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+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+0000110471,WWW,WOLVERINE WORLD WIDE INC /DE/,10-K,2001-03-30,2000-12-30,2001-03-30T05:00:00.000Z,0000905729-01-500086,www10k.htm,FORM 10-K,948726,0,0,https://www.sec.gov/Archives/edgar/data/110471/000090572901500086/www10k.htm,https://www.sec.gov/Archives/edgar/data/110471/000090572901500086/,2000,2000,1

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+Item 1. Business . 
+General. 
+Wolverine World Wide, Inc. (the "Company") is a leading designer, manufacturer and marketer of a broad line of quality casual shoes, rugged outdoor and work footwear, and constructed slippers and moccasins. The
+Company, a Delaware corporation, is the successor of a 1969 reorganization of a Michigan corporation of the same name, originally organized in 1906, which in turn was the successor of a footwear business established in Grand Rapids, Michigan in 1883. 
+Consumers around the world purchased more than 36 million pairs of Company branded footwear during fiscal 2000, making the Company a global leader among U.S. shoe companies in the marketing of branded casual, work
+and outdoor footwear. The Company's products generally feature contemporary styling with proprietary technologies designed to provide maximum comfort. The products are marketed throughout the world under widely recognized brand names, including Bates ®, Caterpillar ®, Coleman ®, Harley-Davidson ®, Hush Puppies ®, HyTest ®, Merrell ®, Stanley® and Wolverine ®. The Company believes that its primary
+competitive strengths are its well-recognized brand names, broad range of comfortable footwear, patented and proprietary comfort technologies, numerous distribution channels and diversified manufacturing and sourcing base. 
+The Company's footwear is sold under a variety of brand names designed to appeal to most consumers of casual, work and outdoor footwear at numerous price points. The Company's footwear products are organized under
+three operating divisions: (i) the Wolverine Footwear Group, focusing on work, outdoor and lifestyle boots and shoes, (ii) the Performance Footwear Group, focusing on the Caterpillar ® and Merrell ® product lines of performance and lifestyle footwear and (iii) the Casual Footwear Group, focusing on Hush Puppies ® brand comfortable casual shoes, slippers and moccasins under the Hush
+Puppies® brand and other private labels for third party retailers and children's footwear under various Company brands. The Company's Global Operations Group is responsible for manufacturing, sourcing and distribution in support of the various Company brands.
+The Company's footwear is distributed domestically through 62 Company-owned retail stores and to accounts including department stores, footwear chains, catalogs, specialty retailers, mass merchants and Internet retailers. Many of these retailers operate
+multiple storefront locations. The Company's products are distributed worldwide in over 140 markets through licensees and distributors. 
+The Company, through its Wolverine Leathers Division, operates a Company-owned tannery and is one of the premier tanners of quality pigskin leather for the shoe and leather goods industries. The pigskin leather
+tanned by the Company is used in a significant portion of the footwear manufactured and sold by the Company, and is also sold to Company licensees and other domestic and foreign manufacturers of shoes. In addition, Wolverine Procurement, Inc., a
+Company-owned subsidiary, both performs skinning operations and purchases raw pigskins which it then cures and sells to the Wolverine Leathers Division and to outside customers for processing into pigskin leather products. 
+For financial information regarding the Company, see the consolidated financial statements of the Company, which are attached as Appendix A to this Form 10-K. The Company has one reportable operating segment, Branded
+Footwear. The "Branded Footwear" segment is engaged in the manufacture and marketing of branded footwear, including casual shoes, slippers, moccasins, dress shoes, boots, uniform shoes, work shoes and performance outdoor footwear. The Company's "Other
+Businesses" category consists of the Company's retail stores, apparel and accessory licensing, tannery and pigskin 
+procurement operations. Financial information regarding the Company's operating segments can be found in Note 9 to the consolidated financial statements of the Company, which are attached as Appendix A to this Form 10-K. 
+Branded Footwear. 
+The Company manufactures and markets a broad range of footwear styles including shoes, boots and sandals under many recognizable brand names including Bates ®, Caterpillar ®, Coleman ®, 
+Harley-Davidson ®, Hush Puppies ®, HyTest ®, Merrell ®, Stanley® and Wolverine ®. The Company, through its wholly owned subsidiary, Wolverine Slipper Group, Inc., also manufactures constructed slippers and
+moccasins and markets them under the Hush Puppies ®, Joe Boxer ®, and Turtle Fur ® trademarks and on a private label basis. The Company combines quality materials and skilled workmanship from around the world to produce footwear according to its specifications
+at both Company-owned and independent manufacturing facilities. 
+The Company's three branded footwear operating divisions are described below. 
+1. The Wolverine Footwear Group . The Wolverine Footwear Group encompasses multiple brands designed with performance and comfort features to serve a variety of work, outdoor
+and lifestyle functions. The Wolverine ® brand, which has been in existence for 118 years, is identified with performance and quality and markets work and outdoor footwear in two categories: (i) work and industrial footwear; and (ii) rugged outdoor and sport footwear. The
+Wolverine Footwear Group also includes the Bates ® and HyTest ® product lines. These products feature quality materials and components and patented technologies and designs, such as DuraShocks ®, DuraShocks SR ™, Wolverine Fusion ™ and the
+new Wolverine Durashocks Motion Control ™ sole, and unique proprietary technologies such as the SEMC ™ non-metallic composite safety toe. The Wolverine Footwear Group also markets Harley-Davidson® footwear. H
+arley-Davidson® footwear styles include traditional motorcycle riding designs as well as contemporary fashion, military and western inspired footwear. The Wolverine Footwear Group also markets hiking and outdoor shoes, boots and sandals through the Coleman 
+® footgear line of products. In addition, the Wolverine Footwear Group markets Stanley® work boots and shoes. 
+Wolverine ® Work and Industrial Footwear . The Company believes the Wolverine ® brand has built its reputation by offering quality, durable and comfortable work boots and shoes. The
+development of DuraShocks ® technology allowed the Wolverine ® brand to introduce a broad line of work footwear with a focus on comfort. The recently developed Wolverine Fusion ™, Wolverine Durashocks Motion Control™ and 
+SEMC® composite safety toe technologies continue the Company's tradition of comfortable work and industrial footwear. The Wolverine® work product line features work boots and shoes, including steel toe boots and shoes, targeting male and female
+industrial and farm workers. 
+Wolverine ® Rugged Outdoor and Sport Footwear . The Wolverine ® rugged outdoor and sport product lines incorporate DuraShocks ®, DuraShocks SR ™, Wolverine Fusion 
+™ and Wolverine 
+2
+Durashocks Motion Control ™ technology and other comfort features into products designed for rugged outdoor use. This broad product line targets active lifestyles and includes all-terrain sport boots, walking shoes, trail hikers, rugged
+casuals and outdoor sandals. The Company also produces boots that target hunters, fishermen and other active outdoor users. Warmth, waterproofing and comfort are achieved through the use of Gore-Tex ® and Thinsulate ® brand fabrics and the Company's performance leathers and patented DuraShocks ® technologies. 
+Bates ® Uniform Footwear . The Company's Bates Uniform Footwear Division is an industry leader in supplying footwear to military and civilian uniform users. The Bates Uniform Footwear Division utilizes
+DuraShocks ®, DuraShocks SR ™, CoolTech ® and other proprietary comfort technologies in the design of its military-style boots and oxfords including the Bates ® Enforcer Series ® and Special Ops ™
+footwear lines. The Bates Uniform Footwear Division contracts with the U.S. Department of Defense and other governmental organizations to supply military footwear. Civilian uniform uses include police, security, postal, restaurant and other industrial
+occupations. Bates Uniform Footwear Division products are also distributed through specialty retailers and catalogs. 
+HyTest ®. The HyTest ® product line consists primarily of high quality work boots and shoes designed to protect male and female industrial workers from foot injuries. HyTest ® footwear
+incorporates various safety features into its product lines, including steel toe, composite toe, electrical hazard, static dissipating and conductive footwear to protect against hazards of the workplace. In addition, HyTest ® brand footwear incorporates features such as FootRests ® comfort technology and the proprietary SEMC® composite toe to provide comfort together with safety for working men and women. HyTest ® footwear is
+distributed primarily through a network of independently owned Shoemobile ® mobile truck retail outlets providing direct sales to workers at industrial facilities. 
+Harley-Davidson ® Footwear . Pursuant to a license arrangement with the Harley-Davidson Motor Company, the Company has the exclusive right to manufacture, market, distribute and sell Harley-Davidson
+® brand footwear throughout the world. Harley-Davidson ® brand footwear products include motorcycle, casual, fashion, work and western footwear for men, women and children. Harley-Davidson ® footwear is sold globally through a
+network of approximately 650 independent Harley-Davidson ® dealerships as well as through department stores and specialty retailers. 
+Coleman ® Footgear . The Company has been granted the exclusive worldwide rights to manufacture, market, distribute and sell
+3
+outdoor footwear under the Coleman ® brand. Coleman ® brand footwear products include lightweight hiking boots, outdoor sport boots, rubber footgear and outdoor sandals, which are sold primarily at value-oriented prices through
+specialty retailers and mass merchants. 
+Stanley ® Footgear . Pursuant to a license arrangement completed in 2000 with The Stanley Works, the Company has an exclusive license to manufacture, market,
+distribute and sell footwear under the Stanley® brand. The Stanley® Footgear line provides the Company with an entry into the value-price work footwear market. Stanley® Footgear is currently marketed in Payless ShoeSource, Inc. stores throughout the
+United States. 
+2. The Performance Footwear Group . The Performance Footwear Group began operating as a separate division of the Company in 1999. The
+Performance Footwear Group is comprised of two of the Company's performance-lifestyle brands, Caterpillar ® and Merrell ®. 
+Caterpillar ® Footwear . The Company has been granted the exclusive worldwide rights to manufacture, market and distribute footwear under the Caterpillar ®, CAT & Design ®, 
+Walking Machines ® and other trademarks. The Company believes the association with Caterpillar ® equipment enhances the reputation of its boots for quality, ruggedness and durability. Caterpillar ® brand footwear products include work boots and
+shoes, sport boots, rugged casuals and lifestyle footwear. In addition, the Company also manufactures and markets CAT ® Marine Power footwear, designed for industrial and recreational marine uses. Caterpillar ® brand products target work and industrial users and active lifestyle users. Caterpillar® footwear is marketed in over 130
+countries worldwide. 
+Merrell ® Footwear . The Merrell ® product line consists primarily of technical hiking, rugged outdoor and outdoor inspired casual footwear designed for backpacking, day hiking and rugged
+every day use. The Merrell ® product line also includes the "After-Sport" product line, incorporating Merrell ® Footwear's technical hiking and outdoor expertise with Wolverine Performance Leathers™ and other technical materials to
+create footwear with unique styling, performance and comfort features. Merrell ® products are sold primarily through outdoor specialty retailers, department stores and catalogs. 
+3. The Casual Footwear Group . The Casual Footwear Group consists of the Hush Puppies Company, Wolverine Slipper Group, Inc. and the
+Children's Footwear Group. Each of these groups is described below. 
+The Hush Puppies Company . The Company believes that the 40-year heritage of the Hush Puppies ® brand as a pioneer of comfortable casual shoes positions the brand to capitalize on the global trend
+toward
+4
+more casual workplace and leisure attire. The diverse product line includes numerous styles for both work and casual wear and utilizes comfort features, such as the Comfort Curve ® sole, Float Fx™ , HPO2 ® cushioning,
+patented Bounce ® technology and lightweight Zero-G ™ constructions. Hush Puppies ® shoes are sold to men, women and children in over 90 countries. 
+Wolverine Slipper Group, Inc. Through its wholly owned subsidiary, Wolverine Slipper Group, Inc., the Company is one of the leading suppliers of constructed slippers in the United States. The styling of
+Wolverine Slipper Group's footwear reflects consumer demand for the "rugged indoor" look by using natural leathers such as moosehide, shearling and suede in constructed slipper and indoor and outdoor moccasin designs. Wolverine Slipper Group, Inc.,
+designs and manufactures constructed slippers, aftersport footwear and moccasins on a private label basis according to customer specifications. Such products are manufactured for leading United States retailers and catalogs, such as Nordstrom, L.L. Bean,
+Eddie Bauer and Lands' End. In addition to its traditional line of private label slippers, Wolverine Slipper Group, Inc. also manufactures and markets slipper products under the popular Hush Puppies ®, Turtle Fur ® and Joe Boxer ® brands and has developed a College Clogs™ program for the sale of licensed collegiate slipper products. 
+The Children's Footwear Group. The Children's Footwear Group consists of the Company's Hush Puppies ® and Caterpillar ® children's footwear business together with the children's footwear
+programs under the Coleman ®, Wolverine ®, and Harley-Davidson ® brands. The Company believes the consolidation of these brands into the Children's Footwear Group facilitates the dedicated marketing, sourcing and sales programs that are
+necessary to extend the Company's high-profile, global brands into the children's footwear market segment. 
+Other Businesses. 
+In addition to the manufacture and marketing of the Company's footwear products that are reported in the Branded Footwear segment, the Company also (i) operates a Company-owned pigskin tannery through its Wolverine
+Leathers Division, (ii) purchases and cures raw pigskins for sale to various customers through its wholly owned subsidiary Wolverine Procurement, Inc., (iii) operates 62 domestic retail footwear stores, and (iv) licenses the Company's brand names for use
+on non-footwear products. 
+1. The Wolverine Leathers Division . The Wolverine Leathers Division produces pigskin leathers primarily for use in the footwear industry. The Wolverine Leathers Division is
+the largest domestic tanner of pigskin. Wolverine Leathers ® brand products are manufactured in the Company's pigskin tannery located in Rockford, Michigan. The Company believes these leathers offer superior performance and advantages over cowhide leathers. The Company's waterproof,
+stain resistant and washable leathers are featured in many of the Company's domestic footwear lines and many products 
+5
+offered by the Company's international licensees and distributors. Wolverine performance leathers are also featured in certain outside brands of athletic and outdoor footwear. 
+2. Wolverine Procurement, Inc . Wolverine Procurement, Inc. performs skinning operations and purchases raw pigskins from third parties, which it then cures and sells to the
+Wolverine Leathers Division and to outside customers for processing into pigskin leather products. 
+3. Retail Stores . The Company operated 62 domestic retail shoe stores as of March 23, 2001, under two formats, consisting of 60 factory outlet stores under the Hush Puppies
+and Family name and two mall-based stores called Up Footgear ™. The Company expects the scope of its retail operations to remain relatively consistent in the foreseeable future. Most of the Company's 60 factory outlet stores
+carry a large selection of first quality Company branded footwear at discounted retail prices. The Up Footgear ™ stores feature Company brands such as Wolverine ®, Merrell ®, Hush Puppies ®, Caterpillar ® and Harley-Davidson ®. These stores also carry a selection of branded footwear from
+other manufacturers. 
+4. Apparel and Accessory Licensing . The Company's Apparel and Accessory Licensing Division licenses the Company's brands for use on non-footwear products including apparel,
+eyewear, watches, socks, handbags and plush toys. Current licensing programs include Hush Puppies ® brand apparel, eyewear and plush toys and watches under the Wolverine ® and Hush Puppies ® brands. 
+Marketing. 
+The Company's overall marketing strategy is to develop brand-specific plans and related promotional materials for the United States market to foster a differentiated and globally consistent image for each of the
+Company's core footwear brands. Each footwear brand group has its own marketing personnel who develop the marketing strategy for products within that group. Domestic marketing campaigns target both the Company's retail accounts and consumers, and strive
