
|
|
133.1
|
|
|
100.4
|
|
|
80.7
|
|
|||||
Net earnings per share of common stock:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net earnings
(2)(3)
|
$
|
0.90
|
|
|
$
|
1.22
|
|
|
$
|
1.33
|
|
|
$
|
1.01
|
|
|
$
|
0.84
|
|
Diluted net earnings
(2)(3)
|
0.89
|
|
|
1.20
|
|
|
1.30
|
|
|
0.99
|
|
|
0.81
|
|
|||||
Cash dividends declared
(3)
|
0.24
|
|
|
0.24
|
|
|
0.24
|
|
|
0.24
|
|
|
0.24
|
|
|||||
Financial Position at Year-End
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
(4)
|
$
|
2,431.7
|
|
|
$
|
2,434.4
|
|
|
$
|
2,491.3
|
|
|
$
|
2,604.4
|
|
|
$
|
2,579.2
|
|
Debt
(4)
|
820.7
|
|
|
809.8
|
|
|
887.6
|
|
|
1,132.2
|
|
|
1,214.8
|
|
(1)
|
This summary should be read in conjunction with the consolidated financial statements and the related notes, which are included in Item 8 of this Annual Report on Form 10-K.
|
(2)
|
Basic earnings per share are based on the weighted average number of shares of common stock outstanding during the year after adjustment for nonvested restricted common stock. Diluted earnings per share assume the exercise of dilutive stock options and the vesting of all outstanding restricted stock and units.
|
(3)
|
All per share data has been presented to reflect the two-for-one stock split in the form of a stock dividend paid on November 1, 2013 to stockholders of record on October 1, 2013.
|
(4)
|
Total assets and Debt have been restated due to the adoption of ASU 2014-03 in fiscal 2016, which resulted in the reclassification of deferred financing costs from Deferred financing costs to Long-term debt.
|
(5)
|
Beginning October 9, 2012, the reported amounts include the operating results of the Performance + Lifestyle business of Collective Brands, Inc. ("PLG"), which the Company acquired in October 2012.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Revenue for fiscal 2016 was $
2,494.6 million
, a decrease of
7.3
% compared to fiscal 2015. The decrease reflects the closure of retail stores ($34.5 million), the negative impact of foreign exchange ($17.1 million), the exit of the
Cushe
®
business ($14.9 million) and lower demand for products within the Company's operating groups.
|
•
|
Gross margin for fiscal 2016 was
38.5
%, a decrease of
60
basis points from fiscal 2015. The gross margin decline was driven by the negative impact of foreign exchange, store closures and a negative mix shift in international markets, which were partially offset by product cost reductions.
|
•
|
Operating expenses decreased $
50.6 million
in fiscal 2016, to $
800.0 million
. Operating expenses were favorably impacted by lower store operating costs due to store closures, lower pension expense, lower advertising costs, lower selling expenses and the impact of foreign exchange, which were partially offset by higher restructuring and impairment costs and higher incentive compensation expense.
|
•
|
The effective tax rate in fiscal 2016 was
20.8
% compared to
25.2
% in fiscal 2015. The lower effective tax rate in fiscal 2016 reflects more favorable discrete items compared to fiscal 2015.
|
•
|
Cash provided by operating activities was
$296.3
million during fiscal 2016 compared to cash provided by operating activities of $
215.5 million
in fiscal 2015.
|
•
|
Inventories were 25.3% lower in fiscal 2016 compared to 2015.
|
•
|
The Company declared cash dividends of $
0.24
per share, in both fiscal 2016 and fiscal 2015.
|
|
Fiscal Year
|
|
Percent Change vs. Prior Year
|
||||||||||||||
(In millions, except per share data)
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
||||||||
Revenue
|
$
|
2,494.6
|
|
|
$
|
2,691.6
|
|
|
$
|
2,761.1
|
|
|
(7.3
|
)%
|
|
(2.5
|
)%
|
Cost of goods sold
|
1,526.4
|
|
|
1,636.9
|
|
|
1,673.8
|
|
|
(6.8
|
)
|
|
(2.2
|
)
|
|||
Restructuring costs
|
8.3
|
|
|
3.0
|
|
|
1.0
|
|
|
176.7
|
|
|
200.0
|
|
|||
Gross profit
|
959.9
|
|
|
1,051.7
|
|
|
1,086.3
|
|
|
(8.7
|
)
|
|
(3.2
|
)
|
|||
Selling, general and administrative expenses
|
758.0
|
|
|
816.0
|
|
|
815.2
|
|
|
(7.1
|
)
|
|
0.1
|
|
|||
Acquisition-related integration costs
|
—
|
|
|
—
|
|
|
15.2
|
|
|
—
|
|
|
(100.0
|
)
|
|||
Restructuring and impairment costs
|
42.0
|
|
|
34.6
|
|
|
26.0
|
|
|
21.4
|
|
|
33.1
|
|
|||
Operating profit
|
159.9
|
|
|
201.1
|
|
|
229.9
|
|
|
(20.5
|
)
|
|
(12.5
|
)
|
|||
Interest expense, net
|
34.8
|
|
|
38.2
|
|
|
45.4
|
|
|
(8.9
|
)
|
|
(15.9
|
)
|
|||
Debt extinguishment and other costs
|
18.1
|
|
|
1.6
|
|
|
1.3
|
|
|
1,031.3
|
|
|
23.1
|
|
|||
Other expense (income), net
|
(3.5
|
)
|
|
(3.3
|
)
|
|
1.7
|
|
|
6.1
|
|
|
294.1
|
|
|||
Earnings before income taxes
|
110.5
|
|
|
164.6
|
|
|
181.5
|
|
|
(32.9
|
)
|
|
(9.3
|
)
|
|||
Income tax expense
|
23.0
|
|
|
41.4
|
|
|
47.6
|
|
|
(44.4
|
)
|
|
(13.0
|
)
|
|||
Net earnings
|
87.5
|
|
|
123.2
|
|
|
133.9
|
|
|
(29.0
|
)
|
|
(8.0
|
)
|
|||
Less: net earnings (loss) attributable to noncontrolling interest
|
(0.2
|
)
|
|
0.4
|
|
|
0.8
|
|
|
(150.0
|
)
|
|
(50.0
|
)
|
|||
Net earnings attributable to Wolverine World Wide, Inc.
|
$
|
87.7
|
|
|
$
|
122.8
|
|
|
$
|
133.1
|
|
|
(28.6
|
)%
|
|
(7.7
|
)%
|
Diluted earnings per share
|
$
|
0.89
|
|
|
$
|
1.20
|
|
|
$
|
1.30
|
|
|
(25.8
|
)%
|
|
(7.7
|
)%
|
•
|
Wolverine Outdoor & Lifestyle Group
, consisting of
Merrell
®
footwear and apparel,
Cat
®
footwear,
Hush Puppies
®
footwear
and apparel,
Chaco
®
footwear,
Sebago
®
footwear and apparel and
Cushe
®
footwear;
|
•
|
Wolverine Boston Group
, consisting of
Sperry
®
footwear and apparel,
Saucony
®
footwear and apparel and
Keds
®
footwear and apparel;
|
•
|
Wolverine Heritage Group
, consisting of
Wolverine
®
footwear and apparel,
Bates
®
uniform footwear,
Harley-Davidson
®
footwear and
HyTest
®
safety footwear; and
|
•
|
Wolverine Multi-Brand Group
, consisting of
Stride Rite
®
footwear and apparel and the Company's multi-brand consumer-direct businesses.
|
|
Fiscal Year
|
|
|
|
Percent Change
|
|
Fiscal Year
|
|
|
|
Percent Change
|
||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
Change
|
|
|
2015
|
|
2014
|
|
Change
|
|
||||||||||||||||
REVENUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Wolverine Outdoor & Lifestyle Group
|
$
|
890.6
|
|
|
$
|
957.5
|
|
|
$
|
(66.9
|
)
|
|
(7.0
|
)%
|
|
$
|
957.5
|
|
|
$
|
1,024.6
|
|
|
$
|
(67.1
|
)
|
|
(6.5
|
)%
|
Wolverine Boston Group
|
889.4
|
|
|
942.8
|
|
|
(53.4
|
)
|
|
(5.7
|
)
|
|
942.8
|
|
|
906.1
|
|
|
36.7
|
|
|
4.1
|
|
||||||
Wolverine Heritage Group
|
347.0
|
|
|
370.5
|
|
|
(23.5
|
)
|
|
(6.3
|
)
|
|
370.5
|
|
|
369.7
|
|
|
0.8
|
|
|
0.2
|
|
||||||
Wolverine Multi-Brand Group
|
304.3
|
|
|
351.2
|
|
|
(46.9
|
)
|
|
(13.4
|
)
|
|
351.2
|
|
|
399.0
|
|
|
(47.8
|
)
|
|
(12.0
|
)
|
||||||
Other
|
63.3
|
|
|
69.6
|
|
|
(6.3
|
)
|
|
(9.1
|
)
|
|
69.6
|
|
|
61.7
|
|
|
7.9
|
|
|
12.8
|
|
||||||
Total
|
$
|
2,494.6
|
|
|
$
|
2,691.6
|
|
|
$
|
(197.0
|
)
|
|
(7.3
|
)%
|
|
$
|
2,691.6
|
|
|
$
|
2,761.1
|
|
|
$
|
(69.5
|
)
|
|
(2.5
|
)%
|
|
Fiscal Year
|
|
|
|
Percent Change
|
|
Fiscal Year
|
|
|
|
Percent Change
|
||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
Change
|
|
|
2015
|
|
2014
|
|
Change
|
|
||||||||||||||||
OPERATING PROFIT (LOSS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Wolverine Outdoor & Lifestyle Group
|
$
|
166.8
|
|
|
$
|
197.7
|
|
|
$
|
(30.9
|
)
|
|
(15.6
|
)%
|
|
$
|
197.7
|
|
|
$
|
216.0
|
|
|
$
|
(18.3
|
)
|
|
(8.5
|
)%
|
Wolverine Boston Group
|
121.7
|
|
|
132.9
|
|
|
(11.2
|
)
|
|
(8.4
|
)
|
|
132.9
|
|
|
132.9
|
|
|
—
|
|
|
—
|
|
||||||
Wolverine Heritage Group
|
50.8
|
|
|
54.6
|
|
|
(3.8
|
)
|
|
(7.0
|
)
|
|
54.6
|
|
|
59.5
|
|
|
(4.9
|
)
|
|
(8.2
|
)
|
||||||
Wolverine Multi-Brand Group
|
4.8
|
|
|
5.2
|
|
|
(0.4
|
)
|
|
(7.7
|
)
|
|
5.2
|
|
|
14.3
|
|
|
(9.1
|
)
|
|
(63.6
|
)
|
||||||
Other
|
5.5
|
|
|
5.6
|
|
|
(0.1
|
)
|
|
(1.8
|
)
|
|
5.6
|
|
|
4.4
|
|
|
1.2
|
|
|
27.3
|
|
||||||
Corporate
|
(189.7
|
)
|
|
(194.9
|
)
|
|
5.2
|
|
|
(2.7
|
)
|
|
(194.9
|
)
|
|
(197.2
|
)
|
|
2.3
|
|
|
1.2
|
|
||||||
Total
|
$
|
159.9
|
|
|
$
|
201.1
|
|
|
$
|
(41.2
|
)
|
|
(20.5
|
)%
|
|
$
|
201.1
|
|
|
$
|
229.9
|
|
|
$
|
(28.8
|
)
|
|
(12.5
|
)%
|
|
Fiscal Year
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Cash and cash equivalents
|
$
|
369.8
|
|
|
$
|
194.1
|
|
|
$
|
223.8
|
|
Debt
|
820.7
|
|
|
809.8
|
|
|
887.6
|
|
|||
Available revolving credit facility
(1)
|
597.4
|
|
|
496.2
|
|
|
196.4
|
|
|||
Cash provided by operating activities
|
296.3
|
|
|
215.5
|
|
|
314.6
|
|
|||
Cash used in investing activities
|
(38.4
|
)
|
|
(50.0
|
)
|
|
(34.8
|
)
|
|||
Cash used in financing activities
|
(79.5
|
)
|
|
(187.3
|
)
|
|
(270.4
|
)
|
|||
Additions to property, plant and equipment
|
55.3
|
|
|
46.4
|
|
|
30.0
|
|
|||
Depreciation and amortization
|
43.5
|
|
|
48.7
|
|
|
53.3
|
|
(1)
|
Amounts are net of both borrowings and outstanding standby letters of credit in accordance with the terms of the revolving credit facility.
|
(In millions)
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Long-term debt obligations
(1)
|
$
|
1,000.2
|
|
|
$
|
66.9
|
|
|
$
|
168.1
|
|
|
$
|
456.9
|
|
|
$
|
308.3
|
|
Capital lease obligations
|
0.6
|
|
|
0.1
|
|
|
0.2
|
|
|
0.3
|
|
|
—
|
|
|||||
Operating lease obligations
|
358.3
|
|
|
47.6
|
|
|
83.1
|
|
|
68.4
|
|
|
159.2
|
|
|||||
Purchase obligations
(2)
|
288.6
|
|
|
288.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Pension
(3)
|
2.8
|
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Supplemental Executive Retirement Plan
|
39.1
|
|
|
3.8
|
|
|
7.6
|
|
|
7.8
|
|
|
19.9
|
|
|||||
Deferred compensation
|
2.3
|
|
|
0.4
|
|
|
0.9
|
|
|
0.6
|
|
|
0.4
|
|
|||||
Dividends declared
|
5.8
|
|
|
5.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Minimum royalties
|
6.4
|
|
|
2.0
|
|
|
2.9
|
|
|
1.5
|
|
|
—
|
|
|||||
Minimum advertising
|
24.8
|
|
|
3.3
|
|
|
6.7
|
|
|
7.2
|
|
|
7.6
|
|
|||||
Total
(4)
|
$
|
1,728.9
|
|
|
$
|
421.3
|
|
|
$
|
269.5
|
|
|
$
|
542.7
|
|
|
$
|
495.4
|
|
(1)
|
Includes principal and interest payments on the Company’s long-term debt, net of the impact of the interest rate swaps. Estimated future interest payments on outstanding debt obligations are based on interest rates as of
December 31, 2016
. Actual cash outflows may differ significantly due to changes in underlying interest rates. See Note 10 to the consolidated financial statements for additional information on the Company's interest rate swaps.
|
(2)
|
Purchase obligations related primarily to inventory and capital expenditure commitments.
|
(3)
|
Pension obligations reflect expected pension funding, which is the amount of required funding obligations under government regulation. Funding amounts are calculated on an annual basis and no required or planned funding beyond one year has been determined.
|
(4)
|
The total amount of unrecognized tax benefits on the consolidated balance sheet at
December 31, 2016
is $
8.9 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.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
Consolidated Statements of Operations
|
|
Consolidated Statements of Comprehensive Income
|
|
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. Inventories
|
|
Note 7. Debt
|
|
Note 8. Accumulated Other Comprehensive Income (Loss)
|
|
Note 9. Property, Plant and Equipment
|
|
Note 10. Financial Instruments and Risk Management
|
|
Note 11. Stock-Based Compensation
|
|
Note 12. Retirement Plans
|
|
Note 13. Income Taxes
|
|
Note 14. Litigation and Contingencies
|
|
Note 15. Business Segments
|
|
Note 16. Restructuring Activities
|
|
Note 17. Business Acquisitions
|
|
Note 18. Quarterly Results of Operations (Unaudited)
|
|
|
|
Reports of Independent Registered Public Accounting Firm
|
|
Fiscal Year
|
||||||||||
(In millions, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue
|
$
|
2,494.6
|
|
|
$
|
2,691.6
|
|
|
$
|
2,761.1
|
|
Cost of goods sold
|
1,526.4
|
|
|
1,636.9
|
|
|
1,673.8
|
|
|||
Restructuring costs
|
8.3
|
|
|
3.0
|
|
|
1.0
|
|
|||
Gross profit
|
959.9
|
|
|
1,051.7
|
|
|
1,086.3
|
|
|||
Selling, general and administrative expenses
|
758.0
|
|
|
816.0
|
|
|
815.2
|
|
|||
Acquisition-related integration costs
|
—
|
|
|
—
|
|
|
15.2
|
|
|||
Restructuring and impairment costs
|
42.0
|
|
|
34.6
|
|
|
26.0
|
|
|||
Operating profit
|
159.9
|
|
|
201.1
|
|
|
229.9
|
|
|||
Other expenses:
|
|
|
|
|
|
||||||
Interest expense, net
|
34.8
|
|
|
38.2
|
|
|
45.4
|
|
|||
Debt extinguishment and other costs
|
18.1
|
|
|
1.6
|
|
|
1.3
|
|
|||
Other expense (income), net
|
(3.5
|
)
|
|
(3.3
|
)
|
|
1.7
|
|
|||
Total other expenses
|
49.4
|
|
|
36.5
|
|
|
48.4
|
|
|||
Earnings before income taxes
|
110.5
|
|
|
164.6
|
|
|
181.5
|
|
|||
Income taxes
|
23.0
|
|
|
41.4
|
|
|
47.6
|
|
|||
Net earnings
|
87.5
|
|
|
123.2
|
|
|
133.9
|
|
|||
Less: net earnings (loss) attributable to noncontrolling interest
|
(0.2
|
)
|
|
0.4
|
|
|
0.8
|
|
|||
Net earnings attributable to Wolverine World Wide, Inc.
|
$
|
87.7
|
|
|
$
|
122.8
|
|
|
$
|
133.1
|
|
Net earnings per share (see Note 3):
|
|
|
|
|
|
||||||
Basic
|
$
|
0.90
|
|
|
$
|
1.22
|
|
|
$
|
1.33
|
|
Diluted
|
$
|
0.89
|
|
|
$
|
1.20
|
|
|
$
|
1.30
|
|
|
Fiscal Year
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Net earnings
|
$
|
87.5
|
|
|
$
|
123.2
|
|
|
$
|
133.9
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(6.6
|
)
|
|
(31.8
|
)
|
|
(18.5
|
)
|
|||
Foreign exchange contracts:
|
|
|
|
|
|
||||||
Unrealized gain arising during the period, net of taxes of $3.0, $4.9 and $4.1
|
5.5
|
|
|
10.8
|
|
|
9.1
|
|
|||
Reclassification adjustments into cost of goods sold, net of taxes of $(2.2), $(6.0) and $0.2
|
(5.8
|
)
|
|
(13.0
|
)
|
|
0.3
|
|
|||
Interest rate swaps:
|
|
|
|
|
|
||||||
Unrealized loss arising during the period, net of taxes of $(1.1), $(2.2) and $(0.1)
|
(2.0
|
)
|
|
(4.2
|
)
|
|
(0.2
|
)
|
|||
Reclassification adjustments into interest expense, net of taxes of $0.5, $0.7 and $0
|
1.1
|
|
|
1.4
|
|
|
—
|
|
|||
Pension adjustments:
|
|
|
|
|
|
||||||
Net actuarial gain (loss) arising during the period, net of taxes of $(11.2), $8.2 and $(19.6)
|
(20.8
|
)
|
|
15.2
|
|
|
(36.3
|
)
|
|||
Amortization of prior actuarial losses, net of taxes of $1.7, $7.3 and $2.6
|
3.2
|
|
|
13.5
|
|
|
4.8
|
|
|||
Amortization of prior service cost
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|||
Settlement gain included in net income, net of taxes of $0, $0 and $(0.3)
|
(0.1
|
)
|
|
—
|
|
|
(0.7
|
)
|
|||
Other comprehensive loss
|
(25.4
|
)
|
|
(8.0
|
)
|
|
(41.4
|
)
|
|||
Less: other comprehensive loss attributable to noncontrolling interest
|
(0.4
|
)
|
|
(1.4
|
)
|
|
(1.1
|
)
|
|||
Other comprehensive loss attributable to Wolverine World Wide, Inc.
|
(25.0
|
)
|
|
(6.6
|
)
|
|
(40.3
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||
Comprehensive income
|
62.1
|
|
|
115.2
|
|
|
92.5
|
|
|||
Less: comprehensive loss attributable to noncontrolling interest
|
(0.6
|
)
|
|
(1.0
|
)
|
|
(0.3
|
)
|
|||
Comprehensive income attributable to Wolverine World Wide, Inc.