+to increase overall brand awareness for the Company's branded products. The Company's advertisements typically emphasize fashion, comfort, quality, durability, functionality and other performance and lifestyle aspects of the Company's footwear. Components
+of the brand-specific plans include print, radio and television advertising, in-store point of purchase displays, promotional materials, and sales and technical assistance. 
+The Company's footwear brand groups provide its international licensees and distributors with creative direction and materials to convey consistent messages and brand images. Examples of marketing assistance provided
+by the Company to its licensees and distributors are (i) direction concerning the categories of footwear to be promoted, (ii) photography and layouts, (iii) broadcast advertising, including commercials and film footage, (iv) point of purchase presentation
+specifications, blueprints and packaging, (v) sales materials, and (vi) consulting concerning retail store layout and design. The Company believes its footwear brand names provide a competitive advantage. In support of this belief, the Company makes
+significant expenditures on marketing and promotion to support the position of its products and enhance brand awareness. 
+6
+Domestic Sales and Distribution. 
+The Company uses a wide variety of distribution channels to distribute its branded footwear products. To meet the diverse needs of its broad customer base, the Company uses three primary distribution strategies. 
+• 
+Traditional wholesale distribution is used to service department stores (such as J.C. Penney, Sears and Nordstrom), large footwear chains (such as Famous Footwear), specialty retailers, catalog and independent retailers, and military outlets. A
+dedicated sales force and customer service team, advertising and point of purchase support, and in-stock inventories are used to service these accounts. 
+• 
+Volume direct programs provide branded and private label footwear at competitive prices with limited marketing support. These programs service major retail, mail order, mass merchants and government customers. 
+• 
+A network of independent Shoemobile ® distribution outlets is primarily used to distribute and sell HyTest ® brand products. The Company also distributes work and occupational footwear under a number of the Company's other brands
+through this independent distributor network. 
+In addition to its wholesale activities, the Company also operates domestic retail shoe stores as described above. The Company is developing various programs both independently and with its retail customers for the
+distribution of its products over the Internet and in 2000 opened a direct to customer site at www.upfootgear.com . 
+A broad distribution base insulates the Company from dependence on any one customer. No customer of the Company accounted for more than 10% of the Company's net sales and other operating income in fiscal 2000. 
+Footwear sales are seasonal with significant increases in sales experienced during the fall hunting season, Christmas, Easter and back-to-school periods. Due to this seasonal nature of footwear sales, the Company
+experiences some fluctuation in its levels of working capital. The Company provides working capital for such fluctuations through internal financing and through a revolving credit agreement that the Company has in place. The Company expects the seasonal
+sales pattern to continue in future years. 
+International Operations and Global Licensing. 
+The Company records revenue from foreign sources through a combination of sales of branded footwear products generated from the Company's wholly owned operations in Canada and the United Kingdom, and from royalty
+income through a network of independent licensees and distributors. The Company's owned operations include Hush Puppies (UK) Ltd., Merrell (Europe) Limited, Hush Puppies Canada Footwear, Ltd., and the Merrell Canada division. The Company's owned
+operations are located in markets where the Company believes it can gain a strategic advantage. 
+The Company derives royalty income from sales of Company footwear bearing the Hush Puppies ®, Wolverine ®, Bates ®, HyTest ®, Merrell ® and other trademarks by
+independent distributors and licensees. The Company also derives royalty income from sales of footwear bearing the Caterpillar ®, Coleman ® and Harley-Davidson ® trademarks through foreign distributors. License and 
+7
+distribution arrangements enable the Company to develop international markets without the capital commitment required to maintain inventories or fund localized marketing programs. In fiscal 2000, the Company's wholly owned foreign operations, together
+with the Company's foreign licensees and distributors sold an estimated 18 million pairs of footwear, which is similar to the level of international sales in fiscal 1999. 
+The Company continues to develop a global network of licensees and distributors to market its footwear brands. The Company assists in designing products that are appropriate to each foreign market but are consistent
+with the global brand position. The licensees and distributors then purchase goods from either the Company or authorized third-party manufacturers pursuant to a distribution agreement or manufacture branded products consistent with Company standards
+pursuant to a license agreement. Distributors and licensees are responsible for independently marketing and distributing Company branded products in their respective territories, with product and market support provided by the Company. 
+Manufacturing and Sourcing. 
+The Company controls the sourcing and manufacture of approximately 75% of the pairs of footwear marketed under the Company's brand names globally. The balance is controlled directly by the Company's licensees. Of the
+pairs controlled by the Company, approximately 85% are purchased or sourced from third parties, the remainder are produced at Company-owned facilities. Footwear produced by the Company is manufactured at Company-owned facilities in several domestic and
+certain affiliated foreign facilities located in Michigan, Arkansas, the Caribbean Basin and Mexico. For some of the Company-produced footwear, the Company has implemented a "twin plant" concept whereby a majority of the labor intensive cutting and
+fitting construction of the "upper" portion of shoes and boots is performed at the Company's facilities in the Caribbean Basin and Mexico and the technology intensive construction, or "bottoming," is performed at the Company's domestic facilities. 
+The Company's factories each have the flexibility to produce a variety of footwear, and depart from the industry's historic practice of dedicating a given facility to production of specific footwear products. This
+flexibility allows the Company to quickly respond to changes in market preference and demand. The Company produces primarily slippers and work footwear in its domestic and international facilities, allowing the Company to respond to both market and
+customer-specific demand. In fiscal 2000, the Company announced its intention to close its facilities in Malone, New York; Kirksville, Missouri; Aguadilla, Puerto Rico; San Jose, Costa Rica; and Ontario, Canada. Consolidating operations into the
+remaining facilities allows the Company to take better advantage of sophisticated global sourcing alternatives. 
+The Company sources a majority of its footwear from a variety of foreign manufacturing facilities in the Asia-Pacific region, Central and South America, India and Europe. The Company maintains technical offices in
+the Asia-Pacific region to facilitate the sourcing and importation of quality footwear. The Company has established guidelines for each of its third-party manufacturers in order to monitor product quality, labor practices and financial viability. In
+addition, the Company has developed its "Engagement Criteria for Partners & Sources" to require that its domestic and foreign manufacturers, licensees and distributors use ethical business standards, comply with all applicable health and safety laws
+and regulations, are committed to environmentally safe practices, treat employees fairly with respect to wages, benefits and working conditions, and do not use child or prison labor. 
+8
+The Company's domestic manufacturing operations allow the Company to (i) reduce its lead time, enabling it to quickly respond to market demand and reduce inventory risk, (ii) lower freight and shipping costs, and
+(iii) closely monitor product quality. The Company's foreign manufacturing strategy allows the Company to (i) benefit from lower labor costs, (ii) source the highest quality raw materials from around the world, and (iii) avoid additional capital
+expenditures necessary for factories and equipment. The Company believes that its overall global manufacturing strategy gives the Company maximum flexibility to properly balance the need for timely shipments, high quality products and competitive pricing. 
+The Company owns and operates through its Wolverine Leathers Division a pigskin tannery, which is one of the premier tanners of quality leather for the footwear industry. The Company and its licensees receive
+virtually all of their pigskin requirements from the tannery. The Company believes the tannery provides a strategic advantage for the Company by producing leather using proprietary technology at prices below those available from other sources. 
+The Company's principal required raw material is quality leather, which it purchases from a select group of domestic and offshore suppliers, including the Company's tannery. The global availability of shearling and
+cowhide leather eliminates any reliance by the Company upon a sole supplier. Cowhide leather prices in the global market have increased and may continue to increase in 2001 due primarily to a reduction in supply in key cattlehide producing countries as a
+result of disease and other factors. The Company currently purchases the vast majority of the raw pigskins used in a significant portion of its tannery operations from one domestic source. This source has been a reliable and consistent supplier for over
+30 years. Alternative sources of pigskin are available, however the price, processing and/or product characteristics are less advantageous to the Company. The Company purchases all of its other raw materials and component parts from a variety of sources,
+none of which is believed by the Company to be a dominant supplier. 
+The Company is subject to the normal risks of doing business abroad due to its international operations, including the risk of expropriation, acts of war, political disturbances and similar events, the imposition of
+trade barriers, quotas and tariffs and loss of most favored nation trading status. With respect to international sourcing activities, management believes that over a period of time, it could arrange adequate alternative sources of supply for the products
+currently obtained from its foreign suppliers. A sustained disruption of such sources of supply could, particularly on a short-term basis, have an adverse impact on the Company's operations. 
+Trademarks, Licenses and Patents. 
+The Company holds a significant portfolio of registered and common law trademarks that identify its branded footwear products. The trademarks that are most widely used by the Company include Hush Puppies ®,
+Wolverine ®, Bates ®, Wolverine Fusion ™, DuraShocks ®, Hidden Tracks ®, Bounce ®, Comfort Curve ®, HPO2 ®, HyTest ®, Merrell ® and FootRests ®.
+The Company has obtained the right to manufacture, market and distribute footwear throughout most countries of the world under the Caterpillar ®, Harley-Davidson ® and Coleman ® trademarks, the right to manufacture, market and distribute footwear in the United States and other countries under the Stanley ® trademark and the right to
+manufacture, market and distribute slippers in the United States and certain other countries under the Turtle Fur ® and Joe Boxer ® trademarks pursuant to license arrangements with the respective trademark owners. With the exception of the Coleman ® license, all of the Company's licenses are long term and extend for three or
+more years with renewal options. The Company's arrangement with the Coleman Company, Inc. expires on December 28, 2002, with possible renewal options if certain sales goals are achieved. The licenses are subject to customary approval, performance and
+default provisions. Pigskin 
+9
+leather produced by the Company's Wolverine Leathers Division is sold under the trademarks Wolverine Leathers ®, Weather Tight ® and All Season Weather Leathers ™. 
+The Company believes that its products are identified by consumers by its trademarks and that its trademarks are valuable assets. The Company is not aware of any infringing uses or any prior claims of ownership of
+its trademarks that could materially affect its current business. It is the policy of the Company to pursue registration of its primary marks whenever possible and to vigorously defend its trademarks against infringement or other threats to the greatest
+extent practicable under the laws of the United States and other countries. The Company also holds many design and utility patents, copyrights and various other proprietary rights. The Company protects all of its proprietary rights to the greatest extent
+practicable under applicable laws. 
+Order Backlog. 
+At March 24, 2001, the Company had a backlog of footwear orders of approximately $195 million compared with a backlog of approximately $159 million at March 25, 2000. Approximately two-thirds of the backlog increase
+is related to orders for products expected to be shipped in the third and fourth quarters of 2001 and can be affected by the timing of customer requests for shipment of the ordered products. While orders in backlog are subject to cancellation by
+customers, the Company has not experienced significant cancellation of orders in the past and the Company expects that substantially all of the orders will be shipped in fiscal 2001. The backlog at a particular time is affected by a number of factors,
+including seasonality, retail conditions, product availability and the schedule for the manufacture and shipment of products. Accordingly, a comparison of backlog from period to period is not necessarily meaningful and may not be indicative of eventual
+actual shipments. 
+Competition. 
+The Company's footwear lines are manufactured and marketed in a highly competitive environment. The Company competes with numerous domestic and foreign marketers, manufacturers and importers of footwear, some of
+which are larger and have greater resources than the Company. The Company's major competitors for its brands of footwear are located in the United States. The Company has at least ten major competitors in connection with the sale of its work shoes and
+boots, at least eight major competitors in connection with the sale of its sport boots, and at least fifteen major competitors in connection with the sale of its casual and dress shoes. Product performance and quality, including technological
+improvements, product identity, competitive pricing, and the ability to adapt to style changes are all important elements of competition in the footwear markets served by the Company. The footwear industry in general is subject to changes in consumer
+preferences. The Company strives to maintain its competitive position through promotion of brand awareness, manufacturing efficiencies, its tannery operations, and the style, comfort and value of its products. Future sales by the Company will be affected
+by its continued ability to sell its products at competitive prices and to meet shifts in consumer preferences. 
+Because of the lack of reliable published statistics, the Company is unable to state with certainty its position in the footwear industry. Market shares in the non-athletic footwear industry are highly fragmented and
+no one company has a dominant market position. 
+10
+Research and Development. 
+In addition to normal and recurring product development, design and styling activities, the Company engages in research and development related to new and improved materials for use in its branded footwear and other
+products and in the development and adaptation of new production techniques. The Company's continuing relationship with the Biomechanics Evaluation Laboratory at Michigan State University, for example, has led to specific biomechanical design concepts,
+such as Bounce ®, DuraShocks ® and Hidden Tracks ® comfort technologies, that have been incorporated in the Company's footwear. While the Company continues to be a leading developer of footwear innovations, research and development
+costs do not represent a material portion of operating expenses. 
+Environmental Matters. 
+Compliance with federal, state and local provisions which have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment have not
+had, nor are they expected to have, any material effect on the capital expenditures, earnings or competitive position of the Company. The Company uses and generates, and in the past has used and generated, certain substances and wastes that are regulated
+or may be deemed hazardous under certain federal, state and local regulations with respect to the environment. The Company from time to time works with federal, state and local agencies to resolve cleanup issues at various waste sites or other regulatory
+issues. 
+Employees. 
+As of December 30, 2000, the Company had approximately 4,903 domestic and foreign production, office and sales employees. Approximately 677 employees were covered by five union contracts expiring at various dates
+through March 31, 2004. The Company has experienced no work stoppages since 1990. The Company presently considers its employee relations to be good.