|
$
|
62.7
|
|
|
$
|
116.2
|
|
|
$
|
92.8
|
|
(In millions, except share data)
|
December 31,
2016 |
|
January 2,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
369.8
|
|
|
$
|
194.1
|
|
Accounts receivable, less allowances:
|
|
|
|
||||
December 31, 2016 – $39.4
|
|
|
|
||||
January 2, 2016 – $44.4
|
263.3
|
|
|
298.9
|
|
||
Inventories:
|
|
|
|
||||
Finished products
|
333.7
|
|
|
448.0
|
|
||
Raw materials and work-in-process
|
15.0
|
|
|
18.6
|
|
||
Total inventories
|
348.7
|
|
|
466.6
|
|
||
Prepaid expenses and other current assets
|
49.6
|
|
|
54.2
|
|
||
Total current assets
|
1,031.4
|
|
|
1,013.8
|
|
||
Property, plant and equipment:
|
|
|
|
||||
Gross cost
|
434.0
|
|
|
431.5
|
|
||
Accumulated depreciation
|
(287.9
|
)
|
|
(299.9
|
)
|
||
Property, plant and equipment, net
|
146.1
|
|
|
131.6
|
|
||
Other assets:
|
|
|
|
||||
Goodwill
|
424.3
|
|
|
429.1
|
|
||
Indefinite-lived intangibles
|
678.5
|
|
|
685.4
|
|
||
Amortizable intangibles, net
|
83.8
|
|
|
97.3
|
|
||
Deferred income taxes
|
2.3
|
|
|
3.7
|
|
||
Other
|
65.3
|
|
|
73.5
|
|
||
Total other assets
|
1,254.2
|
|
|
1,289.0
|
|
||
Total assets
|
$
|
2,431.7
|
|
|
$
|
2,434.4
|
|
(In millions, except share data)
|
December 31,
2016 |
|
January 2,
2016 |
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
150.8
|
|
|
$
|
199.7
|
|
Accrued salaries and wages
|
30.8
|
|
|
28.5
|
|
||
Other accrued liabilities
|
111.7
|
|
|
108.2
|
|
||
Current maturities of long-term debt
|
37.5
|
|
|
16.9
|
|
||
Borrowings under revolving credit agreements and other short-term notes
|
2.9
|
|
|
—
|
|
||
Total current liabilities
|
333.7
|
|
|
353.3
|
|
||
Long-term debt, less current maturities
|
780.3
|
|
|
792.9
|
|
||
Accrued pension liabilities
|
143.1
|
|
|
109.6
|
|
||
Deferred income taxes
|
161.0
|
|
|
178.6
|
|
||
Other liabilities
|
39.5
|
|
|
30.3
|
|
||
Stockholders’ equity
|
|
|
|
||||
Wolverine World Wide, Inc. stockholders’ equity:
|
|
|
|
||||
Common stock – par value $1, authorized 320,000,000 shares; shares issued (including shares in treasury):
|
|
|
|
||||
December 31, 2016 – 105,647,040 shares
|
|
|
|
||||
January 2, 2016 – 103,915,928 shares
|
105.6
|
|
|
103.9
|
|
||
Additional paid-in capital
|
103.2
|
|
|
75.9
|
|
||
Retained earnings
|
1,015.1
|
|
|
950.8
|
|
||
Accumulated other comprehensive loss
|
(81.1
|
)
|
|
(56.1
|
)
|
||
Cost of shares in treasury:
|
|
|
|
||||
December 31, 2016 – 8,522,425 shares
|
|
|
|
||||
January 2, 2016 – 5,457,726 shares
|
(176.3
|
)
|
|
(110.8
|
)
|
||
Total Wolverine World Wide, Inc. stockholders’ equity
|
966.5
|
|
|
963.7
|
|
||
Noncontrolling interest
|
7.6
|
|
|
6.0
|
|
||
Total stockholders’ equity
|
974.1
|
|
|
969.7
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,431.7
|
|
|
$
|
2,434.4
|
|
|
Fiscal Year
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net earnings
|
$
|
87.5
|
|
|
$
|
123.2
|
|
|
$
|
133.9
|
|
Adjustments necessary to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
43.5
|
|
|
48.7
|
|
|
53.3
|
|
|||
Deferred income taxes
|
(5.8
|
)
|
|
(26.7
|
)
|
|
(19.1
|
)
|
|||
Stock-based compensation expense
|
22.8
|
|
|
18.7
|
|
|
25.1
|
|
|||
Excess tax benefits from stock-based compensation
|
(0.6
|
)
|
|
(4.9
|
)
|
|
(5.6
|
)
|
|||
Pension contribution
|
(1.5
|
)
|
|
—
|
|
|
(3.9
|
)
|
|||
Pension and SERP expense
|
10.4
|
|
|
27.9
|
|
|
11.9
|
|
|||
Debt extinguishment costs
|
17.4
|
|
|
1.6
|
|
|
1.3
|
|
|||
Restructuring and impairment costs
|
50.3
|
|
|
37.6
|
|
|
27.0
|
|
|||
Cash payments related to restructuring costs
|
(19.4
|
)
|
|
(10.3
|
)
|
|
(7.7
|
)
|
|||
Other
|
(6.3
|
)
|
|
(2.0
|
)
|
|
11.5
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
32.3
|
|
|
5.8
|
|
|
76.5
|
|
|||
Inventories
|
110.0
|
|
|
(68.8
|
)
|
|
2.9
|
|
|||
Other operating assets
|
2.3
|
|
|
14.6
|
|
|
(17.8
|
)
|
|||
Accounts payable
|
(50.4
|
)
|
|
52.9
|
|
|
16.2
|
|
|||
Other operating liabilities
|
3.8
|
|
|
(2.8
|
)
|
|
9.1
|
|
|||
Net cash provided by operating activities
|
296.3
|
|
|
215.5
|
|
|
314.6
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
(55.3
|
)
|
|
(46.4
|
)
|
|
(30.0
|
)
|
|||
Proceeds from sale of a business
|
7.8
|
|
|
—
|
|
|
—
|
|
|||
Investment in joint venture
|
(0.5
|
)
|
|
—
|
|
|
(1.1
|
)
|
|||
Other
|
9.6
|
|
|
(3.6
|
)
|
|
(3.7
|
)
|
|||
Net cash used in investing activities
|
(38.4
|
)
|
|
(50.0
|
)
|
|
(34.8
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Net borrowings under revolving credit agreements and other short-term notes
|
3.1
|
|
|
—
|
|
|
—
|
|
|||
Borrowings of long-term debt
|
400.0
|
|
|
450.0
|
|
|
—
|
|
|||
Payments on long-term debt
|
(393.8
|
)
|
|
(530.9
|
)
|
|
(249.8
|
)
|
|||
Payments of debt issuance and debt extinguishment costs
|
(17.9
|
)
|
|
(2.4
|
)
|
|
—
|
|
|||
Cash dividends paid
|
(23.5
|
)
|
|
(24.4
|
)
|
|
(24.0
|
)
|
|||
Purchase of common stock for treasury
|
(52.7
|
)
|
|
(92.6
|
)
|
|
—
|
|
|||
Purchases of shares under employee stock plans
|
(4.9
|
)
|
|
(7.7
|
)
|
|
(10.5
|
)
|
|||
Proceeds from the exercise of stock options
|
7.4
|
|
|
13.3
|
|
|
7.3
|
|
|||
Excess tax benefits from stock-based compensation
|
0.6
|
|
|
4.9
|
|
|
5.6
|
|
|||
Contributions from noncontrolling interests
|
2.2
|
|
|
2.5
|
|
|
1.0
|
|
|||
Net cash used in financing activities
|
(79.5
|
)
|
|
(187.3
|
)
|
|
(270.4
|
)
|
|||
Effect of foreign exchange rate changes
|
(2.7
|
)
|
|
(7.9
|
)
|
|
0.2
|
|
|||
Increase (decrease) in cash and cash equivalents
|
175.7
|
|
|
(29.7
|
)
|
|
9.6
|
|
|||
Cash and cash equivalents at beginning of the year
|
194.1
|
|
|
223.8
|
|
|
214.2
|
|
|||
Cash and cash equivalents at end of the year
|
$
|
369.8
|
|
|
$
|
194.1
|
|
|
$
|
223.8
|
|
OTHER CASH FLOW INFORMATION
|
|
|
|
|
|
||||||
Interest paid
|
$
|
33.7
|
|
|
$
|
34.9
|
|
|
$
|
42.2
|
|
Net income taxes paid
|
35.4
|
|
|
49.8
|
|
|
70.2
|
|
|||
NON-CASH INVESTING AND FINANCING ACTIVITY
|
|
|
|
|
|
||||||
Additions to property, plant and equipment not yet paid
|
1.7
|
|
|
—
|
|
|
—
|
|
|||
Purchase of common stock for treasury not yet paid
|
9.2
|
|
|
—
|
|
|
—
|
|
|
Wolverine World Wide, Inc. Stockholders' Equity
|
|
|
|
|
||||||||||||||||||||||
(In millions, except share and per share data)
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury Stock
|
|
Non-controlling Interest
|
|
Total
|
||||||||||||||
Balance at December 28, 2013
|
$
|
100.8
|
|
|
$
|
5.0
|
|
|
$
|
743.1
|
|
|
$
|
(9.2
|
)
|
|
$
|
(2.1
|
)
|
|
$
|
3.8
|
|
|
$
|
841.4
|
|
Net earnings
|
|
|
|
|
133.1
|
|
|
|
|
|
|
0.8
|
|
|
133.9
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
(40.3
|
)
|
|
|
|
(1.1
|
)
|
|
(41.4
|
)
|
|||||||||||
Shares issued under stock incentive plans, net of forfeitures (795,523 shares)
|
0.8
|
|
|
(0.8
|
)
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||
Shares issued for stock options exercised, net (639,655 shares)
|
0.7
|
|
|
6.6
|
|
|
|
|
|
|
|
|
|
|
7.3
|
|
|||||||||||
Stock-based compensation expense
|
|
|
25.1
|
|
|
|
|
|
|
|
|
|
|
25.1
|
|
||||||||||||
Income tax benefits from stock incentive plans
|
|
|
4.2
|
|
|
|
|
|
|
|
|
|
|
4.2
|
|
||||||||||||
Cash dividends declared ($0.24 per share)
|
|
|
|
|
(24.0
|
)
|
|
|
|
|
|
|
|
(24.0
|
)
|
||||||||||||
Issuance of treasury shares (35,484 shares)
|
|
|
—
|
|
|
|
|
|
|
1.0
|
|
|
|
|
1.0
|
|
|||||||||||
Purchases of shares under employee stock plans (379,782 shares)
|
|
|
|
|
|
|
|
|
(10.5
|
)
|
|
|
|
(10.5
|
)
|
||||||||||||
Capital contribution from noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
1.0
|
|
|
1.0
|
|
||||||||||||
Balance at January 3, 2015
|
$
|
102.3
|
|
|
$
|
40.1
|
|
|
$
|
852.2
|
|
|
$
|
(49.5
|
)
|
|
$
|
(11.6
|
)
|
|
$
|
4.5
|
|
|
$
|
938.0
|
|
Net earnings
|
|
|
|
|
122.8
|
|
|
|
|
|
|
0.4
|
|
|
123.2
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
(6.6
|
)
|
|
|
|
(1.4
|
)
|
|
(8.0
|
)
|
|||||||||||
Shares issued under stock incentive plans, net of forfeitures (721,621 shares)
|
0.7
|
|
|
(0.7
|
)
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||
Shares issued for stock options exercised, net (941,157 shares)
|
0.9
|
|
|
12.4
|
|
|
|
|
|
|
|
|
|
|
13.3
|
|
|||||||||||
Stock-based compensation expense
|
|
|
18.7
|
|
|
|
|
|
|
|
|
|
|
18.7
|
|
||||||||||||
Income tax benefits from stock incentive plans
|
|
|
5.4
|
|
|
|
|
|
|
|
|
|
|
5.4
|
|
||||||||||||
Cash dividends declared ($0.24 per share)
|
|
|
|
|
(24.2
|
)
|
|
|
|
|
|
|
|
(24.2
|
)
|
||||||||||||
Issuance of treasury shares (40,016 shares)
|
|
|
—
|
|
|
|
|
|
|
1.1
|
|
|
|
|
1.1
|
|
|||||||||||
Purchase of common stock for treasury for treasury (4,804,665 shares)
|
|
|
|
|
|
|
|
|
(92.6
|
)
|
|
|
|
(92.6
|
)
|
||||||||||||
Purchases of shares under employee stock plans (276,275 shares)
|
|
|
|
|
|
|
|
|
(7.7
|
)
|
|
|
|
(7.7
|
)
|
||||||||||||
Capital contribution from noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
2.5
|
|
|
2.5
|
|
||||||||||||
Balance at January 2, 2016
|
$
|
103.9
|
|
|
$
|
75.9
|
|
|
$
|
950.8
|
|
|
$
|
(56.1
|
)
|
|
$
|
(110.8
|
)
|
|
$
|
6.0
|
|
|
$
|
969.7
|
|
|
Wolverine World Wide, Inc. Stockholders' Equity
|
|
|
|
|
||||||||||||||||||||||
(In millions, except share and per share data)
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated
Other Comprehensive Loss |
|
Treasury Stock
|
|
Non-controlling Interest
|
|
Total
|
||||||||||||||
Balance at January 2, 2016
|
$
|
103.9
|
|
|
$
|
75.9
|
|
|
$
|
950.8
|
|
|
$
|
(56.1
|
)
|
|
$
|
(110.8
|
)
|
|
$
|
6.0
|
|
|
$
|
969.7
|
|
Net earnings (loss)
|
|
|
|
|
87.7
|
|
|
|
|
|
|
(0.2
|
)
|
|
87.5
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
(25.0
|
)
|
|
|
|
(0.4
|
)
|
|
(25.4
|
)
|
|||||||||||
Shares issued under stock incentive plans, net of forfeitures (1,200,527 shares)
|
1.2
|
|
|
(1.3
|
)
|
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
|||||||||||
Shares issued for stock options exercised, net (530,585 shares)
|
0.5
|
|
|
6.9
|
|
|
|
|
|
|
|
|
|
|
7.4
|
|
|||||||||||
Stock-based compensation expense
|
|
|
22.8
|
|
|
|
|
|
|
|
|
|
|
22.8
|
|
||||||||||||
Income tax deficiencies from stock incentive plans
|
|
|
(1.0
|
)
|
|
|
|
|
|
|
|
|
|
(1.0
|
)
|
||||||||||||
Cash dividends declared ($0.24 per share)
|
|
|
|
|
(23.4
|
)
|
|
|
|
|
|
|
|
(23.4
|
)
|
||||||||||||
Issuance of treasury shares (57,798 shares)
|
|
|
(0.1
|
)
|
|
|
|
|
|
1.2
|
|
|
|
|
1.1
|
|
|||||||||||
Purchase of common stock for treasury for treasury (2,838,919 shares)
|
|
|
|
|
|
|
|
|
(61.9
|
)
|
|
|
|
(61.9
|
)
|
||||||||||||
Purchases of shares under employee stock plans (283,578 shares)
|
|
|
|
|
|
|
|
|
(4.8
|
)
|
|
|
|
(4.8
|
)
|
||||||||||||
Capital contribution from noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
2.2
|
|
|
2.2
|
|
||||||||||||
Balance at December 31, 2016
|
$
|
105.6
|
|
|
$
|
103.2
|
|
|
$
|
1,015.1
|
|
|
$
|
(81.1
|
)
|
|
$
|
(176.3
|
)
|
|
$
|
7.6
|
|
|
$
|
974.1
|
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
2.
|
NEW ACCOUNTING STANDARDS
|
Standard
|
|
Description
|
|
Effect on the Financial Statements or Other Significant Matters
|
ASU 2014-12,
Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period
|
|
Requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award.
|
|
Did not have a material impact on its existing stock-based compensation plans.
|
ASU 2014-15,
Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern
|
|
Requires that an entity’s management evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.
|
|
Did not have a significant impact on its quarterly reporting process.
|
Standard
|
|
Description
|
|
Effect on the Financial Statements or Other Significant Matters
|
ASU 2015-03,
Simplifying the Presentation of Debt Issuance Costs and ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements
|
|
Requires that debt issuance costs be presented in the balance sheet as a deduction from the carrying amount of the debt. Allows an entity to present debt issuance costs associated with a revolving line of credit arrangement as an asset, regardless of whether a balance is outstanding. Does not affect the recognition and measurement guidance for debt issuance costs.
|
|
Resulted in the reclassification of $10.2 million of deferred financing costs associated with the Company’s long-term debt from deferred financing costs to long-term debt as of January 2, 2016. In accordance with ASU 2015-15, the Company elected to continue to present its debt issuance costs related to its revolving line of credit as an asset. Due to the adoption of this standard, these deferred financing costs are included in other noncurrent assets. The prior period disclosures have been restated to conform to the current year presentation. The new standards did not affect the Company’s results of operations or cash flows.
|
ASU 2016-15,
Classification of Certain Cash Receipts and Cash Payments
|
|
Provides guidance for how certain cash receipts and cash payments should be presented and classified in the statement of cash flows, including debt prepayment or extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of corporate-owned life insurance policies, and distributions received from equity method investees.
|
|
Did not have a material impact on its existing cash flows presentation.
|
Standard
|
|
Description
|
|
Planned Period of Adoption
|
|
Effect on the Financial Statements or Other Significant Matters
|
ASU 2014-09,
Revenue from Contracts with Customers
(as amended by ASUs 2015-04, 2016-08, 2016-10 and 2016-12)
|
|
The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also amends the required disclosures of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.
|
|
Q1 2018
|
|
The Company does not expect the adoption of the new standard to have a significant impact on its consolidated financial position, results of operations or cash flows. The effect on results is not expected to be material because the Company’s analysis of contracts under the new revenue recognition standard supports the recognition of revenue at a point in time for the majority of contracts, which is consistent with the current revenue recognition model. Revenue on the majority of contracts will continue to be recognized at a point in time because of the distinct transfer of control to the customer.
|
ASU 2015-11,
Simplifying the Measurement of Inventory
|
|
Requires that an entity measure inventory at the lower of cost and net realizable value. This ASU does not apply to inventory measured using last-in, first-out.
|
|
Q1 2017
|
|
The Company does not expect the new standard to have a significant impact on its consolidated financial position, results of operations or cash flows.
|
ASU 2016-01,
Recognition and Measurement of Financial Assets and Financial Liabilities
|
|
Enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information. This ASU addresses certain aspects of recognition, measurement, presentation and disclosure of financial statements.
|
|
Q1 2018
|
|
The Company is evaluating the impacts of the new standard on its consolidated financial statements.
|
Standard
|
|
Description
|
|
Planned Period of Adoption
|
|
Effect on the Financial Statements or Other Significant Matters
|
ASU 2016-02,
Leases
|
|
The core principle is that a lessee shall recognize a lease asset and lease liability in its statement of financial position. A lessee should recognize a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term.
|
|
Q1 2019
|
|
The Company is evaluating the impacts of the new standard on its existing leases.
|
ASU 2016-05,
Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships
|
|
Clarifies that the novation of a derivative contract (i.e., a change in the counterparty) in a hedge accounting relationship does not, in and of itself, require dedesignation of that hedge accounting relationship, provided that all other hedge accounting criteria continue to be met.
|
|
Q1 2017
|
|
The Company does not expect the new standard to have a significant impact on its consolidated financial position, results of operations or cash flows.
|
ASU 2016-09,
Improvements to Employee Share-Based Payment Accounting
|
|
Seeks to provide simplification to issues of share-based payment awards in relation to income tax consequences, forfeitures, classification of awards as either equity or liabilities and classification on the statement of cash flows.
|
|
Q1 2017
|
|
The adoption of the new standard in fiscal 2017 is not expected to have a significant impact on the Company’s results of operations and cash flows as the income tax effects of its share-based payment awards will be recognized as a component of income tax expense, instead of as a component of additional paid-in capital.
|
ASU 2016-13,
Measurement of Credit Losses on Financial Instruments
|
|
Seeks to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date by replacing the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.
|
|
Q1 2020
|
|
The Company is evaluating the impacts of the new standard on its existing financial instruments, including trade receivables.
|
3.
|
EARNINGS PER SHARE
|
|
Fiscal Year
|
||||||||||
(In millions, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net earnings attributable to Wolverine World Wide, Inc.
|
$
|
87.7
|
|
|
$
|
122.8
|
|
|
$
|
133.1
|
|
Adjustment for earnings allocated to nonvested restricted common stock
|
(2.1
|
)
|
|
(2.8
|
)
|
|
(2.9
|
)
|
|||
Net earnings used to calculate basic earnings per share
|
85.6
|
|
|
120.0
|
|
|
130.2
|
|
|||
Adjustment for earnings reallocated to nonvested restricted common stock
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|||
Net earnings used to calculate diluted earnings per share
|
$
|
85.7
|
|
|
$
|
120.1
|
|
|
$
|
130.3
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
99.0
|
|
|
102.0
|
|
|
101.4
|
|
|||
Adjustment for nonvested restricted common stock
|
(3.7
|
)
|
|
(3.4
|
)
|
|
(3.2
|
)
|
|||
Shares used to calculate basic earnings per share
|
95.3
|
|
|
98.6
|
|
|
98.2
|
|
|||
Effect of dilutive stock options
|
0.9
|
|
|
1.4
|
|
|
1.9
|
|
|||
Shares used to calculate diluted earnings per share
|
96.2
|
|
|
100.0
|
|
|
100.1
|
|
|||
Net earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.90
|
|
|
$
|
1.22
|
|
|
$
|
1.33
|
|
Diluted
|
$
|
0.89
|
|
|
$
|
1.20
|
|
|
$
|
1.30
|
|
4.
|
GOODWILL AND OTHER INTANGIBLE ASSETS
|
(In millions)
|
Goodwill
|
|
Indefinite-lived intangibles
|
|
Total
|
||||||
Balance at January 3, 2015
|
$
|
438.8
|
|
|
$
|
690.5
|
|
|
$
|
1,129.3
|
|
Impairment
|
—
|
|
|
(5.1
|
)
|
|
(5.1
|
)
|
|||
Foreign currency translation effects
|
(9.7
|
)
|
|
—
|
|
|
(9.7
|
)
|
|||
Balance at January 2, 2016
|
$
|
429.1
|
|
|
$
|
685.4
|
|
|
$
|
1,114.5
|
|
Purchase of intangibles
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|||
Sale of a business
|
(2.3
|
)
|
|
—
|
|
|
(2.3
|
)
|
|||
Impairment
|
—
|
|
|
(7.1
|
)
|
|
(7.1
|
)
|
|||
Foreign currency translation effects
|
(2.5
|
)
|
|
—
|
|
|
(2.5
|
)
|
|||
Balance at December 31, 2016
|
$
|
424.3
|
|
|
$
|
678.5
|
|
|
$
|
1,102.8
|
|
|
December 31, 2016
|
||||||||||||
(In millions)
|
Average remaining life (years)
|
|
Gross carrying
value
|
|
Accumulated
amortization
|
|
Net
|
||||||
Customer relationships
|
16
|
|
$
|
100.5
|
|
|
$
|
21.6
|
|
|
$
|
78.9
|
|
Licensing arrangements
|
1
|
|
28.8
|
|
|
27.6
|
|
|
1.2
|
|
|||
Developed product technology
|
1
|
|
14.9
|
|
|
12.7
|
|
|
2.2
|
|
|||
Other
|
3
|
|
11.4
|
|
|
9.9
|
|
|
1.5
|
|
|||
Total
|
|
|
$
|
155.6
|
|
|
$
|
71.8
|
|
|
$
|
83.8
|
|
|
January 2, 2016
|
||||||||||||
(In millions)
|
Average remaining life (years)
|
|
Gross carrying
value
|
|
Accumulated
amortization
|
|
Net
|
||||||
Customer relationships
|
17
|
|
$
|
100.5
|
|
|
$
|
16.7
|
|
|
$
|
83.8
|
|
Licensing arrangements
|
1
|
|
28.8
|
|
|
22.0
|
|
|
6.8
|
|
|||
Developed product technology
|
2
|
|
14.9
|
|
|
9.8
|
|
|
5.1
|
|
|||
Other
|
3
|
|
11.2
|
|
|
9.6
|
|
|
1.6
|
|
|||
Total
|
|
|
$
|
155.4
|
|
|
$
|
58.1
|
|
|
$
|
97.3
|
|
(In millions)
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
||||||||||
Amortization expense
|
$
|
9.0
|
|
|
$
|
5.5
|
|
|
$
|
5.3
|
|
|
$
|
5.2
|
|
|
$
|
5.0
|
|
5.
|
ACCOUNTS RECEIVABLE
|
|
Fiscal Year
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Accounts receivable sold
|
$
|
614.9
|
|
|
$
|
657.4
|
|
|
$
|
72.8
|
|
Fees charged
|
1.7
|
|
|
1.4
|
|
|
0.1
|
|
6.