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+Item 13. Certain Relationships and Related Transactions . 
+The information regarding certain employee loans following the caption "Executive Compensation," under the subheading "Stock Options," and the information contained under the caption "Wolverine's Board of Directors"
+under the subheading "Compensation of Directors" and under the caption "Related Matters" under the subheading "Certain Relationships and Related Transactions" contained in the definitive Proxy Statement of the Company dated March 16, 2001, are
+incorporated herein by reference.

raw/filings/0000110471/2000/0000905729-01-500086/rpt_disclosure.txt

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+Certain Relationships and Related Transactions 
+During 2000, Wolverine engaged J. Walter Thompson, an
+international advertising firm, to perform public relations and
+marketing services. Wolverine paid $200,214 in fees and expenses
+to J. Walter Thompson. Ms. Joan Parker, a director of
+Wolverine, is a Senior Partner with J. Walter Thompson.
+Wolverine anticipates continuing its relationship with
+J. Walter Thompson during the current year.
+Wolverine has entered into agreements with Grimoldi, S.A., an
+Argentinean corporation of which Mr. Alberto Grimoldi, a
+director of Wolverine, is a large shareholder, granting to
+Grimoldi, S.A. the exclusive rights to distribute and sell
+footwear products in Argentina under the Hush Puppies®,
+Wolverine®, Caterpillar®, Harley-Davidson®,
+and Merrell® trademarks. Wolverine and Grimoldi,
+S.A. have executed a similar agreement that grants similar
+rights with respect to Brazil, which was subsequently assigned
+to a wholly-owned subsidiary of Grimoldi, S.A. Under these
+agreements, Grimoldi, S.A., or its subsidiary, pays Wolverine
+royalties and certain sublicense fees based on sales or
+purchases of footwear products in Argentina and Brazil.
+Under the agreements described above, Grimoldi, S.A. was
+obligated to pay to Wolverine royalties, sublicense fees and
+service fees in 2000 totaling $1,144,463. These agreements were
+made under terms and conditions customary for other
+international licensees and distributors, and all payments due
+under these agreements were invoiced or paid in accordance with
+Wolverine’s customary terms and practices.
+In the ordinary course of their business, Wolverine and its
+subsidiaries sell footwear for resale, samples, components of
+footwear products (such as leather and shoe soles), advertising
+materials and miscellaneous items to licensees, distributors and
+customers. In 2000, purchases of such items by Grimoldi, S.A.
+totaled $402,157 (including any applicable sublicense fees for
+products containing licensed proprietary technology). All of
+these purchases were made pursuant to Wolverine’s customary
+trade terms and were invoiced or paid in accordance with
+Wolverine’s customary payment terms and schedules
+applicable to all licensees, distributors and customers.
+All of the transactions described above occurred pursuant to
+continuing contractual arrangements between Wolverine and
+Grimoldi, S.A. Wolverine expects similar transactions to occur
+between Grimoldi, S.A. and Wolverine and its subsidiaries during
+2001.
+Compensation Committee Interlocks and Insider
+Participation 
+Wolverine’s Compensation Committee consists of
+Donald V. Fites, Phillip D. Matthews, David P.
+Mehney, Elizabeth A. Sanders, and Paul D. Schrage.
+While Mr. Matthews was not at any time an employee of
+Wolverine or its subsidiaries, he served as Chairman of the
+Board of Wolverine from 1993 until 1996. Daniel T. Carroll,
+a current director of Wolverine, was Chairman of
+Wolverine’s Compensation Committee until April 13,
+2000. Mr. Carroll no longer serves on Wolverine’s
+Compensation Committee. Mr. Carroll is also Chairman of the
+Board of Comshare, Inc. and receives compensation from Comshare
+in that capacity. Geoffrey B. Bloom, Wolverine’s
+Chairman of the Board and former Chief Executive Officer, is a
+director of Comshare and serves as Chairman of Comshare’s
+Compensation Committee.

raw/filings/0000110471/2002/0000905729-03-000154/filing_metadata.csv

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+0000110471,WWW,WOLVERINE WORLD WIDE INC /DE/,10-K,2003-03-27,2002-12-28,2003-03-27T22:21:12.000Z,0000905729-03-000154,www10k_ye2002.htm,,1207348,0,0,https://www.sec.gov/Archives/edgar/data/110471/000090572903000154/www10k_ye2002.htm,https://www.sec.gov/Archives/edgar/data/110471/000090572903000154/,2002,2002,1