|
INVENTORIES
|
7.
|
DEBT
|
(In millions)
|
December 31,
2016 |
|
January 2,
2016 |
||||
Term Loan A, due July 13, 2020
|
$
|
575.6
|
|
|
$
|
444.4
|
|
Senior Notes, 5.000% interest, due September 1, 2026
|
250.0
|
|
|
—
|
|
||
Public Bonds, 6.125% interest, due October 15, 2020
|
—
|
|
|
375.0
|
|
||
Borrowings under revolving credit agreements and other short-term notes
|
2.9
|
|
|
—
|
|
||
Capital lease obligation
|
0.5
|
|
|
0.6
|
|
||
Unamortized debt issuance costs
|
(8.3
|
)
|
|
(10.2
|
)
|
||
Total debt
|
$
|
820.7
|
|
|
$
|
809.8
|
|
(In millions)
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||
Annual maturities of debt
|
$
|
40.4
|
|
|
$
|
52.7
|
|
|
$
|
60.1
|
|
|
$
|
425.7
|
|
|
$
|
0.1
|
|
|
$
|
250.0
|
|
8.
|
ACCUMLATED OTHER COMPREHENSIVE INCOME (LOSS)
|
(In millions)
|
Foreign
currency
translation
adjustments
|
|
Foreign
exchange
contracts
|
|
Interest
rate
swap
|
|
Pension
adjustments
|
|
Total
|
||||||||||
Balance of accumulated other comprehensive income (loss) as of January 3, 2015
|
$
|
(16.9
|
)
|
|
$
|
8.6
|
|
|
$
|
0.4
|
|
|
$
|
(41.6
|
)
|
|
$
|
(49.5
|
)
|
Other comprehensive income (loss) before reclassifications
(1)
|
(30.4
|
)
|
|
10.8
|
|
|
(4.2
|
)
|
|
15.2
|
|
|
(8.6
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
(19.0
|
)
|
(2)
|
2.1
|
|
|
20.9
|
|
(3)
|
4.0
|
|
|||||
Income tax expense (benefit)
|
—
|
|
|
6.0
|
|
|
(0.7
|
)
|
|
(7.3
|
)
|
|
(2.0
|
)
|
|||||
Net reclassifications
|
—
|
|
|
(13.0
|
)
|
|
1.4
|
|
|
13.6
|
|
|
2.0
|
|
|||||
Net current-period other comprehensive income (loss)
(1)
|
(30.4
|
)
|
|
(2.2
|
)
|
|
(2.8
|
)
|
|
28.8
|
|
|
(6.6
|
)
|
|||||
Balance of accumulated other comprehensive income (loss) as of January 2, 2016
|
$
|
(47.3
|
)
|
|
$
|
6.4
|
|
|
$
|
(2.4
|
)
|
|
$
|
(12.8
|
)
|
|
$
|
(56.1
|
)
|
Other comprehensive income (loss) before reclassifications
(1)
|
(6.2
|
)
|
|
5.5
|
|
|
(2.0
|
)
|
|
(20.8
|
)
|
|
(23.5
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
(8.0
|
)
|
(2)
|
1.6
|
|
|
4.9
|
|
(3)
|
(1.5
|
)
|
|||||
Income tax expense (benefit)
|
—
|
|
|
2.2
|
|
|
(0.5
|
)
|
|
(1.7
|
)
|
|
—
|
|
|||||
Net reclassifications
|
—
|
|
|
(5.8
|
)
|
|
1.1
|
|
|
3.2
|
|
|
(1.5
|
)
|
|||||
Net current-period other comprehensive income (loss)
(1)
|
(6.2
|
)
|
|
(0.3
|
)
|
|
(0.9
|
)
|
|
(17.6
|
)
|
|
(25.0
|
)
|
|||||
Balance of accumulated other comprehensive income (loss) as of December 31, 2016
|
$
|
(53.5
|
)
|
|
$
|
6.1
|
|
|
$
|
(3.3
|
)
|
|
$
|
(30.4
|
)
|
|
$
|
(81.1
|
)
|
(1)
|
Other comprehensive income is reported net of taxes and noncontrolling interest.
|
(2)
|
Amounts reclassified are included in cost of goods sold.
|
(3)
|
Amounts reclassified are included in the computation of net pension expense (see Note 12 to the consolidated financial statements for additional details).
|
9.
|
PROPERTY, PLANT AND EQUIPMENT
|
(In millions)
|
December 31,
2016 |
|
January 2,
2016 |
||||
Land
|
$
|
4.1
|
|
|
$
|
4.1
|
|
Buildings and improvements
|
125.1
|
|
|
105.6
|
|
||
Machinery and equipment
|
189.6
|
|
|
211.7
|
|
||
Software
|
115.2
|
|
|
110.1
|
|
||
Gross cost
|
434.0
|
|
|
431.5
|
|
||
Less: accumulated depreciation
|
287.9
|
|
|
299.9
|
|
||
Property, plant and equipment, net
|
$
|
146.1
|
|
|
$
|
131.6
|
|
(In millions)
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||
Minimum rental payments
|
$
|
47.6
|
|
|
$
|
43.6
|
|
|
$
|
39.5
|
|
|
$
|
35.4
|
|
|
$
|
33.0
|
|
|
$
|
159.2
|
|
10.
|
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
|
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.
|
(In millions)
|
December 31, 2016
|
|
January 2, 2016
|
||||
Carrying value
|
$
|
820.2
|
|
|
$
|
809.2
|
|
Fair value
|
827.6
|
|
|
836.3
|
|
|
Fair Value Measurements
|
||||||
|
Quoted Prices With Other Observable Inputs (Level 2)
|
||||||
(In millions)
|
December 31, 2016
|
|
January 2, 2016
|
||||
Financial assets:
|
|
|
|
||||
Foreign exchange contracts - hedge
|
$
|
6.6
|
|
|
$
|
6.7
|
|
Foreign exchange contracts - non-hedge
|
—
|
|
|
0.5
|
|
||
Interest rate swaps
|
0.1
|
|
|
0.2
|
|
||
Financial liabilities:
|
|
|
|
||||
Foreign exchange contracts - hedge
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
Foreign exchange contracts - non-hedge
|
—
|
|
|
(0.1
|
)
|
||
Interest rate swaps
|
(5.3
|
)
|
|
(3.9
|
)
|
11.
|
STOCK-BASED COMPENSATION
|
|
Fiscal Year
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Expected market price volatility
(1)
|
27.2
|
%
|
|
28.8
|
%
|
|
29.6
|
%
|
Risk-free interest rate
(2)
|
1.0
|
%
|
|
1.3
|
%
|
|
1.2
|
%
|
Dividend yield
(3)
|
1.4
|
%
|
|
0.9
|
%
|
|
0.9
|
%
|
Expected term
(4)
|
4 years
|
|
|
4 years
|
|
|
4 years
|
|
(1)
|
Based on historical volatility of the Company’s common stock. The expected volatility is based on the daily percentage change in the price of the stock over the four years prior to the grant.
|
(2)
|
Represents the U.S. Treasury yield curve in effect for the expected term of the option at the time of grant.
|
(3)
|
Represents the Company’s estimated cash dividend yield for the expected term.
|
(4)
|
Represents the period of time that options granted are expected to be outstanding. As part of the determination of the expected term, the Company concluded that all employee groups exhibit similar exercise and post-vesting termination behavior.
|
|
Shares Under Option
|
|
Weighted-Average Exercise Price
|
|
Average Remaining Contractual Term
(Years)
|
|
Aggregate Intrinsic Value
(In millions)
|
|||||
Outstanding at December 28, 2013
|
6,031,241
|
|
|
$
|
16.00
|
|
|
6.2
|
|
$
|
104.9
|
|
Granted
|
1,349,849
|
|
|
27.09
|
|
|
|
|
|
|||
Exercised
|
(737,402
|
)
|
|
13.15
|
|
|
|
|
|
|||
Cancelled
|
(245,695
|
)
|
|
24.16
|
|
|
|
|
|
|||
Outstanding at January 3, 2015
|
6,397,993
|
|
|
$
|
18.36
|
|
|
6.2
|
|
$
|
68.3
|
|
Granted
|
1,366,137
|
|
|
28.22
|
|
|
|
|
|
|||
Exercised
|
(1,003,896
|
)
|
|
14.63
|
|
|
|
|
|
|||
Cancelled
|
(387,840
|
)
|
|
26.93
|
|
|
|
|
|
|||
Outstanding at January 2, 2016
|
6,372,394
|
|
|
$
|
20.54
|
|
|
6.1
|
|
$
|
8.6
|
|
Granted
|
2,445,573
|
|
|
16.88
|
|
|
|
|
|
|||
Exercised
|
(562,610
|
)
|
|
14.41
|
|
|
|
|
|
|||
Cancelled
|
(761,695
|
)
|
|
23.03
|
|
|
|
|
|
|||
Outstanding at December 31, 2016
|
7,493,662
|
|
|
$
|
19.55
|
|
|
6.4
|
|
$
|
28.7
|
|
Estimated forfeitures
|
(30,328
|
)
|
|
|
|
|
|
|
||||
Vested or expected to vest at December 31, 2016
|
7,463,334
|
|
|
$
|
19.56
|
|
|
6.4
|
|
$
|
28.6
|
|
Nonvested at December 31, 2016 and expected to vest
|
(2,766,770
|
)
|
|
|
|
|
|
|
||||
Exercisable at December 31, 2016
|
4,696,564
|
|
|
$
|
19.35
|
|
|
5.0
|
|
$
|
18.3
|
|
12.