raw/filings/0000110471/2002/0000905729-03-000154/item1.txt

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+Item 1. Business . 
+General. 
+Wolverine World Wide, Inc. (the "Company") is a leading designer, manufacturer and marketer of a broad line of quality casual shoes, rugged outdoor and work footwear, and constructed slippers and moccasins. The Company, a Delaware corporation, is the successor of a Michigan corporation of the same name, originally organized in 1906, which in turn was the successor of a footwear business established in Grand Rapids, Michigan in 1883. 
+Consumers around the world purchased more than 37 million pairs of Company branded footwear during fiscal 2002, making the Company a global leader among U.S. footwear companies in the marketing of branded casual, work and outdoor footwear. The Company's products generally feature contemporary styling with proprietary technologies designed to provide maximum comfort and performance. The products are marketed throughout the world under widely recognized brand names, including Bates ®, CAT ®, Coleman ®, Harley-Davidson ®, Hush Puppies ®, HyTest ®, Merrell ®, Stanley® and Wolverine ®. The Company believes that its primary competitive strengths are its well-recognized brand names, broad range of comfortable footwear, patented and proprietary designs and comfort technologies, numerous distribution channels and diversified manufacturing and sourcing base. 
+The Company's footwear is sold under a variety of brand names designed to appeal to most consumers of casual, work and outdoor footwear at numerous price points. The Company's footwear products are organized under five operating divisions: (i) the Wolverine Footwear Group, focusing on work, outdoor and lifestyle boots and shoes, (ii) the Merrell Performance Footwear Group, focusing on the Merrell ® product lines of performance and lifestyle footwear, (iii) the CAT Footwear Group, focusing on the CAT ® product lines of work and lifestyle footwear, (iv) the Hush Puppies Company, focusing on Hush Puppies ® brand comfortable casual and dress shoes, and (v) the Wolverine Slipper Group, focusing on moccasins and slippers under the Hush Puppies ® and Karen Neuburger ® brands and other labels for third party retailers. The Company's Global Operations Group is responsible for manufacturing, sourcing, distribution and customer support for the various Company brands. The Company's footwear is distributed domestically through 63 Company-owned retail stores and to numerous accounts including department stores, footwear chains, catalogs, specialty retailers, mass merchants and Internet retailers. Many of the retailers to whom Wolverine distributes operate multiple storefront locations. The Company's products are distributed worldwide in over 130 markets through licensees and distributors. 
+The Company, through its Wolverine Leathers Division, operates a Company-owned tannery and is one of the premier tanners of quality pigskin leather for the shoe and leather goods industries. Pigskin leather tanned by the Company is used in a significant portion of the footwear marketed by the Company, and is also sold to Company licensees and other domestic and foreign manufacturers of shoes. In addition, Wolverine Procurement, Inc., a Company-owned subsidiary, performs skinning operations and purchases raw pigskins which it then cures and sells to the Wolverine Leathers Division and to outside customers for processing into pigskin leather products. 
+For financial information regarding the Company, see the consolidated financial statements of the Company, which are attached as Appendix A to this Form 10-K. The Company has one reportable operating segment, Branded Footwear. The Branded Footwear segment is engaged in the manufacture
+2
+and marketing of branded footwear, including casual shoes, slippers, moccasins, dress shoes, boots, uniform shoes, work shoes and performance outdoor footwear. The Company's Other Businesses category consists of the Company's retail stores, apparel and accessory licensing, tannery and pigskin procurement operations. Financial information regarding the Company's operating segments and financial information about geographic areas is found in Note 9 to the consolidated financial statements of the Company, which are attached as Appendix A to this Form 10-K. 
+Branded Footwear. 
+The Company sources and markets a broad range of footwear styles including shoes, boots and sandals under many recognizable brand names including Bates ®, CAT ®, Coleman ®, Harley-Davidson ®, Hush Puppies ®, HyTest ®, Merrell ®, Stanley ® and Wolverine ®. The Company, through its wholly owned subsidiary, Wolverine Slipper Group, Inc., also sources constructed slippers and moccasins and markets them under the Hush Puppies ® and Karen Neuburger ® trademarks and on a private label basis. The Company combines quality materials and skilled workmanship from around the world to produce footwear according to its specifications at both Company-owned and independent manufacturing facilities. 
+The Company's five branded footwear operating divisions are described below. 
+1. Wolverine Footwear Group . The Wolverine Footwear Group encompasses footwear under the Wolverine ®, Bates ®, HyTest ®, Harley-Davidson ®, Coleman ® and Stanley ® brands and markets footwear designed with performance and comfort features to serve a variety of work, outdoor and lifestyle functions. 
+Wolverine ® Work and Industrial Footwear . The Wolverine ® brand has built its reputation by offering high quality work boots and shoes that incorporate innovative technologies to deliver comfort and durability. The Wolverine ® brand, which has been in existence for 120 years, markets work and outdoor footwear in three categories: (i) work and industrial; (ii) outdoor sport; and (iii) rugged casual. The development of DuraShocks ® technology allowed the Wolverine ® brand to introduce a broad line of work footwear with a focus on comfort. The Wolverine Fusion ®, DuraShocks SR™, SEMC ™ composite safety toe and Wolverine Compressor™ technologies continue the Company's tradition of comfortable work and industrial footwear. The Wolverine® work product line features work boots and shoes, including steel toe boots and shoes, targeting male and female industrial and farm workers. The Wolverine ® rugged casual and outdoor sport product lines also incorporate DuraShocks ® technology and other comfort features into products designed for casual and outdoor sport use. The rugged casual line targets active lifestyles and includes walking shoes, rugged casuals and outdoor sandals. The outdoor sport line is designed to meet the demands of hunters, fishermen and other active outdoor sportsmen and women. Warmth, waterproofing and comfort are achieved through the use of Gore-Tex ® and Thinsulate ® brand fabrics, the Company's performance leathers and patented DuraShocks ® technologies. 
+3
+Bates ® Uniform Footwear . The Bates Uniform Footwear Division is an industry leader in supplying footwear to military and civilian uniform users. The Bates Uniform Footwear Division utilizes DuraShocks ®, DuraShocks SR ™, CoolTech ® and other proprietary comfort technologies in the design of its military-style boots and oxfords including the Bates ®, Enforcer Series ® and Special Ops ™ footwear lines. The Bates Uniform Footwear Division contracts with the U.S. Department of Defense and the militaries of several foreign countries to supply military footwear. Civilian uniform uses include police, security, postal, restaurant and other industrial occupations. Bates Uniform Footwear Division products are also distributed through specialty retailers and catalogs. 
+HyTest ®. The HyTest ® product line consists primarily of high quality work boots and shoes designed to protect male and female industrial workers from foot injuries. HyTest ® footwear incorporates various specialty safety features into its product lines, including steel toe, composite toe, electrical hazard, static dissipating and conductive footwear to protect against hazards of the workplace. In addition, HyTest ® brand footwear incorporates features such as FootRests ® comfort technology and the proprietary SEMC ™ composite toe to provide comfort together with safety for working men and women. HyTest ® footwear is distributed primarily through a network of independently owned Shoemobile ® mobile truck retail outlets providing direct sales of the Company's occupational and work footwear brands to workers at industrial facilities and also through direct sales arrangements with large industrial customers. 
+Harley-Davidson ® Footwear . Pursuant to a license arrangement with the Harley-Davidson Motor Company, the Company has the exclusive right to manufacture, market, distribute and sell Harley-Davidson ® brand footwear throughout the world. Harley-Davidson ® brand footwear products include motorcycle, casual, fashion, work, military and western footwear for men, women and children. Harley-Davidson ® footwear is sold globally through a network of independent Harley-Davidson ® dealerships as well as through department stores and specialty retailers. 
+Coleman ® Footgear . The Company has been granted the exclusive rights to manufacture, market, distribute and sell outdoor footwear under the Coleman ® brand in Europe, Asia and the Middle East. Coleman ® brand footwear products include lightweight hiking boots, outdoor sport boots, rubber footgear and outdoor sandals, which are sold primarily at value-oriented prices through specialty retailers and mass merchants. 
+4
+Stanley ® Footgear . Pursuant to a license arrangement with The Stanley Works, the Company has exclusive rights to manufacture, market, distribute and sell footwear under the Stanley ® brand. The Stanley ® Footgear line is designed primarily for and marketed in the value-priced work footwear market. Stanley ® Footgear is currently sold in Payless ShoeSource, Inc. stores throughout the United States. 
+2. Merrell Performance Footwear Group . The Merrell Performance Footwear Group was established as a separate division of the Company in October 2002. The Merrell ® product line consists primarily of technical hiking, rugged outdoor and outdoor inspired casual footwear designed for backpacking, day hiking and every day use. The Merrell ® product line also includes the "After-Sport" product line, incorporating Merrell ® footwear's technical hiking and outdoor expertise with Wolverine Performance Leathers™ and other technical materials to create footwear with unique styling, performance and comfort features. Merrell ® products are sold primarily through outdoor specialty retailers, department stores and catalogs. Merrell ® footwear is marketed in over 120 countries worldwide. 
+3. CAT Footwear Group . The CAT Footwear Group was established as a separate division of the Company in October 2002. Pursuant to a license arrangement with Caterpillar Inc., the Company has exclusive worldwide rights to manufacture, market and distribute footwear under the Caterpillar ®, CAT & Design ®, Walking Machines ® and other trademarks. The Company believes the association with CAT ® equipment enhances the reputation of its boots for quality, ruggedness and durability. CAT ® brand footwear products include work boots and shoes, sport boots, rugged casuals and lifestyle footwear. In addition, the Company also manufactures and markets CAT ® Marine Power footwear, designed for industrial and recreational marine uses. CAT ® footwear products target work and industrial users and active lifestyle users. CAT ® footwear is marketed in over 130 countries worldwide. 
+4. The Hush Puppies Company . Over its 45-year heritage, the Hush Puppies ® brand has been a pioneer of comfortable casual shoes. The diverse product line includes numerous styles for both dress and casual wear and utilizes comfort features, such as the Comfort Curve ® sole, Float Fx ® , patented Bounce ® technology and lightweight Zero-G ™ constructions. Hush Puppies ® shoes are sold to men, women and children in over 96 countries through department stores, catalogs, and independent retailers. 
+5. Wolverine Slipper Group, Inc. Through its wholly owned subsidiary, Wolverine Slipper Group, Inc., the Company is one of the leading suppliers of constructed slippers in the United States. The styling of Wolverine Slipper Group's footwear reflects consumer demand for the "rugged indoor" look by using natural leathers such as moosehide, shearling and suede in constructed slipper and indoor and outdoor moccasin designs. The Wolverine Slipper Group designs and manufactures constructed slippers, aftersport footwear, moccasins and children's footwear on a private label basis according to customer specifications. In addition to its traditional line of private label products, the Wolverine Slipper Group also manufactures and markets slipper products under the famous Hush Puppies ® brand and has developed a College Clogs™ program for the sale of licensed collegiate slipper products. In addition, the Wolverine Slipper Group markets Karen Neuburger ® slipper products pursuant to a license arrangement completed in the first quarter of 2002. 
+5
+Other Businesses. 
+In addition to the manufacture and marketing of the Company's footwear products that are reported in the Branded Footwear segment, the Company also (i) operates a Company-owned pigskin tannery through its Wolverine Leathers Division, (ii) purchases and cures raw pigskins for sale to various customers through its wholly owned subsidiary Wolverine Procurement, Inc., (iii) operates 63 domestic retail footwear stores, and (iv) licenses the Company's brand names for use on non-footwear products. 
+1. The Wolverine Leathers Division . The Wolverine Leathers Division produces pigskin leathers primarily for use in the footwear industry. Wolverine Leathers® brand products are manufactured in the Company's pigskin tannery located in Rockford, Michigan. The Company believes these leathers offer superior performance and advantages over cowhide leathers. The Company's waterproof, stain resistant and washable leathers are featured in many of the Company's domestic footwear lines and many products offered by the Company's international licensees and distributors. Wolverine performance leathers are also featured in certain outside brands of athletic and outdoor footwear. 
+2. Wolverine Procurement, Inc . Wolverine Procurement, Inc. performs skinning operations and purchases raw pigskins from third parties, which it cures and sells to the Wolverine Leathers Division and to outside customers for processing into pigskin leather products. 
+3. Retail Stores . The Company operates 63 domestic retail shoe stores as of February, 2003, consisting of 61 factory outlet stores under the Hush Puppies and Family name, and two mall-based stores under the Track 'N Trail® name. The Company expects the scope of its retail operations to remain relatively consistent in the foreseeable future. Most of the Company's 61 factory outlet stores carry a large selection of first quality Company branded footwear at discounted retail prices. The Track 'N Trail® stores feature Company brands such as Wolverine® , Merrell® , Hush Puppies® , CAT® and Harley-Davidson® . These stores also carry a selection of branded footwear from other manufacturers. 
+4. Apparel and Accessory Licensing . The Company's Apparel and Accessory Licensing Division licenses the Company's brands for use on non-footwear products including apparel, eyewear, watches, socks, handbags and plush toys. Current significant licensing programs include Hush Puppies® brand apparel, eyewear, watches and plush toys, and Wolverine® brand apparel, gloves and watches. 
+Marketing. 
+The Company's overall marketing strategy is to develop brand-specific plans and related promotional materials for the United States and international markets to foster a differentiated and consistent image for each of the Company's core footwear brands. Each footwear brand group has its own marketing personnel who develop the marketing strategy for products within that group. Marketing campaigns and strategies vary by brand and may target accounts and/or end users as they strive to increase overall brand awareness for the Company's branded products. The Company's advertisements typically emphasize fashion, comfort, quality, durability, functionality and other performance and lifestyle aspects of the Company's footwear. Components of the brand-specific plans vary and may
+6
+include print, radio and television advertising, in-store point of purchase displays, promotional materials, and sales and technical assistance. 
+The Company's footwear brand groups provide its international licensees and distributors with creative direction and materials to convey consistent messages and brand images. Examples of marketing assistance that may be provided by the Company to its licensees and distributors are (i) direction on the categories of footwear to be promoted, (ii) photography and layouts, (iii) broadcast advertising, including commercials and film footage, (iv) point of purchase presentation specifications, blueprints and packaging, (v) sales materials and (vi) consulting on retail store layout and design. The Company believes its footwear brand names provide a competitive advantage and the Company makes significant expenditures on marketing and promotion to support the position of its products and enhance brand awareness. 
+Domestic Sales and Distribution. 
+The Company uses a wide variety of distribution channels to distribute its branded footwear products. To meet the diverse needs of its broad customer base, the Company uses three primary distribution strategies. 
+• 
+Traditional wholesale distribution is used to service department stores, large footwear chains, specialty retailers, catalogs, independent retailers and uniform outlets. A dedicated sales force and customer service team, advertising and point of purchase support, and in-stock inventories are used to service these accounts. 
+• 
+Volume direct programs provide branded and private label footwear at competitive prices with limited marketing support. These programs service major retail, mail order, mass merchant and government customers. 
+• 
+A network of independent Shoemobile ® distribution outlets is used to distribute the Company's work and occupational footwear at industrial facilities. 
+• 
+The Company solicits all branches of the United States military and enters bids for contracts to supply specific footwear products. 
+In addition to its wholesale activities, the Company also operates domestic retail shoe stores as described above. The Company is developing various programs both independently and with its retail customers for the distribution of its products over the Internet and operates direct to customer sites at www.upfootgear.com, www.hytest.com, www.wolverinebootsandshoes.com, www.trackandtrail.com, www.hushpuppies.com and www.catfootwear.com. 
+A broad distribution base insulates the Company from dependence on any one customer . No customer of the Company accounted for more than 10% of the Company's revenue in fiscal 2002. 
+Footwear sales are seasonal with significant increases in sales experienced during the U.S. fall and spring seasons. Due to this seasonal nature of footwear sales, the Company experiences some fluctuation in its levels of working capital. The Company provides working capital for such fluctuations through internal financing and through a revolving credit agreement that the Company has in place. The Company expects the seasonal sales pattern to continue in future years. 
+7
+International Operations and Global Licensing. 
+The Company records revenue from foreign sources through a combination of sales of branded footwear products generated from the Company's owned operations in Canada, the United Kingdom, France, Germany, The Netherlands, Belgium and Luxemburg and from royalty income through a network of independent licensees and distributors. The Company's owned operations include Hush Puppies (UK) Ltd., Merrell Europe B.V., Merrell (Europe) Limited, Hush Puppies Canada Footwear, Ltd., and the Merrell Canada division. In addition, in January 2002, the Company established a new subsidiary to manage the CAT® footwear brand in the European market. This new subsidiary, Wolverine Europe Limited, purchased on-going operations and assets of the European CAT ® footwear business from Overland Group Limited of London, England. The markets served directly by Wolverine Europe Limited include Austria, France, Germany, The Netherlands, the United Kingdom and Switzerland, and it will continue to coordinate and oversee support for other European markets served by independently-owned distributors. The Company's owned operations are located in markets where the Company believes it can gain a strategic advantage. 
+The Company derives royalty income from sales of Company footwear bearing the Hush Puppies ®, Wolverine ®, Bates ®, HyTest ®, Merrell ® and other trademarks by independent distributors and licensees. The Company also derives royalty income from sales of footwear bearing the CAT ®, Coleman ® and Harley-Davidson ® trademarks through foreign distributors. License and distribution arrangements enable the Company to develop sales in international markets without the capital commitment required to maintain related foreign operations, employees, inventories or localized marketing programs. In fiscal 2002, the Company's wholly owned foreign operations, together with the Company's foreign licensees and distributors sold an estimated 17 million pairs of footwear, which is consistent with the level of international sales in fiscal 2001. 
+The Company continues to develop a global network of licensees and distributors to market its footwear brands. The Company assists in designing products that are appropriate to each foreign market but are consistent with the global brand position. Independent licensees and distributors purchase goods from either the Company or authorized third-party manufacturers pursuant to distribution agreements or manufacture branded products consistent with Company standards pursuant to license agreements. Distributors and licensees are responsible for independently marketing and distributing Company branded products in their respective territories, with product and market support provided by the Company. 
+Manufacturing and Sourcing. 
+The Company controls the sourcing and manufacture of approximately 75% of the pairs of footwear marketed under the Company's brand names globally. The balance is controlled directly by the Company's licensees. Of the pairs controlled by the Company, approximately 85% are purchased or sourced from third parties, with the remainder produced at Company-owned facilities. Footwear produced by the Company is manufactured at Company-owned facilities in several domestic and certain affiliated foreign facilities located in Michigan, Arkansas, the Dominican Republic and Mexico. For some of the Company-produced footwear, a "twin plant" concept is utilized whereby a majority of the labor intensive cutting and fitting construction of the "upper" portion of shoes and boots is performed at the Company's facilities in the Dominican Republic, Arkansas and Mexico and the technology intensive construction, or "bottoming," is performed at the Company's Michigan facilities. 
+8
+The Company's factories each have the flexibility to produce a variety of footwear, and depart from the industry's historical practice of dedicating a given facility to production of specific footwear products. This flexibility allows the Company to quickly respond to changes in market preference and demand. The Company primarily produces slippers, work and military footwear in its domestic and Caribbean facilities, allowing the Company to respond to both market and customer-specific demand. 
+The Company sources a majority of its footwear from a variety of foreign manufacturing facilities in the Asia-Pacific region, Central and South America, India and Europe. The Company maintains technical offices in the Asia-Pacific region to facilitate the sourcing and importation of quality footwear. The Company has established guidelines for each of its third-party manufacturers in order to monitor product quality, labor practices and financial viability. In addition, the Company has adopted "Engagement Criteria for Partners & Sources" to require that its domestic and foreign manufacturers, licensees and distributors use ethical business standards, comply with all applicable health and safety laws and regulations, are committed to environmentally safe practices, treat employees fairly with respect to wages, benefits and working conditions, and do not use child or prison labor. 
+The Company's domestic manufacturing operations allow the Company to (i) reduce its production lead time, enabling it to quickly respond to market demand and reduce inventory risk, (ii) lower freight and shipping costs, and (iii) closely monitor product quality. The Company's foreign manufacturing strategy allows the Company to (i) benefit from lower manufacturing costs and state-of-the-art manufacturing facilities, (ii) source the highest quality raw materials from around the world, and (iii) avoid additional capital expenditures necessary for owned factories and equipment. The Company believes that its overall global manufacturing strategy gives the Company maximum flexibility to properly balance the need for timely shipments, high quality products and competitive pricing. 
+The Company owns and operates a pigskin tannery through its Wolverine Leathers Division, which is one of the premier tanners of quality leather for the footwear industry. The Company and its licensees receive virtually all of their pigskin requirements from the tannery. The Company believes the tannery provides a strategic advantage for the Company by producing leather using proprietary technology at prices below those available from other sources. 
+The Company's principal required raw material is quality leather, which it purchases from a select group of domestic and offshore suppliers, including the Company's tannery. The global availability of common upper materials and specialty leathers eliminates any reliance by the Company upon a sole supplier. The Company currently purchases the vast majority of the raw pigskins used in a significant portion of its tannery operations from one domestic source. This source has been a reliable and consistent supplier for over 30 years. Alternative sources of pigskin are available; however the price, processing and/or product characteristics are less advantageous to the Company. The Company purchases all of its other raw materials and component parts from a variety of sources, none of which is believed by the Company to be a dominant supplier. 
+The Company is subject to the normal risks of doing business abroad due to its international operations, including the risk of expropriation, acts of war or terrorism, political disturbances and similar events, the imposition of trade barriers, quotas and tariffs, loss of most favored nation trading status and currency and exchange rate fluctuations. With respect to international sourcing activities, management believes that over a period of time, it could arrange adequate alternative sources of supply for the products currently obtained from its foreign suppliers. A sustained disruption of such sources of supply could have an adverse impact on the Company's operations and financial condition. 
+9
+Trademarks, Licenses and Patents. 
+The Company holds a significant portfolio of registered and common law trademarks that identify its branded footwear products. The owned trademarks that are most widely used by the Company include Hush Puppies ®, Wolverine ®, Bates ®, Wolverine Fusion ™, DuraShocks ®, Wolverine Compressor™, Hidden Tracks ®, Bounce ®, Comfort Curve ®, HyTest ®, Merrell ®, Track 'N Trail ® and FootRests ®. The Company has obtained license rights to manufacture, market and distribute footwear throughout most countries of the world under the CAT ® and Harley-Davidson ® trademarks; the right to manufacture, market and distribute footwear in the United States and other countries under the Stanley ® trademark; the right to manufacture, market and distribute slippers in the United States and certain other countries under the Karen Neuburger® trademark; and the right to manufacture, market and distribute footwear in Europe, Asia and the Middle East under the Coleman ® trademark -- all pursuant to license arrangements with the respective trademark owners. All of the Company's licenses are long term and extend for three or more years with conditional renewal options, with the exception of the Karen Neuburger ® license which expires in 2004. Pigskin leather produced by the Company's Wolverine Leathers Division is sold under the trademarks Wolverine Leathers ®, Weather Tight ® and All Season Weather Leathers ™. 
+The Company believes that its products are identified by consumers by its trademarks and that its trademarks are valuable assets. The Company is not aware of any infringing uses or any prior claims of ownership of its trademarks that could materially affect its current business. It is the policy of the Company to pursue registration of its primary marks whenever possible and to vigorously defend its trademarks against infringement or other threats to the greatest extent practicable under the laws of the United States and other countries. The Company also holds many design and utility patents, copyrights and various other proprietary rights. The Company protects all of its proprietary rights to the greatest extent practicable under applicable laws. 
+Order Backlog. 
+At March 22, 2003, the Company had a backlog of footwear orders of approximately $266 million compared with a backlog of approximately $233 million at March 23, 2002. Approximately 60 percent of the backlog is related to orders for products expected to be shipped in the third and fourth quarters of 2003 and the first quarter of 2004 and can be affected by the timing of customer requests for shipment of the ordered products. While orders in backlog are subject to cancellation by customers, the Company has not experienced significant cancellation of orders in the past and the Company expects that substantially all of the orders will be shipped in fiscal 2003. The backlog at a particular time is affected by a number of factors, including seasonality, retail conditions, product availability and the schedule for the manufacture and shipment of products. Accordingly, a comparison of backlog from period to period is not necessarily meaningful and may not be indicative of eventual actual shipments. 
+10
+Competition. 
+The Company's footwear lines are manufactured and marketed in a highly competitive environment. The Company competes with numerous domestic and foreign marketers, manufacturers and importers of footwear, some of which are larger and have greater resources than the Company. The Company's major competitors for its brands of footwear are located in the United States and Europe. The Company has at least ten major competitors in connection with the sale of its work shoes and boots, at least ten major competitors in connection with the sale of its sport boots, and at least thirty major competitors in connection with the sale of its casual, work and outdoor shoes. Product performance and quality, including technological improvements, product identity, competitive pricing, and the ability to adapt to style changes are all important elements of competition in the footwear markets served by the Company. The footwear industry in general is subject to changes in consumer preferences. The Company strives to maintain its competitive position through promotion of brand awareness, manufacturing efficiencies, its tannery operations, and the style, comfort and value of its products. Future sales by the Company will be affected by its continued ability to sell its products at competitive prices and to meet shifts in consumer preferences. 
+Because of the lack of reliable published statistics, the Company is unable to state with certainty its position in the footwear industry. Market shares in the non-athletic footwear industry are highly fragmented and no one company has a dominant market position. 
+Research and Development. 
+In addition to normal and recurring product development, design and styling activities, the Company engages in research and development related to new and improved materials for use in its branded footwear and other products and in the development and adaptation of new production techniques. The Company's continuing relationship with the Biomechanics Evaluation Laboratory at Michigan State University, for example, has led to specific biomechanical design concepts, such as Bounce ®, DuraShocks ® and Hidden Tracks ® comfort technologies, that have been incorporated in the Company's footwear. While the Company continues to be a leading developer of footwear innovations, research and development costs do not represent a material portion of operating expenses. 
+Environmental Matters. 
+Compliance with federal, state and local provisions which have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment have not had, nor are they expected to have, any material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries. The Company uses and generates certain substances and wastes that are regulated or may be deemed hazardous under certain federal, state and local regulations with respect to the environment. The Company from time to time works with federal, state and local agencies to resolve cleanup issues at various waste sites and other regulatory issues. 
+Employees. 
+As of December 28, 2002, the Company had approximately 4,426 domestic and foreign production, office and sales employees. Approximately 767 employees were covered by five union
+11
+contracts expiring at various dates through March 31, 2004. The Company has experienced no work stoppages since 1990. The Company presently considers its employee relations to be good. 
+Available Information. 
+Information about the Company is available at its website, http://www.wolverineworldwide.com . The Company makes available on or through its website, free of charge, the Company's annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports (along with certain other Company filings with the Securities and Exchange Commission) as soon as reasonably practicable after electronically filing such material with, or furnishing it to, the Securities and Exchange Commission. These filings are also accessible on the SEC's website at www.sec.gov.

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+Item 13. Certain Relationships and Related Transactions . 
+The information regarding certain loans following the caption "Executive Compensation," under the subheading "Stock Options," and the information contained under the caption "Related Matters" under the subheading "Certain Relationships and Related Transactions" contained in the definitive Proxy Statement of the Company dated March 17, 2003, are incorporated herein by reference. 
+26

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+Certain Relationships and Related
+Transactions 
+During 2002, Wolverine engaged J. Walter
+Thompson, an international advertising firm, to perform public
+relations and marketing services. Wolverine paid $154,081 in
+fees and expenses to J. Walter Thompson. Ms. Joan
+Parker, a director of Wolverine, was a Senior Partner with
+J. Walter Thompson until April 2002. Wolverine does not
+anticipate engaging J. Walter Thompson to provide services
+in 2003.
+Wolverine has entered into an agreement with
+Grimoldi, S.A., an Argentinean corporation of which
+Mr. Alberto Grimoldi, a director of Wolverine, is a
+significant shareholder, granting to Grimoldi, S.A. the
+exclusive rights to distribute and sell footwear products in
+Argentina under the Hush Puppies ®,
+Caterpillar ® and Merrell ® brand names.
+Under this agreement, Grimoldi, S.A., or its subsidiary, pays
+Wolverine royalties and certain sublicense fees based on sales
+or purchases of footwear products in Argentina.
+Under the agreement described above, Grimoldi,
+S.A. was obligated to pay to Wolverine royalties, sublicense
+fees and service fees in 2002 totaling $341,494.
+In the ordinary course of business, Wolverine and
+its subsidiaries sell footwear for resale, samples, components
+of footwear products (such as leather and shoe soles),
+advertising materials and miscellaneous items to licensees,
+distributors and customers. In 2002, purchases of such items by
+Grimoldi, S.A. totaled $95,202 (including any applicable
+sublicense fees for products containing licensed proprietary
+technology).
+All of the transactions described above occurred
+pursuant to continuing contractual arrangements between
+Wolverine and Grimoldi, S.A. Wolverine expects similar
+transactions to occur between Grimoldi, S.A. and Wolverine and
+its subsidiaries during 2003.
+During 2002, Wolverine and Grimoldi, S.A. agreed
+to payment terms with respect to certain trade accounts owed by
+Grimoldi, S.A. to Wolverine. Grimoldi, S.A. executed a
+three-year note payable to Wolverine in the face amount of
+$635,761 which bears interest at 10 percent per annum. As
+of March 3, 2003, the aggregate principal balance of the
+note was $605,202.
+Compensation Committee Interlocks and Insider
+Participation 
+For 2002, Wolverine’s Compensation Committee
+consisted of Donald V. Fites, Phillip D. Matthews,
+David P. Mehney and Paul D. Schrage. While
+Mr. Matthews was not at any time an employee of Wolverine
+or its subsidiaries, he served as Chairman of the Board of
+Wolverine from 1993 until 1996. Effective following the
+February 2003 meeting of the Board of Directors,
+Mr. Matthews resigned from the Compensation Committee and
+was appointed to the Audit Committee.

raw/filings/0000110471/2003/0000905729-04-000147/filing_metadata.csv

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+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+0000110471,WWW,WOLVERINE WORLD WIDE INC /DE/,10-K,2004-03-17,2004-01-03,2004-03-17T20:33:20.000Z,0000905729-04-000147,wwwform10k_031704.htm,WOLVERINE WORLD WIDE FORM 10-K YE 010304,1141830,0,0,https://www.sec.gov/Archives/edgar/data/110471/000090572904000147/wwwform10k_031704.htm,https://www.sec.gov/Archives/edgar/data/110471/000090572904000147/,2003,2003,1