|
RETIREMENT PLANS
|
|
Fiscal Year
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Change in projected benefit obligations:
|
|
|
|
||||
Projected benefit obligations at beginning of the year
|
$
|
392.8
|
|
|
$
|
432.9
|
|
Service cost pertaining to benefits earned during the year
|
6.5
|
|
|
9.0
|
|
||
Interest cost on projected benefit obligations
|
19.1
|
|
|
18.5
|
|
||
Actuarial (gains) losses
|
31.0
|
|
|
(50.1
|
)
|
||
Benefits paid to plan participants
|
(24.7
|
)
|
|
(17.5
|
)
|
||
Settlements
|
(7.2
|
)
|
|
—
|
|
||
Projected benefit obligations at end of the year
|
$
|
417.5
|
|
|
$
|
392.8
|
|
Change in fair value of pension assets:
|
|
|
|
||||
Fair value of pension assets at beginning of the year
|
$
|
280.8
|
|
|
$
|
302.1
|
|
Actual return on plan assets
|
19.1
|
|
|
(6.2
|
)
|
||
Company contributions - pension
|
1.5
|
|
|
—
|
|
||
Company contributions - SERP
|
2.4
|
|
|
2.4
|
|
||
Benefits paid to plan participants
|
(24.7
|
)
|
|
(17.5
|
)
|
||
Settlements
|
(7.2
|
)
|
|
—
|
|
||
Fair value of pension assets at end of the year
|
$
|
271.9
|
|
|
$
|
280.8
|
|
Funded status
|
$
|
(145.6
|
)
|
|
$
|
(112.0
|
)
|
Amounts recognized in the consolidated balance sheets:
|
|
|
|
||||
Non-current assets
|
$
|
1.2
|
|
|
$
|
1.6
|
|
Current liabilities
|
(3.7
|
)
|
|
(4.0
|
)
|
||
Non-current liabilities
|
(143.1
|
)
|
|
(109.6
|
)
|
||
Net amount recognized
|
$
|
(145.6
|
)
|
|
$
|
(112.0
|
)
|
Amounts recognized in accumulated other comprehensive loss:
|
|
|
|
||||
Unrecognized net actuarial loss (amounts net of tax: $(30.4) and $(12.7))
|
$
|
(45.3
|
)
|
|
$
|
(18.2
|
)
|
Unrecognized prior service cost (amounts net of tax: $0 and $(0.1))
|
—
|
|
|
(0.1
|
)
|
||
Net amount recognized
|
$
|
(45.3
|
)
|
|
$
|
(18.3
|
)
|
Funded status of pension plans and SERP (supplemental):
|
|
|
|
||||
Funded status of qualified defined benefit plans and SERP
|
$
|
(145.6
|
)
|
|
$
|
(112.0
|
)
|
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
|
50.1
|
|
|
58.4
|
|
||
Net funded status of pension plans and SERP (supplemental)
|
$
|
(95.5
|
)
|
|
$
|
(53.6
|
)
|
|
Fiscal Year
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost pertaining to benefits earned during the year
|
$
|
6.5
|
|
|
$
|
9.0
|
|
|
$
|
7.2
|
|
Interest cost on projected benefit obligations
|
19.1
|
|
|
18.5
|
|
|
20.3
|
|
|||
Expected return on pension assets
|
(20.1
|
)
|
|
(20.5
|
)
|
|
(22.1
|
)
|
|||
Net amortization loss
|
5.0
|
|
|
20.9
|
|
|
7.5
|
|
|||
Settlement gain
|
(0.1
|
)
|
|
—
|
|
|
(1.0
|
)
|
|||
Net pension expense
|
$
|
10.4
|
|
|
$
|
27.9
|
|
|
$
|
11.9
|
|
Less: SERP expense
|
5.8
|
|
|
7.8
|
|
|
7.6
|
|
|||
Qualified defined benefit pension plans expense
|
$
|
4.6
|
|
|
$
|
20.1
|
|
|
$
|
4.3
|
|
|
Fiscal Year
|
||
|
2016
|
|
2015
|
Weighted-average assumptions used to determine benefit obligations at fiscal year-end:
|
|
|
|
Discount rate
|
4.35%
|
|
5.00%
|
Rate of compensation increase - pension
|
4.85%
|
|
4.85%
|
Rate of compensation increase - SERP
|
7.00%
|
|
7.00%
|
Weighted average assumptions used to determine net periodic benefit cost for the years ended:
|
|
|
|
Discount rate
|
5.00%
|
|
4.37%
|
Expected long-term rate of return on plan assets
|
7.25%
|
|
7.50%
|
Rate of compensation increase - pension
|
4.85%
|
|
4.85%
|
Rate of compensation increase - SERP
|
7.00%
|
|
7.00%
|
|
December 31, 2016
|
|||||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|||||||||
Equity securities
|
$
|
—
|
|
|
$
|
161.0
|
|
|
$
|
—
|
|
|
$
|
161.0
|
|
|
59.2
|
%
|
Fixed income investments
|
—
|
|
|
95.4
|
|
|
0.3
|
|
|
95.7
|
|
|
35.2
|
%
|
||||
Other
|
—
|
|
|
—
|
|
|
15.2
|
|
|
15.2
|
|
|
5.6
|
%
|
||||
Fair value of plan assets
|
$
|
—
|
|
|
$
|
256.4
|
|
|
$
|
15.5
|
|
|
$
|
271.9
|
|
|
100.0
|
%
|
|
January 2, 2016
|
|||||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|||||||||
Equity securities
|
$
|
—
|
|
|
$
|
169.8
|
|
|
$
|
—
|
|
|
$
|
169.8
|
|
|
60.5
|
%
|
Fixed income investments
|
—
|
|
|
99.2
|
|
|
0.3
|
|
|
99.5
|
|
|
35.4
|
%
|
||||
Other
|
—
|
|
|
—
|
|
|
11.5
|
|
|
11.5
|
|
|
4.1
|
%
|
||||
Fair value of plan assets
|
$
|
—
|
|
|
$
|
269.0
|
|
|
$
|
11.8
|
|
|
$
|
280.8
|
|
|
100.0
|
%
|
(In millions)
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022-2026
|
||||||||||||
Expected benefit payments
|
$
|
20.3
|
|
|
$
|
20.6
|
|
|
$
|
21.0
|
|
|
$
|
21.5
|
|
|
$
|
22.1
|
|
|
$
|
118.6
|
|
13.
|
INCOME TAXES
|
|
Fiscal Year
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
$
|
54.7
|
|
|
$
|
102.1
|
|
|
$
|
132.4
|
|
Foreign
|
55.8
|
|
|
62.5
|
|
|
49.1
|
|
|||
Earnings before income taxes
|
$
|
110.5
|
|
|
$
|
164.6
|
|
|
$
|
181.5
|
|
|
Fiscal Year
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Current expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
16.0
|
|
|
$
|
48.9
|
|
|
$
|
42.1
|
|
State
|
1.4
|
|
|
5.2
|
|
|
5.6
|
|
|||
Foreign
|
11.3
|
|
|
11.6
|
|
|
18.0
|
|
|||
Deferred expense (credit):
|
|
|
|
|
|
||||||
Federal
|
(6.9
|
)
|
|
(22.0
|
)
|
|
(9.3
|
)
|
|||
State
|
(0.3
|
)
|
|
(1.9
|
)
|
|
(6.6
|
)
|
|||
Foreign
|
1.5
|
|
|
(0.4
|
)
|
|
(2.2
|
)
|
|||
Income tax provision
|
$
|
23.0
|
|
|
$
|
41.4
|
|
|
$
|
47.6
|
|
|
Fiscal Year
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Income taxes at U.S. statutory rate (35%)
|
$
|
38.7
|
|
|
$
|
57.6
|
|
|
$
|
63.5
|
|
State income taxes, net of federal income tax
|
(6.1
|
)
|
|
1.8
|
|
|
3.7
|
|
|||
(Nontaxable earnings) non-deductible losses of foreign affiliates:
|
|
|
|
|
|
||||||
Cayman Islands
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(5.5
|
)
|
|||
Other
|
0.2
|
|
|
(1.9
|
)
|
|
0.7
|
|
|||
Foreign earnings taxed at rates different from the U.S. statutory rate:
|
|
|
|
|
|
||||||
Hong Kong
|
(17.3
|
)
|
|
(18.1
|
)
|
|
(16.4
|
)
|
|||
Other
|
3.3
|
|
|
0.2
|
|
|
3.6
|
|
|||
Adjustments for uncertain tax positions
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|||
Change in valuation allowance
|
2.0
|
|
|
(1.3
|
)
|
|
(19.2
|
)
|
|||
Change in state tax rates
|
(0.1
|
)
|
|
(0.7
|
)
|
|
(6.0
|
)
|
|||
Gain on intercompany sale of subsidiary stock
|
—
|
|
|
—
|
|
|
23.2
|
|
|||
Non-deductible expenses
|
1.9
|
|
|
3.5
|
|
|
1.1
|
|
|||
Other
|
0.6
|
|
|
0.6
|
|
|
(1.1
|
)
|
|||
Income tax provision
|
$
|
23.0
|
|
|
$
|
41.4
|
|
|
$
|
47.6
|
|
(In millions)
|
December 31,
2016 |
|
January 2,
2016 |
||||
Deferred income tax assets:
|
|
|
|
||||
Accounts receivable and inventory valuation allowances
|
$
|
17.2
|
|
|
$
|
22.1
|
|
Deferred compensation accruals
|
9.0
|
|
|
7.9
|
|
||
Accrued pension expense
|
53.7
|
|
|
40.1
|
|
||
Stock-based compensation
|
22.6
|
|
|
20.0
|
|
||
Net operating loss, capital loss and foreign tax credit carryforward
|
9.7
|
|
|
13.9
|
|
||
Book over tax depreciation/amortization
|
2.0
|
|
|
3.0
|
|
||
Tenant lease expenses
|
5.0
|
|
|
1.7
|
|
||
Other
|
9.3
|
|
|
8.7
|
|
||
Total gross deferred income tax assets
|
128.5
|
|
|
117.4
|
|
||
Less valuation allowance
|
(11.5
|
)
|
|
(9.5
|
)
|
||
Net deferred income tax assets
|
117.0
|
|
|
107.9
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Intangible assets
|
(270.5
|
)
|
|
(276.3
|
)
|
||
Other
|
(5.2
|
)
|
|
(6.5
|
)
|
||
Total deferred income tax liabilities
|
(275.7
|
)
|
|
(282.8
|
)
|
||
Net deferred income tax liabilities
|
$
|
(158.7
|
)
|
|
$
|
(174.9
|
)
|
|
Fiscal Year
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Beginning balance
|
$
|
8.7
|
|
|
$
|
8.6
|
|
Increases related to current year tax positions
|
1.4
|
|
|
1.1
|
|
||
Decreases related to prior year positions
|
(1.0
|
)
|
|
(0.6
|
)
|
||
Decrease due to lapse of statute
|
(0.2
|
)
|
|
(0.4
|
)
|
||
Ending balance
|
$
|
8.9
|
|
|
$
|
8.7
|
|
14.
|
LITIGATION AND CONTINGENCIES
|
(In millions)
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||
Minimum royalties
|
$
|
2.0
|
|
|
$
|
1.4
|
|
|
$
|
1.5
|
|
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Minimum advertising
|
3.3
|
|
|
3.3
|
|
|
3.4
|
|
|
3.5
|
|
|
3.7
|
|
|
7.6
|
|
15.
|
BUSINESS SEGMENTS
|
•
|
Wolverine Outdoor & Lifestyle Group
, consisting of
Merrell
®
footwear and apparel,
Cat
®
footwear,
Hush Puppies
®
footwear
and apparel,
Chaco
®
footwear,
Sebago
®
footwear and apparel and
Cushe
®
footwear;
|
•
|
Wolverine Boston Group
, consisting of
Sperry
®
footwear and apparel,
Saucony
®
footwear and apparel and
Keds
®
footwear and apparel;
|
•
|
Wolverine Heritage Group
, consisting of
Wolverine
®
footwear and apparel,
Bates
®
uniform footwear,
Harley-Davidson
®
footwear and
HyTest
®
safety footwear; and
|
•
|
Wolverine Multi-Brand Group
, consisting of
Stride Rite
®
footwear and apparel and the Company's multi-brand consumer-direct businesses.