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+Item 1. Business . 
+General. 
+Wolverine World Wide, Inc. (the "Company") is a leading designer, manufacturer and marketer of a broad line of quality casual shoes, rugged outdoor and work footwear, and constructed slippers and moccasins. The Company, a Delaware corporation, is the successor of a Michigan corporation of the same name, originally organized in 1906, which in turn was the successor of a footwear business established in Grand Rapids, Michigan in 1883. 
+Consumers around the world purchased more than 41 million pairs of Company branded footwear during fiscal 2003, making the Company a global leader among footwear companies in the marketing of branded casual, work and outdoor footwear. The Company's products generally feature contemporary styling with proprietary technologies designed to provide maximum comfort and performance. The products are marketed throughout the world under widely recognized brand names, including Bates ®, CAT ®, Harley-Davidson ®, Hush Puppies ®, HyTest ®, Merrell ®, Sebago ®, Stanley ® and Wolverine ®. The Company believes that its primary competitive strengths are its well-recognized brand names, broad range of comfortable footwear, patented and proprietary designs and comfort technologies, numerous distribution channels and diversified manufacturing and sourcing base. 
+The Company's footwear is sold under a variety of brand names designed to appeal to most consumers of casual, work and outdoor footwear at numerous price points. The Company's footwear products are organized under five operating units: (i) the Wolverine Footwear Group, focusing on the Bates®, Harley-Davidson®, HyTest®, Stanley® and Wolverine® product lines of work, outdoor and lifestyle boots and shoes, (ii) the Outdoor Group, focusing on the Sebago ® and Merrell ® product lines of performance and lifestyle footwear, (iii) Caterpillar Footwear, focusing on the CAT® product lines of work and lifestyle footwear, (iv) The Hush Puppies Company, focusing on the Hush Puppies ® brand of comfortable casual and dress footwear and slippers, and (v) Other Branded Footwear, focusing on the design and manufacture of private label footwear. The Company also licenses its brands for use on non-footwear products including apparel, eyewear, watches, socks, gloves, handbags and plush toys. 
+The Company's Global Operations Group is responsible for manufacturing, sourcing, distribution and customer support for the various Company brands. The Company's footwear is distributed domestically through 64 Company-owned retail stores and to numerous accounts including department stores, footwear chains, catalogs, specialty retailers, mass merchants and Internet retailers. Many of the retailers to whom Wolverine distributes operate multiple storefront locations. The Company's products are distributed worldwide in over 140 markets through licensees and distributors. 
+The Company, through its Wolverine Leathers Division, operates a tannery which is one of the premier tanners of quality pigskin leather for the shoe and leather goods industries. Pigskin leather tanned by the Company is used in a significant portion of the footwear marketed by the Company, and is also sold to Company licensees and other domestic and foreign manufacturers of shoes. In addition, Wolverine Procurement, Inc., a Company-owned subsidiary, performs skinning operations and purchases raw pigskins which it then cures and sells to outside customers for processing into pigskin leather products. 
+For financial information regarding the Company, see the consolidated financial statements of the Company that are attached as Appendix A to this Form 10-K. The Company has one reportable segment, 
+3
+Branded Footwear. The Branded Footwear segment is engaged in manufacturing, sourcing, marketing and distributing branded footwear, including casual shoes, slippers, moccasins, dress shoes, boots, uniform shoes, work shoes and performance outdoor footwear. The Company's Other Business units consist of its retail stores, apparel and accessory licensing, tannery and pigskin procurement operations. Financial information regarding the Company's business segments and financial information about geographic areas is found in Note 9 to the consolidated financial statements of the Company that are attached as Appendix A to this Form 10-K. 
+Branded Footwear. 
+The Company sources and markets a broad range of footwear styles including shoes, boots, slippers, moccasins and sandals under many recognizable brand names including Bates ®, CAT ®, Harley-Davidson ®, Hush Puppies ®, HyTest ®, Merrell ®, Sebago ®, Stanley ® and Wolverine ®. The Company combines quality materials and skilled workmanship from around the world to produce footwear according to its specifications at both Company-owned and independent manufacturing facilities. The Company also licenses its brands for use on non-footwear products including apparel, eyewear, watches, socks, handbags and plush toys. Current significant licensing programs include Hush Puppies ® apparel, eyewear, watches and plush toys, and Wolverine ® brand apparel, gloves, watches and eyewear. 
+The Company's five branded footwear operating units are described below. 
+1. Wolverine Footwear Group . The Wolverine Footwear Group encompasses footwear primarily under the Wolverine ®, Bates ®, HyTest ®, Harley-Davidson ®, and Stanley ® brands and markets footwear designed with performance and comfort features to serve a variety of work, outdoor and lifestyle functions. 
+Wolverine ® Work and Industrial Footwear . The Wolverine ® brand has built its reputation by offering high quality work boots and shoes that incorporate innovative technologies to deliver comfort and durability. The Wolverine ® brand, which has been in existence for 120 years, markets work and outdoor footwear in three categories: (i) work and industrial; (ii) outdoor sport; and (iii) rugged casual. The development of DuraShocks ® technology has allowed the Wolverine ® brand to introduce a broad line of work footwear with a focus on comfort. The Wolverine Fusion® , DuraShocks SR™ and Wolverine Compressor™ technologies continue the Company's tradition of comfortable work and industrial footwear. The Wolverine® work product line features work boots and shoes, including steel toe boots and shoes, targeting male and female industrial and farm workers. The Wolverine ® rugged casual and outdoor sport product lines also incorporate DuraShocks ® technology and other comfort features into products designed for casual and outdoor sport use. The rugged casual line targets active lifestyles and includes walking shoes, rugged casuals and outdoor sandals. The outdoor sport line is designed to meet the demands of hunters, fishermen and other active outdoor sportsmen and women. Warmth, waterproofing and comfort are achieved through the use of Gore-Tex ® and Thinsulate ® brand fabrics, the Company's performance leathers and patented DuraShocks ® technologies. In addition, the Wolverine ® brand is licensed for use on apparel, eyewear, watches and gloves. 
+Bates ® Uniform Footwear . The Bates Uniform Footwear Division is an industry leader in supplying footwear to military and civilian uniform users. The Bates Uniform Footwear Division utilizes DuraShocks ®, DuraShocks SR ™, CoolTech ® and other proprietary comfort technologies in the design of its military-style boots and 
+4
+oxfords including the Bates ®, Enforcer Series ® and Special Ops ™ footwear lines. The Bates Uniform Footwear Division contracts with the U.S. Department of Defense and the militaries of several foreign countries to supply military footwear. Civilian uniform uses include police, security, postal, restaurant and other industrial occupations. Bates Uniform Footwear Division's products are also distributed through specialty retailers and catalogs. 
+HyTest ®. The HyTest ® product line consists primarily of high-quality work boots and shoes designed to protect male and female industrial workers from foot injuries. HyTest ® footwear incorporates various specialty safety features into its product lines, including steel toe, composite toe, electrical hazard, static dissipating and conductive footwear to protect against hazards of the workplace. In addition, HyTest ® brand footwear incorporates features such as FootRests ® comfort technology to provide comfort together with safety for working men and women. HyTest ® footwear is distributed primarily through a network of independently-owned Shoemobile ® mobile truck retail outlets providing direct sales of the Company's occupational and work footwear brands to workers at industrial facilities and also through direct sales arrangements with large industrial customers. 
+Harley-Davidson ® Footwear . Pursuant to a license arrangement with the Harley-Davidson Motor Company, the Company has the exclusive right to manufacture, market, distribute and sell Harley-Davidson ® brand footwear throughout the world. Harley-Davidson ® brand footwear products include motorcycle, casual, fashion, work, military and western footwear for men, women and children. Harley-Davidson ® footwear is sold globally through a network of independent Harley-Davidson ® dealerships as well as through department stores and specialty retailers. 
+Stanley ® Footgear . Pursuant to a license arrangement with The Stanley Works, the Company has exclusive rights to manufacture, market, distribute and sell footwear under the Stanley® brand. The Stanley® Footgear line is designed primarily for and marketed in the value-priced work footwear market. Stanley® Footgear is currently sold in Payless ShoeSource, Inc. stores throughout the United States. 
+2. The Outdoor Group . The Outdoor Group, which includes Merrell ® and Sebago ® footwear, was established as a separate operating unit of the Company in November 2003, following the Company's acquisition of Sebago, Inc. The Merrell ® product line consists primarily of technical hiking, rugged outdoor and outdoor-inspired casual footwear designed for backpacking, day hiking and everyday use. The Merrell ® product line also includes the "After-Sport" category, incorporating Merrell ® footwear's technical hiking and outdoor expertise with Wolverine Performance Leathers™ and other technical materials to create footwear with unique styling, performance and comfort features. Merrell ® products are sold primarily through outdoor specialty retailers, department stores and catalogs. Merrell ® footwear is marketed in over 120 countries worldwide. 
+The Sebago ® product line consists primarily of performance nautical and American-inspired casual footwear. Sebago ® brand classic American footwear for men and women such as handsewn loafers and boat shoes have been manufactured and distributed since 1946. Highly recognized Sebago ® line extensions include Docksides , Drysides and Campsides. The Sebago ® product line is distributed in over 85 countries worldwide. The Sebago ® manufacturing and design tradition of quality componentry, durability, comfort and "Americana" heritage is further supported by targeted distribution to better-grade independent, marine and department store retailers throughout the world. 
+5
+3. Caterpillar Footwear . Caterpillar Footwear was established as a separate operating unit of the Company in October 2002. Pursuant to a license arrangement with Caterpillar Inc., the Company has exclusive worldwide rights to manufacture, market and distribute footwear under the Caterpillar ®, CAT & Design ®, Walking Machines ® and other trademarks. The Company believes the association with CAT ® equipment enhances the reputation of its boots for quality, ruggedness and durability. CAT ® brand footwear products include work boots and shoes, sport boots, rugged casuals and lifestyle footwear. In addition, the Company also manufactures and markets CAT ® and Marine Power ® footwear, designed for industrial and recreational marine uses. CAT ® footwear products target work and industrial users and active lifestyle users. CAT® footwear is marketed in over 120 countries worldwide. 
+4. The Hush Puppies Company . Over its 46-year heritage, the Hush Puppies ® brand has been a pioneer of comfortable casual footwear. The diverse product line includes numerous styles for both dress and casual wear and utilizes comfort features, such as the Comfort Curve ® sole, Float Fx ®, patented Bounce ® technology and lightweight Zero-g ™ constructions. Hush Puppies ® shoes and slippers are marketed to men, women and children in over 100 countries through department stores, catalogs, and independent retailers. In addition, the Hush Puppies ® brand is licensed for use on apparel, eyewear, watches and plush toys. 
+5. Other Branded Footwear . The Company designs and manufactures constructed slippers, aftersport footwear, moccasins and children's footwear on a private label basis according to customer specifications. The styling of the Company's footwear reflects consumer demand for the "rugged indoor" look by using natural leathers such as moosehide, shearling and suede in constructed slipper and indoor and outdoor moccasin designs. In addition to its traditional line of private label products, the Company has developed a College Clogs™ program for the sale of licensed collegiate slipper products. 
+Other Businesses. 
+In addition to manufacturing, sourcing, marketing and distributing the Company's footwear products as reported in the Branded Footwear segment, the Company also (i) operates a Company-owned pigskin tannery through its Wolverine Leathers Division, (ii) purchases and cures raw pigskins for sale to various customers through its wholly-owned subsidiary Wolverine Procurement, Inc., and (iii) operates 64 domestic retail footwear stores. 
+1. The Wolverine Leathers Division . The Wolverine Leathers Division produces pigskin leathers primarily for use in the footwear industry. Wolverine Leathers® brand products are primarily manufactured in the Company's pigskin tannery located in Rockford, Michigan. The Company believes these leathers offer superior performance and advantages over cowhide leathers. The Company's waterproof and stain resistant leathers are featured in many of the Company's domestic footwear lines and many products offered by the Company's international licensees and distributors. Wolverine performance leathers are also featured in certain outside brands of athletic and outdoor footwear. 
+2. Wolverine Procurement, Inc . Wolverine Procurement, Inc. performs skinning operations and purchases raw pigskins from third parties, which it cures and sells to the Wolverine Leathers Division and to outside customers for processing into pigskin leather products. 
+6
+3. Wolverine Retail . The Company operates 64 domestic retail shoe stores as of February 2004, consisting of 60 factory outlet stores under the Hush Puppies and Family SM name, and four specialty stores under the Track 'N Trail® name. The Company expects to open at least six new Track 'N Trail® stores in 2004. With the exception of the possible expansion of the Track 'N Trail® concept, the Company expects the scope of its retail operations to remain relatively consistent in the foreseeable future. Most of the Company's 60 factory outlet stores carry a large selection of first quality Company branded footwear at discounted retail prices. The Track 'N Trail® stores feature Company brands such as Wolverine® , Merrell® , Hush Puppies® , CAT® , Sebago® and Harley-Davidson® . These stores also carry a selection of branded footwear from other manufacturers. The Company also operates the direct-to-customer retail websites described below. 
+Marketing. 
+The Company's overall marketing strategy is to develop brand-specific plans and related promotional materials for the United States and international markets to foster a differentiated and consistent image for each of the Company's core footwear brands. Each footwear brand group has its own marketing personnel who develop the marketing strategy for products within that group. Marketing campaigns and strategies vary by brand and may target accounts and/or end users as they strive to increase overall brand awareness for the Company's branded products. The Company's advertisements typically emphasize fashion, comfort, quality, durability, functionality and other performance and lifestyle aspects of the Company's footwear. Components of the brand-specific plans vary and may include print, radio and television advertising, in-store point of purchase displays, promotional materials, and sales and technical assistance. 
+The Company's footwear brand groups provide its international licensees and distributors with creative direction and materials to convey consistent messages and brand images. Examples of marketing assistance that may be provided by the Company to its licensees and distributors are (i) direction on the categories of footwear to be promoted, (ii) photography and layouts, (iii) broadcast advertising, including commercials and film footage, (iv) point of purchase presentation specifications, blueprints and packaging, (v) sales materials and (vi) consulting on retail store layout and design. The Company believes its footwear brand names provide a competitive advantage and the Company makes significant expenditures on marketing and promotion to support the position of its products and enhance brand awareness. 
+Domestic Sales and Distribution. 
+The Company uses a wide variety of distribution channels to distribute its branded footwear products. To meet the diverse needs of its broad customer base, the Company uses the following distribution strategies. 
+• 
+Traditional wholesale distribution is used to service department stores, large footwear chains, specialty retailers, catalogs, independent retailers and uniform outlets. A dedicated sales force and customer service team, advertising and point of purchase support, and in-stock inventories are used to service these accounts. 
+• 
+Volume direct programs provide branded and private label footwear at competitive prices with limited marketing support. These programs service major retail, mail order, mass merchant and government customers. 
+7
+• 
+A network of independent Shoemobile ® distribution outlets is used to distribute the Company's work and occupational footwear at industrial facilities. 
+• 
+The Company solicits all branches of the United States military and enters bids for contracts to supply specific footwear products. 
+In addition to its wholesale activities, the Company also operates domestic retail shoe stores as described above. The Company is developing various programs, both independently and with its retail customers, for the distribution of its products over the Internet and operates direct-to-customer sites at www.upfootgear.com, www.hytest.com, www.wolverinebootsandshoes.com, www.wolverine.com, www.trackandtrail.com, www.hushpuppies.com and www.catfootwear.com. 
+A broad distribution base insulates the Company from dependence on any one customer. No customer of the Company accounted for more than 10% of the Company's revenue in fiscal 2003. 
+Footwear sales are seasonal with significant increases in sales experienced during the U.S. fall and spring seasons. Due to this seasonal nature of footwear sales, the Company experiences some fluctuation in its levels of working capital. The Company provides working capital for such fluctuations through internal financing and through a revolving credit agreement that the Company has in place. The Company expects the seasonal sales pattern to continue in future years. 
+International Operations and Global Licensing. 
+The Company records revenue from foreign sources through a combination of sales of branded footwear products generated from the Company's owned operations in Canada, the United Kingdom, Austria, France, Germany, the Netherlands, Belgium, Luxemburg, Spain and Switzerland and from royalty income through a network of independent licensees and distributors. The Company's owned operations include Hush Puppies (UK) Ltd., Merrell Europe B.V., Merrell (Europe) Limited, Hush Puppies Canada Footwear, Ltd., and the Merrell Canada division. In addition, in January 2002, the Company established a new subsidiary to manage the CAT ® footwear brand in the European market. This new subsidiary, Wolverine Europe Limited, purchased ongoing operations and assets of the European CAT® footwear business from Overland Group Limited of London, England. Wolverine Europe Limited will continue to coordinate and oversee support for other European markets served by independently-owned distributors. The Company's owned operations are located in markets where the Company believes it can gain a strategic advantage. 
+The Company derives royalty income from sales of Company footwear bearing the Hush Puppies ®, Wolverine ®, Bates ®, HyTest ®, Merrell ® and other trademarks by independent distributors and licensees. The Company also derives royalty income from sales of footwear bearing the CAT ®, and Harley-Davidson ® trademarks through foreign distributors. License and distribution arrangements enable the Company to develop sales in international markets without the capital commitment required to maintain related foreign operations, employees, inventories or localized marketing programs. In fiscal 2003, the Company's wholly-owned foreign operations, together with the Company's foreign licensees and distributors, sold an estimated 19.6 million pairs of footwear. 
+The Company continues to develop a global network of licensees and distributors to market its footwear brands. The Company assists in designing products that are appropriate to each foreign market but are consistent with the global brand position. Independent licensees and distributors purchase goods from either the Company or authorized third-party manufacturers pursuant to distribution agreements or manufacture branded products consistent with Company standards pursuant to license agreements. 
+8
+Distributors and licensees are responsible for independently marketing and distributing Company branded products in their respective territories, with product and market support provided by the Company. 
+Manufacturing and Sourcing. 
+The Company controls the sourcing and manufacture of approximately 73% of the pairs of footwear marketed under the Company's brand names globally. The balance is controlled directly by the Company's licensees. Of the pairs controlled by the Company, approximately 88% are purchased or sourced from third parties, with the remainder produced at Company-owned facilities. Footwear produced by the Company is manufactured at Company-owned facilities in several domestic and certain affiliated foreign facilities located in Michigan, Arkansas, and the Dominican Republic. For some of the Company-produced footwear, a "twin plant" concept is utilized whereby a majority of the labor intensive cutting and fitting construction of the "upper" portion of shoes and boots is performed at the Company's facilities in the Dominican Republic and Arkansas, and the technology intensive construction, or "bottoming," is performed at the Company's Michigan facilities. 
+The Company's factories each have the flexibility to produce a variety of footwear, which departs from the industry's historical practice of dedicating a given facility to production of specific footwear products. This flexibility allows the Company to quickly respond to changes in market preference and demand. The Company currently produces slippers, military footwear and work, casual and dress casual footwear in its domestic and/or Dominican Republic facilities. 
+The Company sources a majority of its footwear from a variety of foreign manufacturing facilities in the Asia-Pacific region, Central and South America, India and Europe. The Company maintains technical offices in the Asia-Pacific region to facilitate the sourcing and importation of quality footwear. The Company has established guidelines for each of its third-party manufacturers in order to monitor product quality, labor practices and financial viability. In addition, the Company has adopted "Engagement Criteria for Partners & Sources" to require that its domestic and foreign manufacturers, licensees and distributors use ethical business standards, comply with all applicable health and safety laws and regulations, are committed to environmentally safe practices, treat employees fairly with respect to wages, benefits and working conditions, and do not use child or prison labor. 
+The Company's domestic manufacturing operations allow the Company to (i) reduce its production lead time, enabling it to quickly respond to market demand and reduce inventory risk, (ii) lower freight and shipping costs, and (iii) closely monitor product quality. The Company's foreign manufacturing strategy allows the Company to (i) benefit from lower manufacturing costs and state-of-the-art manufacturing facilities, (ii) source the highest quality raw materials from around the world, and (iii) avoid additional capital expenditures necessary for owned factories and equipment. The Company believes that its overall global manufacturing strategy gives the Company maximum flexibility to properly balance the need for timely shipments, high quality products and competitive pricing. 
+The Company owns and operates a pigskin tannery through its Wolverine Leathers Division, which is one of the premier tanners of quality leather for the footwear industry. The Company and its licensees receive virtually all of their pigskin requirements from the tannery. The Company believes the tannery provides a strategic advantage for the Company by producing pigskin leather using proprietary technology at prices below those available from other sources. 
+The Company's principal required raw material is quality leather, which it purchases from a select group of domestic and offshore suppliers, including the Company's tannery. The global availability of common upper materials and specialty leathers eliminates any reliance by the Company 
+9
+upon a sole supplier. The Company currently purchases the vast majority of the raw pigskins used in a significant portion of its tannery operations from one domestic source. This source has been a reliable and consistent supplier for over 30 years. Alternative sources of pigskin are available; however the price, processing and/or product characteristics are less advantageous to the Company. The Company purchases all of its other raw materials and component parts from a variety of sources, none of which is believed by the Company to be a dominant supplier. 
+The Company is subject to the normal risks of doing business abroad due to its international operations, including the risk of expropriation, acts of war or terrorism, political disturbances and similar events, the imposition of trade barriers, quotas and tariffs, loss of most favored nation trading status and currency and exchange rate fluctuations. With respect to international sourcing activities, management believes that over a period of time, it could arrange adequate alternative sources of supply for the products currently obtained from its foreign suppliers. A sustained disruption of such sources of supply could have an adverse impact on the Company's operations and financial condition. 
+Trademarks, Licenses and Patents. 
+The Company holds a significant portfolio of registered and common law trademarks that identify its branded footwear products. The owned trademarks that are most widely used by the Company include Hush Puppies ®, Wolverine ®, Bates ®, Wolverine Fusion ®, DuraShocks ®, Wolverine Compressor™, Hidden Tracks ®, Bounce ®, Comfort Curve ®, HyTest ®, Merrell ®, Sebago ®, and Track 'N Trail ®. The Company has obtained license rights to manufacture, market and distribute footwear throughout the world under the CAT ® and Harley-Davidson ® trademarks, and the right to manufacture, market and distribute footwear in the United States and other countries under the Stanley ® trademark, all pursuant to license arrangements with the respective trademark owners. The CAT ®, Harley-Davidson ®, and Stanley® licenses are long-term and extend for five or more years with conditional renewal options and are subject to early termination for breach. Pigskin leather produced by the Company's Wolverine Leathers Division is sold under the trademarks Wolverine Leathers ®, Weather Tight ® and All Season Weather Leathers ™. 
+The Company believes that its products are identified by consumers by its trademarks and that its trademarks are valuable assets. The Company is not aware of any infringing uses or any prior claims of ownership of its trademarks that could materially affect its current business. It is the policy of the Company to pursue registration of its primary marks whenever possible and to vigorously defend its trademarks against infringement or other threats to the greatest extent practicable under the laws of the United States and other countries. The Company also holds many design and utility patents, copyrights and various other proprietary rights. The Company protects all of its proprietary rights to the greatest extent practicable under applicable laws. 
+Order Backlog. 
+At March 13, 2004, the Company had a backlog of footwear orders of approximately $274 million compared with a backlog of approximately $233 million at March 8, 2003. Substantially all of the backlog relates to orders for products expected to be shipped in 2004. While orders in backlog are subject to cancellation by customers, the Company has not experienced significant cancellation of orders in the past. The backlog at a particular time is affected by a number of factors, including seasonality, retail conditions, product availability and the schedule for the manufacture and shipment of products. Accordingly, a comparison of backlog from period to period is not necessarily meaningful and may not be indicative of eventual actual shipments. 
+10
+Competition. 
+The Company's footwear lines are manufactured and marketed in a highly competitive environment. The Company competes with numerous domestic and foreign marketers, manufacturers and importers of footwear, some of which are larger and have greater resources than the Company. The Company's major competitors for its brands of footwear are located in the United States and Europe. The Company has at least ten major competitors in connection with the sale of its work shoes and boots, at least ten major competitors in connection with the sale of its sport boots, and at least thirty major competitors in connection with the sale of its casual, work and outdoor shoes. Product performance and quality, including technological improvements, product identity, competitive pricing, and the ability to adapt to style changes are all important elements of competition in the footwear markets served by the Company. The footwear industry in general is subject to changes in consumer preferences. The Company strives to maintain its competitive position through promotion of brand awareness, manufacturing efficiencies, its tannery operations, and the style, comfort and value of its products. Future sales by the Company will be affected by its continued ability to sell its products at competitive prices and to meet shifts in consumer preferences. 
+Because of the lack of reliable published statistics, the Company is unable to state with certainty its position in the footwear industry. Market shares in the non-athletic footwear industry are highly fragmented and no one company has a dominant market position. 
+Research and Development. 
+In addition to normal and recurring product development, design and styling activities, the Company engages in research and development related to the development of new production techniques and to improving the function, performance, reliability and quality of its branded footwear and other products. The Company's continuing relationship with the Biomechanics Evaluation Laboratory at Michigan State University, for example, has led to specific biomechanical design concepts, such as Bounce ®, DuraShocks ® and Hidden Tracks ® comfort technologies, that have been incorporated in the Company's footwear. While the Company continues to be a leading developer of footwear innovations, research and development costs do not represent a material portion of operating expenses. 
+Environmental Matters. 
+Compliance with federal, state and local provisions which have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment have not had, nor are they expected to have, any material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries. The Company uses and generates certain substances and wastes that are regulated or may be deemed hazardous under certain federal, state and local regulations with respect to the environment. The Company from time to time works with federal, state and local agencies to resolve cleanup issues at various waste sites and other regulatory issues. 
+Employees. 
+As of January 3, 2004, the Company had approximately 4,784 domestic and foreign production, office and sales employees. Approximately 634 employees were covered by four union contracts expiring at various dates through May 1, 2006. The Company presently considers its employee relations to be good. 
+11
+Available Information. 
+Information about the Company, including the Company's Code of Conduct & Compliance, Corporate Governance Guidelines, Accounting and Finance Code of Ethics, Audit Committee Charter, Compensation Committee Charter, Executive Committee Charter and Governance Committee Charter, is available at its website, http://www.wolverineworldwide.com . Printed copies of the documents listed above are available by writing to the Company at 9341 Courtland Drive, N.E., Rockford, MI 49351, Attention: Director of Investor Relations. 
+The Company also makes available on or through its website, free of charge, the Company's annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports (along with certain other Company filings with the Securities and Exchange Commission ("SEC")) as soon as reasonably practicable after electronically filing such material with, or furnishing it to, the SEC. These filings are also accessible on the SEC's website at www.sec.gov.

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+Item 13. Certain Relationships and Related Transactions . 
+The information regarding certain loans under the caption "Executive Compensation," under the subheading "Stock Options," and the information contained under the caption "Related Matters" under the subheading "Certain Relationships and Related Transactions" contained in the definitive Proxy Statement of the Company dated March 12, 2004, are incorporated herein by reference.

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+Item 9A. Controls and Procedures . 
+An evaluation was performed under the supervision and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of 
+28
+the design and operation of the Company's disclosure controls and procedures. Based on and as of the time of such evaluation, the Company's management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this report in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic filings with the SEC. There was no change in the Company's internal control over financial reporting that occurred during the seventeen-week period ended January 3, 2004 that has materially affected, or that is reasonably likely to materially affect, the Company's internal control over financial reporting. 
+PART III

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+Certain Relationships and Related
+Transactions 
+Wolverine has entered into agreements with
+Grimoldi, S.A., an Argentinean corporation of which
+Mr. Alberto Grimoldi, a director of Wolverine, is chairman
+and a significant shareholder, granting to Grimoldi, S.A. the
+exclusive rights to distribute and sell footwear products in
+Argentina under the Hush Puppies® ,
+Caterpillar® and Merrell® brand names.
+Under these agreements, Grimoldi, S.A. or its subsidiary pays
+Wolverine royalties and certain sublicense fees based on sales
+or purchases of footwear products in Argentina.
+43
+Table of Contents 
+Under the agreements described above, Grimoldi,
+S.A. was obligated to pay to Wolverine royalties, sublicense
+fees and service fees relating to 2004 totaling $1,013,368.
+In the ordinary course of business, Wolverine and
+its subsidiaries sell footwear for resale, samples, components
+of footwear products (such as leather and shoe soles),
+advertising materials and miscellaneous items to licensees,
+distributors and customers. In 2004, purchases of such items by
+Grimoldi, S.A. totaled $136,019 (including any applicable
+sublicense fees for products containing licensed proprietary
+technology).
+All of the transactions described above occurred
+pursuant to continuing contractual arrangements between
+Wolverine and Grimoldi, S.A. Wolverine expects similar
+transactions to occur between Grimoldi, S.A. and Wolverine and
+its subsidiaries during 2005.
+During 2002, Wolverine and Grimoldi, S.A. agreed
+to payment terms with respect to certain trade accounts owed by
+Grimoldi, S.A. to Wolverine. Grimoldi, S.A. executed a
+three-year note payable to Wolverine in the face amount of
+$635,761 which bears interest at 10 percent per annum. As
+of January 1, 2005, the aggregate principal balance of the
+note was $233,339. The highest principal balance of the note
+between January 4, 2004 and January 1, 2005 was
+$461,231.
+In the ordinary course of its business, Wolverine
+purchases promotional merchandise for use in connection with the
+sale of its products. In 2004, Wolverine purchased promotional
+merchandise from Bullseye Group, LLC totaling $373,459. One
+third of Bullseye Group, LLC is owned by Daniel Mehney, the son
+of David P. Mehney, a director of Wolverine. Wolverine
+anticipates continuing to purchase promotional materials from
+Bullseye Group, LLC in 2005.

raw/filings/0000110471/2004/0000905729-05-000124/filing_metadata.csv

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+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+0000110471,WWW,WOLVERINE WORLD WIDE INC /DE/,10-K,2005-03-17,2005-01-01,2005-03-17T14:02:36.000Z,0000905729-05-000124,www10k_031605.htm,"WOLVERINE WORLD WIDE, INC. FORM 10-K 03-17-05",1658004,0,0,https://www.sec.gov/Archives/edgar/data/110471/000090572905000124/www10k_031605.htm,https://www.sec.gov/Archives/edgar/data/110471/000090572905000124/,2004,2004,1