|
|
Fiscal Year
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Wolverine Outdoor & Lifestyle Group
|
$
|
890.6
|
|
|
$
|
957.5
|
|
|
$
|
1,024.6
|
|
Wolverine Boston Group
|
889.4
|
|
|
942.8
|
|
|
906.1
|
|
|||
Wolverine Heritage Group
|
347.0
|
|
|
370.5
|
|
|
369.7
|
|
|||
Wolverine Multi-Brand Group
|
304.3
|
|
|
351.2
|
|
|
399.0
|
|
|||
Other
|
63.3
|
|
|
69.6
|
|
|
61.7
|
|
|||
Total
|
$
|
2,494.6
|
|
|
$
|
2,691.6
|
|
|
$
|
2,761.1
|
|
Operating profit (loss):
|
|
|
|
|
|
||||||
Wolverine Outdoor & Lifestyle Group
|
$
|
166.8
|
|
|
$
|
197.7
|
|
|
$
|
216.0
|
|
Wolverine Boston Group
|
121.7
|
|
|
132.9
|
|
|
132.9
|
|
|||
Wolverine Heritage Group
|
50.8
|
|
|
54.6
|
|
|
59.5
|
|
|||
Wolverine Multi-Brand Group
|
4.8
|
|
|
5.2
|
|
|
14.3
|
|
|||
Other
|
5.5
|
|
|
5.6
|
|
|
4.4
|
|
|||
Corporate
|
(189.7
|
)
|
|
(194.9
|
)
|
|
(197.2
|
)
|
|||
Total
|
$
|
159.9
|
|
|
$
|
201.1
|
|
|
$
|
229.9
|
|
Depreciation and amortization expense:
|
|
|
|
|
|
||||||
Wolverine Outdoor & Lifestyle Group
|
$
|
3.0
|
|
|
$
|
3.4
|
|
|
$
|
3.7
|
|
Wolverine Boston Group
|
4.1
|
|
|
4.2
|
|
|
3.4
|
|
|||
Wolverine Heritage Group
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|||
Wolverine Multi-Brand Group
|
4.5
|
|
|
6.3
|
|
|
6.7
|
|
|||
Other
|
1.5
|
|
|
1.5
|
|
|
1.8
|
|
|||
Corporate
|
29.9
|
|
|
32.8
|
|
|
37.2
|
|
|||
Total
|
$
|
43.5
|
|
|
$
|
48.7
|
|
|
$
|
53.3
|
|
Capital expenditures:
|
|
|
|
|
|
||||||
Wolverine Outdoor & Lifestyle Group
|
$
|
3.3
|
|
|
$
|
4.7
|
|
|
$
|
3.4
|
|
Wolverine Boston Group
|
4.7
|
|
|
8.3
|
|
|
5.3
|
|
|||
Wolverine Heritage Group
|
0.5
|
|
|
0.4
|
|
|
0.3
|
|
|||
Wolverine Multi-Brand Group
|
2.5
|
|
|
7.2
|
|
|
8.1
|
|
|||
Other
|
1.5
|
|
|
0.9
|
|
|
0.4
|
|
|||
Corporate
|
42.8
|
|
|
24.9
|
|
|
12.5
|
|
|||
Total
|
$
|
55.3
|
|
|
$
|
46.4
|
|
|
$
|
30.0
|
|
(In millions)
|
December 31,
2016 |
|
January 2,
2016 |
||||
Total assets:
|
|
|
|
||||
Wolverine Outdoor & Lifestyle Group
|
$
|
391.8
|
|
|
$
|
444.2
|
|
Wolverine Boston Group
|
1,273.5
|
|
|
1,324.2
|
|
||
Wolverine Heritage Group
|
157.8
|
|
|
169.9
|
|
||
Wolverine Multi-Brand Group
|
140.8
|
|
|
204.3
|
|
||
Other
|
33.7
|
|
|
23.9
|
|
||
Corporate
|
434.1
|
|
|
267.9
|
|
||
Total
|
$
|
2,431.7
|
|
|
$
|
2,434.4
|
|
Goodwill:
|
|
|
|
||||
Wolverine Outdoor & Lifestyle Group
|
$
|
126.6
|
|
|
$
|
130.4
|
|
Wolverine Boston Group
|
257.5
|
|
|
256.2
|
|
||
Wolverine Heritage Group
|
16.5
|
|
|
16.5
|
|
||
Wolverine Multi-Brand Group
|
23.7
|
|
|
26.0
|
|
||
Total
|
$
|
424.3
|
|
|
$
|
429.1
|
|
|
Fiscal Year
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
$
|
1,791.5
|
|
|
$
|
1,948.9
|
|
|
$
|
1,990.2
|
|
Foreign:
|
|
|
|
|
|
||||||
Europe, Middle East and Africa
|
323.9
|
|
|
345.3
|
|
|
391.0
|
|
|||
Canada
|
120.5
|
|
|
141.2
|
|
|
163.0
|
|
|||
Other
|
258.7
|
|
|
256.2
|
|
|
216.9
|
|
|||
Total from foreign territories
|
703.1
|
|
|
742.7
|
|
|
770.9
|
|
|||
Total revenue
|
$
|
2,494.6
|
|
|
$
|
2,691.6
|
|
|
$
|
2,761.1
|
|
(In millions)
|
December 31,
2016 |
|
January 2,
2016 |
|
January 3,
2015 |
||||||
United States
|
$
|
131.4
|
|
|
$
|
117.7
|
|
|
$
|
126.8
|
|
Foreign countries
|
14.7
|
|
|
13.9
|
|
|
10.0
|
|
|||
Total
|
$
|
146.1
|
|
|
$
|
131.6
|
|
|
$
|
136.8
|
|
16.
|
RESTRUCTURING ACTIVITIES
|
(In millions)
|
Severance and employee related
|
|
Costs associated with exit or disposal activities
|
|
Total
|
||||||
Balance at January 2, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring costs
|
0.8
|
|
|
5.0
|
|
|
5.8
|
|
|||
Amounts paid
|
—
|
|
|
(1.1
|
)
|
|
(1.1
|
)
|
|||
Charges against assets
|
—
|
|
|
(2.7
|
)
|
|
(2.7
|
)
|
|||
Balance at December 31, 2016
|
$
|
0.8
|
|
|
$
|
1.2
|
|
|
$
|
2.0
|
|
(In millions)
|
Severance and employee related
|
|
Impairment of property and equipment
|
|
Costs associated with exit or disposal activities
|
|
Total
|
||||||||
Balance at December 28, 2013
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring costs
|
2.6
|
|
|
5.5
|
|
|
13.1
|
|
|
21.2
|
|
||||
Amounts paid
|
(1.6
|
)
|
|
—
|
|
|
(3.4
|
)
|
|
(5.0
|
)
|
||||
Charges against assets
|
—
|
|
|
(5.5
|
)
|
|
(3.2
|
)
|
|
(8.7
|
)
|
||||
Balance at January 3, 2015
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
6.5
|
|
|
$
|
7.5
|
|
Restructuring costs
|
2.9
|
|
|
5.4
|
|
|
9.0
|
|
|
17.3
|
|
||||
Amounts paid
|
(1.8
|
)
|
|
—
|
|
|
(7.2
|
)
|
|
(9.0
|
)
|
||||
Charges against assets
|
—
|
|
|
(5.4
|
)
|
|
(1.8
|
)
|
|
(7.2
|
)
|
||||
Balance at January 2, 2016
|
$
|
2.1
|
|
|
$
|
—
|
|
|
$
|
6.5
|
|
|
$
|
8.6
|
|
Restructuring costs
|
1.2
|
|
|
0.2
|
|
|
9.6
|
|
|
11.0
|
|
||||
Amounts paid
|
(3.3
|
)
|
|
—
|
|
|
(7.5
|
)
|
|
(10.8
|
)
|
||||
Charges against assets
|
—
|
|
|
(0.2
|
)
|
|
(6.9
|
)
|
|
(7.1
|
)
|
||||
Balance at December 31, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
1.7
|
|
(In millions)
|
Severance and employee related
|
|
Costs associated with exit or disposal activities
|
|
Total
|
||||||
Balance at December 28, 2013
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
0.5
|
|
Restructuring costs
|
0.1
|
|
|
0.9
|
|
|
1.0
|
|
|||
Amounts paid
|
(0.1
|
)
|
|
(1.2
|
)
|
|
(1.3
|
)
|
|||
Charges against assets
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|||
Balance at January 3, 2015
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||||||||
(In millions)
|
Fair Value
|
|
Impairment
|
|
Fair Value
|
|
Impairment
|
||||||||
Property and equipment
|
$
|
0.7
|
|
|
$
|
12.4
|
|
|
$
|
1.8
|
|
|
$
|
17.0
|
|
Indefinite-lived intangibles
|
7.9
|
|
|
7.1
|
|
|
15.0
|
|
|
5.1
|
|
17.
|
BUSINESS ACQUISITIONS
|
18.
|
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
|
|
Fiscal 2016
|
||||||||||||||
(In millions, except per share data)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Revenue
|
$
|
577.6
|
|
|
$
|
583.7
|
|
|
$
|
603.7
|
|
|
$
|
729.6
|
|
Gross profit
|
228.8
|
|
|
226.6
|
|
|
237.3
|
|
|
267.2
|
|
||||
Net earnings (loss) attributable to Wolverine World Wide, Inc.
|
17.4
|
|
|
24.0
|
|
|
48.2
|
|
|
(1.9
|
)
|
||||
Net earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.18
|
|
|
$
|
0.25
|
|
|
$
|
0.49
|
|
|
$
|
(0.02
|
)
|
Diluted
|
0.18
|
|
|
0.24
|
|
|
0.49
|
|
|
(0.02
|
)
|
|
Fiscal 2015
|
||||||||||||||
(In millions, except per share data)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter |
||||||||
Revenue
|
$
|
631.4
|
|
|
$
|
630.1
|
|
|
$
|
678.9
|
|
|
$
|
751.2
|
|
Gross profit
|
261.4
|
|
|
246.4
|
|
|
271.7
|
|
|
272.2
|
|
||||
Net earnings attributable to Wolverine World Wide, Inc.
|
40.1
|
|
|
25.3
|
|
|
45.8
|
|
|
11.6
|
|
||||
Net earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.40
|
|
|
$
|
0.25
|
|
|
$
|
0.45
|
|
|
$
|
0.12
|
|
Diluted
|
0.39
|
|
|
0.24
|
|
|
0.44
|
|
|
0.12
|
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Plan Category
(1)
|
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)
|
|
|||
Equity compensation plans approved by security holders
|
7,493,662
|
|
(2), (3)
|
$19.55
|
|
6,281,956
|
|
(4)
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
7,493,662
|
|
|
$19.55
|
|
6,281,956
|
|
|
(1)
|
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.
|
(2)
|
Includes: (i)
6,890,123
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; and (ii) and
603,539
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. 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.
|
(3)
|
Of this amount,
2,797,098
options were not exercisable as of
December 31, 2016
due to vesting restrictions.
|
(4)
|
Comprised of: (i)
155,762
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)
6,126,194
shares issuable under the Stock Incentive Plan of 2016.
|
•
|
Outside Directors’ Deferred Compensation Plan:
155,762
|
•
|
Stock Incentive Plan of 2016:
2,356,228
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
(a)
|
The following documents are filed as part of this report:
|
(1)
|
Financial Statements
Included in Item 8
|
•
|
Consolidated Statements of Operations for the Fiscal Years Ended
December 31, 2016
,
January 2, 2016
and
January 3, 2015
.
|
•
|
Consolidated Statements of Comprehensive Income for the Fiscal Years Ended
December 31, 2016
,
January 2, 2016
and
January 3, 2015
.
|
•
|
Consolidated Balance Sheets as of
December 31, 2016
and
January 2, 2016
.
|
•
|
Consolidated Statements of Cash Flows for the Fiscal Years Ended
December 31, 2016
,
January 2, 2016
and
January 3, 2015
.
|
•
|
Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended
December 31, 2016
,
January 2, 2016
and
January 3, 2015
.
|
•
|
Notes to the Consolidated Financial Statements.
|
•
|
Reports of Independent Registered Public Accounting Firm.
|
(2)
|
Financial Statement Schedules
Attached as Appendix A
|
•
|
Schedule II - Valuation and Qualifying Accounts.
|
(3)
|
Exhibits
|
Item 16.
|
Form 10-K Summary
|
|
|
WOLVERINE WORLD WIDE, INC.
|
|
|
|
|
|
|
|
Date:
|
February 28, 2017
|
By:
|
/s/ Blake W. Krueger
|
|
|
|
|
Blake W. Krueger
Chairman, Chief Executive Officer and President (Principal Executive Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Blake W. Krueger
|
|
Chairman, Chief Executive Officer and President (Principal Executive Officer)
|
|
February 28, 2017
|
Blake W. Krueger
|
|
|
|
|
|
|
|
|
|
/s/ Michael D. Stornant
|
|
Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
|
|
February 28, 2017
|
Michael D. Stornant
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey M. Boromisa
|
|
Director
|
|
February 28, 2017
|
Jeffrey M. Boromisa
|
|
|
|
|
|
|
|
|
|
/s/ Gina R. Boswell
|
|
Director
|
|
February 28, 2017
|
Gina R. Boswell
|
|
|
|
|
|
|
|
|
|
/s/ Roxane Divol
|
|
Director
|
|
February 28, 2017
|
Roxane Divol
|
|
|
|
|
|
|
|
|
|
/s/ William K. Gerber
|
|
Director
|
|
February 28, 2017
|
William K. Gerber
|
|
|
|
|
|
|
|
|
|
/s/ Joseph R. Gromek
|
|
Director
|
|
February 28, 2017
|
Joseph R. Gromek
|
|
|
|
|
|
|
|
|
|
/s/ David T. Kollat
|
|
Director
|
|
February 28, 2017
|
David T. Kollat
|
|
|
|
|
|
|
|
|
|
/s/ Brenda J. Lauderback
|
|
Director
|
|
February 28, 2017
|
Brenda J. Lauderback
|
|
|
|
|
|
|
|
|
|
/s/ Nicholas T. Long
|
|
Director
|
|
February 28, 2017
|
Nicholas T. Long
|
|
|
|
|
|
|
|
|
|
/s/ Timothy J. O’Donovan
|
|
Director
|
|
February 28, 2017
|
Timothy J. O’Donovan
|
|
|
|
|
|
|
|
|
|
/s/ Michael A. Volkema
|
|
Director
|
|
February 28, 2017
|
Michael A. Volkema
|
|
|
|
|
|
|
|
|
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
|
|
Column E
|
|||||||||||
|
|
|
|
Additions
|
|
|
|
|
|
|
|||||||||||
(In millions)
|
|
Balance at
Beginning of
Period
|
|
(1)
Charged to
Costs and
Expenses
|
|
(2)
Charged to
Other
Accounts
(Describe)
|
|
Deductions
(Describe)
|
|
|
|
Balance at
End of
Period
|
|||||||||
Fiscal year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Allowance for doubtful accounts
|
|
$
|
21.8
|
|
|
$
|
23.6
|
|
|
—
|
|
|
$
|
28.2
|
|
|
(A)
|
|
$
|
17.2
|
|
Allowance for sales returns
|
|
16.3
|
|
|
64.4
|
|
|
—
|
|
|
64.4
|
|
|
(B)
|
|
16.3
|
|
||||
Allowance for cash discounts
|
|
6.3
|
|
|
21.0
|
|
|
—
|
|
|
21.4
|
|
|
(C)
|
|
5.9
|
|
||||
Inventory valuation allowances
|
|
17.3
|
|
|
15.9
|
|
|
—
|
|
|
15.2
|
|
|
(D)
|
|
18.0
|
|
||||
Total
|
|
$
|
61.7
|
|
|
$
|
124.9
|
|
|
—
|
|
|
$
|
129.2
|
|
|
|
|
$
|
57.4
|
|
Fiscal year ended January 2, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Allowance for doubtful accounts
|
|
$
|
20.6
|
|
|
$
|
20.4
|
|
|
—
|
|
|
$
|
19.2
|
|
|
(A)
|
|
$
|
21.8
|
|
Allowance for sales returns
|
|
15.9
|
|
|
62.6
|
|
|
—
|
|
|
62.2
|
|
|
(B)
|
|
16.3
|
|
||||
Allowance for cash discounts
|
|
4.5
|
|
|
21.1
|
|
|
—
|
|
|
19.3
|
|
|
(C)
|
|
6.3
|
|
||||
Inventory valuation allowances
|
|
11.4
|
|
|
16.9
|
|
|
—
|
|
|
11.0
|
|
|
(D)
|
|
17.3
|
|
||||
Total
|
|
$
|
52.4
|
|
|
$
|
121.0
|
|
|
—
|
|
|
$
|
111.7
|
|
|
|
|
$
|
61.7
|
|
Fiscal year ended January 3, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Allowance for doubtful accounts
|
|
$
|
18.3
|
|
|
$
|
34.9
|
|
|
—
|
|
|
$
|
32.6
|
|
|
(A)
|
|
$
|
20.6
|
|
Allowance for sales returns
|
|
15.4
|
|
|
68.9
|
|
|
—
|
|
|
68.4
|
|
|
(B)
|
|
15.9
|
|
||||
Allowance for cash discounts
|
|
4.1
|
|
|
19.7
|
|
|
—
|
|
|
19.3
|
|
|
(C)
|
|
4.5
|
|
||||
Inventory valuation allowances
|
|
14.0
|
|
|
14.0
|
|
|
—
|
|
|
16.6
|
|
|
(D)
|
|
11.4
|
|
||||
Total
|
|
$
|
51.8
|
|
|
$
|
137.5
|
|
|
—
|
|
|
$
|
136.9
|
|
|
|
|
$
|
52.4
|
|
(A)
|
Accounts charged off, net of recoveries.
|
(B)
|
Actual customer returns.
|
(C)
|
Discounts given to customers.
|
(D)
|
Adjustment upon disposal of related inventories.
|
Exhibit Number
|
|
Document
|
|
|
|
2.1
|
|
Agreement and Plan of Merger, dated as of May 1, 2012, by and among WBG-PSS Holdings LLC, WBG-PSS Merger Sub Inc., Collective Brands, Inc. and Wolverine World Wide, Inc. Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 4, 2012.
|
3.1
|
|
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.
|
3.2
|
|
Amended and Restated By-laws. Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 19, 2015.
|
4.1
|
|
Senior Notes Indenture, dated August 30, 2016, among Wolverine World Wide, Inc., the guarantors named therein, and Wells Fargo Bank, National Association. Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 6, 2016.
|
4.2
|
|
Form of 5.000% Senior Note due 2026. Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 6, 2016.
|
10.1
|
|
Amended and Restated Stock Incentive Plan of 1999.* Incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2009.
|
10.2
|
|
Amended and Restated Stock Incentive Plan of 2001.* Incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2009.
|
10.3
|
|
Amended and Restated Stock Incentive Plan of 2003.* Incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2009.
|
10.4
|
|
Amended and Restated Stock Incentive Plan of 2005.* Incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2009.
|
10.5
|
|
Amended and Restated Directors’ Stock Option Plan.* Incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2009.
|
10.6
|
|
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.
|
10.7
|
|
Amended and Restated Executive Short-Term Incentive Plan (Annual Bonus Plan).* Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 20, 2012.
|
10.8
|
|
Amended and Restated Executive Long-Term Incentive Plan (3-Year Bonus Plan).* Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 20, 2012.
|
10.9
|
|
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.
|
10.10
|
|
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 10.10.
|
10.11
|
|
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 10.11
|
10.12
|
|
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. A participant schedule of current executive officers who are parties to this agreement is attached as Exhibit 10.12.
|
10.13
|
|
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.
|
10.14
|
|
Employees’ Pension Plan (Restated as amended through December 23, 2014).* Incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed on March 3, 2015.
|
10.15
|
|
Form of Restricted Stock Agreement.* Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 16, 2012.
|
10.16
|
|
Form of Stock Option Agreement for non-employee directors.* Incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2005.
|
10.17
|
|
Form of Non-Qualified Stock Option Agreement.* Incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2009.
|
10.18
|
|
Form of Non-Qualified Stock Option Agreement.* Incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2009.
|
10.19
|
|
2016 Form of Restricted Stock Agreement.* Incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 2016.
|
Exhibit Number
|
|
Document
|
|
|
|
10.20
|
|
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.
|
10.21
|
|
Form of Performance Share Award Agreement (2015 - 2017 performance period).* Incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed on March 3, 2015.
|
10.22
|
|
Form of Performance Share Award Agreement (2016 - 2018 performance period).* Incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2016.
|
10.23
|
|
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.
|
10.24
|
|
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.
|
10.25
|
|
409A Supplemental Executive Retirement Plan.* Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 17, 2008. A participant schedule of current executive officers who participate in this plan is attached as Exhibit 10.25.
|
10.26
|
|
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.
|
10.27
|
|
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.
|
10.28
|
|
Wolverine World Wide, Inc. Executive Deferred Compensation Plan.* Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 7, 2016.
|
10.29
|
|
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.
|
10.30
|
|
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.
|
10.31
|
|
Wolverine World Wide, Inc. Stock Incentive Plan of 2016.* Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed on April 15, 2016.
|
10.32
|
|
Limited Guarantee, dated as of May 1, 2012, entered into by Wolverine World Wide, Inc. in favor of Collective Brands, Inc. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 4, 2012.
|
10.33
|
|
Purchase Agreement, dated as of May 1, 2012, by and between Open Water Ventures, LLC and WBG-PSS Holdings LLC. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 4, 2012.
|
10.34
|
|
Interim Agreement, dated as of May 1, 2012, by and among Wolverine World Wide, Inc., WBG-PSS Holdings LLC, WBG-PSS Merger Sub Inc., Golden Gate Capital Opportunity Fund, L.P. and Blum Strategic Partners IV, L.P. Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 4, 2012.
|
10.35
|
|
Separation Agreement, dated as of May 1, 2012, by and between Wolverine World Wide, Inc. and WBG-PSS Holdings LLC. Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on May 4, 2012.
|
10.36
|
|
Amendment No. 1 to Separation Agreement, dated as of October 9, 2012, by and between the Company and WBG-PSS Holdings LLC. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 9, 2012.
|
10.37
|
|
Amendment No. 1 to Purchase Agreement, dated as of October 9, 2012, by and between Open Water Ventures, LLC and WBG-PSS Holdings LLC. Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended September 8, 2012.
|
10.38
|
|
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.
|
Exhibit Number
|
|
Document
|
|
|
|
10.39
|
|
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.
|
10.40
|
|
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.
|
10.41
|
|
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.
|
10.42
|
|
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.
|
10.43
|
|
Receivables Sales Agreement dated as of December 22, 2014, among Wolverine World Wide, Inc. and certain of its subsidiaries as sellers, and HSBC Bank USA, N.A. as purchaser. Incorporated by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K filed on March 3, 2015.
|
10.44
|
|
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.
|
10.45
|
|
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.
|
21
|
|
Subsidiaries of Registrant.
|
23
|
|
Consent of Ernst & Young LLP.
|
31.1
|
|
Certification of Chairman, Chief Executive Officer and President under Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certification of Senior Vice President, Chief Financial Officer and Treasurer under Section 302 of the Sarbanes-Oxley Act of 2002.
|
32
|
|
Certification pursuant to 18 U.S.C. § 1350.
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
*
|
Management contract or compensatory plan or arrangement.
|
1 Year Wolverine World Wide Chart |
1 Month Wolverine World Wide Chart |
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