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+Item 1. Business . 
+General. 
+Wolverine World Wide, Inc. (the "Company") is a leading designer, manufacturer and marketer of a broad line of quality casual shoes, rugged outdoor and work footwear, and constructed slippers and moccasins. The Company, a Delaware corporation, is the successor of a Michigan corporation of the same name, originally organized in 1906, which in turn was the successor of a footwear business established in Grand Rapids, Michigan in 1883. 
+Consumers around the world purchased more than 42.7 million pairs of Company branded footwear during fiscal 2004, making the Company a global leader among footwear companies in the marketing of branded casual, work and outdoor footwear. The Company's products generally feature contemporary styling with proprietary technologies designed to provide maximum comfort and performance. The products are marketed throughout the world under widely recognized brand names, including Bates ® , CAT ® , Harley-Davidson ® , Hush Puppies ® , HyTest ® , Merrell ® , Sebago ® , Stanley ® and Wolverine ® . The Company believes that its primary competitive strengths are its well-recognized brand names, broad range of comfortable footwear, patented and proprietary designs and comfort technologies, numerous distribution channels and diversified manufacturing and sourcing base. 
+The Company's footwear is sold under a variety of brand names designed to appeal to most consumers of casual, work and outdoor footwear at numerous price points. The Company's footwear products are currently organized under five operating units: (i) the Wolverine Footwear Group, focusing on the Bates ® , HyTest ® , Stanley ® and Wolverine ® product lines of work, outdoor, uniform and lifestyle boots and shoes, (ii) the Outdoor Group, focusing on the Sebago ® and Merrell ® product lines of performance and lifestyle footwear, (iii) the Heritage Brands Group, focusing on the CAT ® product lines of work and lifestyle footwear and the Harley-Davidson ® lines of lifestyle and performance footwear, (iv) The Hush Puppies Company, focusing on the Hush Puppies ® brand of comfortable casual and dress footwear and slippers, and (v) Other Branded Footwear, focusing on the design and manufacture of private label footwear. The Company also licenses its brands for use on non-footwear products including apparel, eyewear, watches, socks, gloves, handbags and plush toys. 
+The Company's Global Operations Group is responsible for manufacturing, sourcing, distribution and customer support for the various Company brands. The Company's footwear is distributed domestically through 70 Company-owned retail stores and to numerous accounts including department stores, footwear chains, catalogs, specialty retailers, mass merchants and Internet retailers. Many of the retailers to whom Wolverine distributes operate multiple storefront locations. The Company's products are distributed worldwide in over 140 markets through licensees and distributors. 
+The Company, through its Wolverine Leathers Division, operates a tannery which is one of the premier tanners of quality pigskin leather for the shoe and leather goods industries. Pigskin leather tanned by the Company is used in a significant portion of the footwear marketed by the Company, and is also sold to Company licensees and other domestic and foreign manufacturers of footwear. In addition, Wolverine Procurement, Inc., a Company-owned subsidiary, performs skinning operations and purchases 
+3
+raw pigskins which it then cures and sells to outside customers for processing into pigskin leather products. 
+For financial information regarding the Company, see the consolidated financial statements of the Company and the notes thereto, which are attached as Appendix A to this Form 10-K. The Company has one reportable segment, Branded Footwear and Licensing. The Branded Footwear and Licensing segment is engaged in manufacturing, sourcing, licensing, marketing and distributing branded footwear, including casual shoes, slippers, moccasins, dress shoes, boots, uniform shoes, work shoes and performance outdoor footwear. The Company's Other Business units consist of its retail stores, tannery and pigskin procurement operations. Financial information regarding the Company's business segments and financial information about geographic areas is found in Note 9 to the consolidated financial statements of the Company that are attached as Appendix A to this Form 10-K. 
+Branded Footwear and Licensing. 
+The Company sources and markets a broad range of footwear styles including shoes, boots, slippers, moccasins and sandals under many recognizable brand names including Bates ® , CAT ® , Harley-Davidson ® , Hush Puppies ® , HyTest ® , Merrell ® , Sebago ® , Stanley ® and Wolverine ® . The Company combines quality materials and skilled workmanship from around the world to produce footwear according to its specifications at both Company-owned and independent manufacturing facilities. The Company also licenses its brands for use on non-footwear products including apparel, eyewear, watches, socks, handbags and plush toys. Current significant licensing programs include Hush Puppies ® apparel, eyewear, watches and plush toys, and Wolverine ® brand apparel, gloves and eyewear. 
+The Company's five branded footwear and licensing operating units are described below. 
+1. Wolverine Footwear Group . The Wolverine Footwear Group encompasses footwear primarily under the Wolverine ® , Bates ® , HyTest ® and Stanley ® brands and markets footwear designed with performance and comfort features to serve a variety of work, outdoor and lifestyle functions. 
+Wolverine ® Work and Industrial Footwear . The Wolverine ® brand has built its reputation by offering high quality work boots and shoes that incorporate innovative technologies to deliver comfort and durability. The Wolverine ® brand, which has been in existence for 122 years, markets work and outdoor footwear in three categories: (i) work and industrial; (ii) outdoor sport; and (iii) rugged casual. The development of DuraShocks ® technology and, in 2004, Wolverine MultiShox ™ technology, has allowed the Wolverine ® brand to introduce a broad line of work footwear with a focus on comfort. The Wolverine Fusion ® , DuraShocks SR™ and Wolverine Compressor™ technologies represent the Company's tradition of comfortable work and industrial footwear, a tradition that is continued and enhanced with the development of the Wolverine MultiShox™ Individual Comfort System. The Wolverine ® work product line features work boots and shoes, including steel toe boots and shoes, targeting male and female industrial and farm workers. The Wolverine ® rugged casual and outdoor sport product lines incorporate DuraShocks ® technology and other comfort features into products designed for casual and outdoor sport use. The rugged casual line targets active lifestyles and includes walking shoes, rugged casuals and outdoor sandals. The outdoor sport line is designed to meet the demands of hunters, fishermen and other active outdoor sportsmen and women. Warmth, waterproofing and comfort are achieved through the use of Gore-Tex ® and Thinsulate ® brand fabrics, the Company's performance leathers 
+4
+and patented DuraShocks ® technologies. In addition, the Wolverine ® brand is licensed for use on apparel, eyewear, watches and gloves. 
+Bates ® Uniform Footwear . The Bates Uniform Footwear Division is an industry leader in supplying footwear to military and civilian uniform users. The Bates Uniform Footwear Division utilizes DuraShocks ® , DuraShocks SR ™, CoolTech ® and other proprietary comfort technologies in the design of its military-style boots and oxfords including the Bates ®, Enforcer Series ® and Special Ops ™ footwear lines. The Bates Uniform Footwear Division contracts with the U.S. Department of Defense and the militaries of several foreign countries to supply military footwear. Civilian uniform uses include police, security, postal, restaurant and other industrial occupations. Bates Uniform Footwear Division's products are also distributed through specialty retailers and catalogs. 
+HyTest ® Safety Footwear . The HyTest ® product line consists primarily of high-quality work boots and shoes designed to protect male and female industrial workers from foot injuries. HyTest ® footwear incorporates various specialty safety features into its product lines, including steel toe, composite toe, metatarsal guards, electrical hazard, static dissipating and conductive footwear to protect against hazards of the workplace. In addition, HyTest ® brand footwear incorporates features such as FootRests ® comfort technology to provide comfort together with safety for working men and women. HyTest ® footwear is distributed primarily through a network of independently-owned Shoemobile ® mobile truck retail outlets providing direct sales of the Company's occupational and work footwear brands to workers at industrial facilities and also through direct sales arrangements with large industrial customers. 
+Stanley ® Footgear . Pursuant to a license arrangement with The Stanley Works, the Company has exclusive rights to manufacture, market, distribute and sell footwear under the Stanley ® brand. The Stanley ® Footgear line is designed primarily for and marketed in the value-priced work footwear market. Stanley ® Footgear is currently sold in Payless ShoeSource, Inc. stores throughout the United States. 
+2. The Outdoor Group . The Outdoor Group consists of Merrell ® and Sebago ® footwear and includes performance outdoor, hiking and nautical footwear as well as casual and after-sport footwear. 
+Merrell ® Footwear. The Merrell ® product line consists primarily of technical hiking, rugged outdoor and outdoor-inspired casual footwear designed for backpacking, day hiking and everyday use. The Merrell ® product line also includes the "After-Sport" category, incorporating Merrell ® footwear's technical hiking and outdoor expertise with Wolverine Performance Leathers™ and other technical materials to create footwear with unique styling, performance and comfort features. In spring of 2005, the Outdoor Group launched its tightly-focused Merrell ® Continuum™ product offering, featuring four product categories that are organized by end use (Hiking, Active Speed, Multi-Sport, and Aqua Sport). In addition to footwear, the Outdoor Group markets a line of Merrell ® packs, bags and luggage. Merrell ® products are sold primarily through outdoor specialty retailers, department stores and catalogs. Merrell ® footwear is marketed in over 120 countries worldwide. 
+Sebago ® Footwear. The Sebago ® product line consists primarily of performance nautical and American-inspired casual footwear for men and women such as 
+5
+handsewn loafers and boat shoes that have been manufactured and distributed since 1946. Highly recognized Sebago ® line extensions include Docksides , Drysides and Campsides. The Sebago ® product line is distributed in over 85 countries worldwide. The Sebago ® manufacturing and design tradition of quality componentry, durability, comfort and "Americana" heritage is further supported by targeted distribution to better-grade independent, marine and department store retailers throughout the world. 
+3. The Heritage Brands Group . The Heritage Brands Group was formed in 2004 and consists of Caterpillar ® Footwear and Harley-Davidson ® Footwear . Previously Caterpillar ® Footwear was operated as a separate operating unit and Harley-Davidson ® Footwear was part of the Wolverine Footwear Group. 
+Caterpillar ® Footwear. Pursuant to a license arrangement with Caterpillar Inc., the Company has exclusive worldwide rights to manufacture, market and distribute footwear under the Caterpillar ® , CAT & Design ® , Walking Machines ® and other trademarks. The Company believes the association with CAT ® equipment enhances the reputation of its footwear for quality, ruggedness and durability. CAT ® brand footwear products include work boots and shoes, sport boots, rugged casuals and lifestyle footwear, including lines of work and casual footwear featuring CAT ® iTechnology ™ and Hidden Tracks ® comfort features. In addition, the Company also manufactures and markets CAT ® Marine Power ® footwear, designed for industrial and recreational marine uses. CAT ® footwear products target work and industrial users and active lifestyle users. CAT ® footwear is marketed in over 130 countries worldwide. 
+Harley-Davidson ® Footwear . Pursuant to a license arrangement with the Harley-Davidson Motor Company, the Company has the exclusive right to manufacture, market, distribute and sell Harley-Davidson ® brand footwear throughout the world. Harley-Davidson ® brand footwear products include motorcycle, casual, fashion, work and western footwear for men, women and children. Harley-Davidson ® footwear is sold globally through a network of independent Harley-Davidson ® dealerships as well as through department stores and specialty retailers. 
+4. The Hush Puppies Company . Since 1958, the Hush Puppies ® brand has been a leader in the casual footwear market. The brand offers shoes and boots for men, women and children, and is sold in over 110 countries. The modern styling is complemented by a variety of comfort features and proprietary technologies that have earned the brand its reputation for comfort. In addition, the Hush Puppies ® brand is licensed for use on apparel, eyewear, handbags and plush toys. 
+5. Other Branded Footwear . The Company designs and manufactures constructed slippers, aftersport footwear, moccasins and children's footwear on a private label basis according to customer specifications. The styling of the Company's footwear reflects consumer demand for the "rugged indoor" look by using natural leathers such as moosehide, shearling and suede in constructed slipper and indoor and outdoor moccasin designs. In addition to its traditional line of private label products, the Company has developed a College Clogs™ program for the sale of licensed collegiate slipper products. 
+6
+Other Businesses. 
+In addition to manufacturing, sourcing, marketing and distributing the Company's footwear products as reported in the Branded Footwear and Licensing segment, the Company also (i) operates a Company-owned pigskin tannery through its Wolverine Leathers Division, (ii) purchases and cures raw pigskins for sale to various customers through its wholly-owned subsidiary Wolverine Procurement, Inc., and (iii) operates 70 domestic retail footwear stores. 
+1. The Wolverine Leathers Division . The Wolverine Leathers Division produces pigskin leathers primarily for use in the footwear industry. Wolverine Leathers ® brand products are primarily manufactured in the Company's pigskin tannery located in Rockford, Michigan. The Company believes these leathers offer superior performance and advantages over cowhide leathers. The Company's waterproof and stain resistant leathers are featured in many of the Company's domestic footwear lines and many products offered by the Company's international licensees and distributors. Wolverine performance leathers are also featured in certain outside brands of athletic and outdoor footwear. 
+2. Wolverine Procurement, Inc . Wolverine Procurement, Inc. performs skinning operations and purchases raw pigskins from third parties, which it cures and sells to the Wolverine Leathers Division and to outside customers for processing into pigskin leather products. 
+3. Wolverine Retail . The Company operates 70 domestic retail shoe stores as of February 2005. These stores are under the Hush Puppies and Family SM and Track'n Trail ® names. The Company expects to open new stores under both formats in 2005. Both retail formats carry a large selection of Company branded footwear featuring such brands as Wolverine ® , Merrell ® , Hush Puppies ® , CAT ® , Sebago ® and Harley-Davidson ® . The Company also operates direct-to-customer retail websites, including www.upfootgear.com , www.trackandtrail.com , www.catfootwear.com and www.hushpuppies.com . 
+Marketing. 
+The Company's overall marketing strategy is to develop brand-specific plans and related promotional materials for the United States and international markets to foster a differentiated and consistent image for each of the Company's core footwear brands. Each footwear brand group has its own marketing personnel who develop the marketing strategy for products within that group. Marketing campaigns and strategies vary by brand and may target accounts and/or end users as they strive to increase overall brand awareness for the Company's branded products. The Company's advertisements typically emphasize fashion, comfort, quality, durability, functionality and other performance and lifestyle aspects of the Company's footwear. Components of the brand-specific plans vary and may include print, radio and television advertising, event sponsorships, in-store point of purchase displays, promotional materials, and sales and technical assistance. 
+The Company's footwear brand groups provide its international licensees and distributors with creative direction and materials to convey consistent messages and brand images. Examples of marketing assistance that may be provided by the Company to its licensees and distributors are (i) direction on the categories of footwear to be promoted, (ii) photography and layouts, (iii) broadcast advertising, including commercials and film footage, (iv) point of purchase presentation specifications, blueprints and packaging, (v) sales materials and (vi) consulting on retail store layout and design. The Company believes its footwear brand names provide a competitive advantage and the Company makes significant 
+7
+expenditures on marketing and promotion to support the position of its products and enhance brand awareness. 
+Domestic Sales and Distribution. 
+The Company uses a wide variety of distribution channels to distribute its branded footwear products. To meet the diverse needs of its broad customer base, the Company uses the following distribution strategies. 
+• 
+Traditional wholesale distribution is used to service department stores, large footwear chains, specialty retailers, catalogs, independent retailers and uniform outlets. A dedicated sales force and customer service team, advertising and point of purchase support, and in-stock inventories are used to service these accounts. 
+• 
+Volume direct programs provide branded and private label footwear at competitive prices with limited marketing support. These programs service major retail, mail order, mass merchant and government customers. 
+• 
+A network of independent Shoemobile ® distribution outlets is used to distribute the Company's work and occupational footwear at industrial facilities. 
+• 
+The Company solicits all branches of the United States military and enters bids for contracts to supply specific footwear products. 
+In addition to its wholesale activities, the Company also operates a domestic retail operation as described above. The Company continues to develop various programs, both independently and with its retail customers, for the distribution of its products. 
+A broad distribution base insulates the Company from dependence on any one customer. No customer of the Company accounted for more than 10% of the Company's revenue in fiscal 2004. 
+The Company experiences moderate fluctuations in sales volume during the year as reflected in quarterly revenue (and taking into consideration the 16 weeks or 17 weeks included in the fourth accounting period versus the 12 weeks included in the first three accounting periods). The Company also experiences some fluctuation in its levels of working capital, typically including an increase in working capital requirements near the end of the third quarter. The Company provides working capital for such fluctuations through internal financing and through a revolving credit agreement that the Company has in place. The Company expects current seasonal sales patterns to continue in future years. 
+International Operations and Global Licensing. 
+The Company records revenue from foreign sources through a combination of sales of branded footwear products generated from the Company's owned operations in Canada, the United Kingdom, Austria, Finland, France, Germany, The Netherlands, Spain, Sweden and Switzerland and from royalty income through a network of independent licensees and distributors. The Company's owned operations include Hush Puppies (UK) Ltd., Merrell Europe B.V., Merrell (Europe) Limited, Wolverine Europe Limited and Wolverine World Wide Corporation, Inc. (formerly known as Hush Puppies Canada Footwear, Ltd.). In addition, in January 2005, the Company's Canadian subsidiary, Wolverine World Wide Corporation, Inc., purchased selected assets of the Canadian CAT and Wolverine footwear businesses from the Company's former independent distributor, Wolverine Canada, Inc.; and also 
+8
+acquired the assets of the Company's Merrell Canada division to centralize its Canadian operations. The Company also acquired selected assets of its Merrell distributors in Sweden and Finland and began direct distribution of Sebago ® brand products to retailers in the U.K. and Germany. The Company's owned operations are located in markets where the Company believes it can gain a strategic advantage. 
+The Company derives royalty income from sales of products (primarily Company footwear) bearing the Hush Puppies ® , Wolverine ® , Bates ® , HyTest ® , Merrell ®, Sebago ® and other trademarks by independent distributors and licensees. The Company also derives royalty income from sales of footwear bearing the CAT ® , and Harley-Davidson ® trademarks through foreign distributors. License and distribution arrangements enable the Company to develop sales in international markets without the capital commitment required to maintain related foreign operations, employees, inventories or localized marketing programs. 
+The Company continues to develop a global network of licensees and distributors to market its footwear brands. The Company assists in designing products that are appropriate to each foreign market but are consistent with the global brand position. Independent licensees and distributors purchase goods from either the Company or authorized third-party manufacturers pursuant to distribution agreements or manufacture branded products consistent with Company standards pursuant to license agreements. Distributors and licensees are responsible for independently marketing and distributing Company branded products in their respective territories, with product and market support provided by the Company. 
+Manufacturing and Sourcing. 
+The Company controls the sourcing and manufacture of approximately 76% of the pairs of footwear marketed under the Company's brand names globally. The balance is controlled directly by the Company's licensees. Of the pairs controlled by the Company, approximately 88% are purchased or sourced from third parties, with the remainder produced at Company-operated facilities. Footwear produced by the Company is manufactured at Company-operated facilities in several domestic and certain affiliated foreign facilities located in Michigan, Arkansas, and the Dominican Republic. For some of the Company-produced footwear, a "twin plant" concept is utilized whereby a majority of the labor intensive cutting and fitting construction of the "upper" portion of shoes and boots is performed at the Company's facilities in the Dominican Republic and Arkansas, and the technology intensive construction, or "bottoming," is performed primarily at the Company's Michigan facilities. 
+The Company's factories each have the flexibility to produce a variety of footwear, which departs from the industry's historical practice of dedicating a given facility to production of specific footwear products. This flexibility allows the Company to quickly respond to changes in market preference and demand. The Company currently produces slippers, military footwear and work, casual and dress casual footwear in its domestic and/or Dominican Republic facilities. 
+The Company sources a majority of its footwear from a variety of foreign manufacturing facilities in the Asia-Pacific region, Central and South America, India and Europe. The Company maintains technical offices in the Asia-Pacific region to facilitate the sourcing and importation of quality footwear. The Company has established guidelines for each of its third-party manufacturers in order to monitor product quality, labor practices and financial viability. In addition, the Company has adopted "Engagement Criteria for Partners & Sources" to require that its domestic and foreign manufacturers, licensees and distributors use ethical business standards, comply with all applicable health and safety laws and regulations, are committed to environmentally safe practices, treat employees fairly with respect to wages, benefits and working conditions, and do not use child or prison labor. 
+9
+The Company's domestic manufacturing operations allow the Company to (i) reduce its production lead time, enabling it to quickly respond to market demand and reduce inventory risk, (ii) lower freight and shipping costs, and (iii) closely monitor product quality. The Company's foreign manufacturing strategy allows the Company to (i) benefit from lower manufacturing costs and state-of-the-art manufacturing facilities, (ii) source the highest quality raw materials from around the world, and (iii) avoid additional capital expenditures necessary for owned factories and equipment. The Company believes that its overall global manufacturing strategy gives the Company maximum flexibility to properly balance the need for timely shipments, high quality products and competitive pricing. 
+The Company owns and operates a pigskin tannery through its Wolverine Leathers Division, which is one of the premier tanners of quality leather for the footwear industry. The Company and its licensees receive virtually all of their pigskin requirements from the tannery. The Company believes the tannery provides a strategic advantage for the Company by producing pigskin leather using proprietary technology at prices below those available from other sources. 
+The Company's principal required raw material is quality leather, which it purchases from a select group of domestic and offshore suppliers, including the Company's tannery. The global availability of common upper materials and specialty leathers eliminates any reliance by the Company upon a sole supplier. The Company currently purchases the vast majority of the raw pigskins used in a significant portion of its tannery operations from one domestic source. This source has been a reliable and consistent supplier for over 30 years. Alternative sources of pigskin are available; however the price, processing and/or product characteristics are less advantageous to the Company. The Company purchases all of its other raw materials and component parts from a variety of sources, none of which is believed by the Company to be a dominant supplier. 
+The Company is subject to the normal risks of doing business abroad due to its international operations, including the risk of expropriation, acts of war or terrorism, political disturbances and similar events, the imposition of trade barriers, quotas and tariffs, loss of most favored nation trading status and currency and exchange rate fluctuations. With respect to international sourcing activities, management believes that over a period of time, it could arrange adequate alternative sources of supply for the products currently obtained from its foreign suppliers. A sustained disruption of such sources of supply could have an adverse impact on the Company's operations and financial condition. 
+Trademarks, Licenses and Patents. 
+The Company holds a significant portfolio of registered and common law trademarks that identify its branded footwear products. The owned trademarks that are most widely used by the Company include Hush Puppies ® , Wolverine ® , Bates ® , Wolverine Fusion ® , DuraShocks ® , Wolverine MultiShox ™ , Wolverine Compressor™, Hidden Tracks ® , iTechnology ™ , Bounce ® , Comfort Curve ® , HyTest ® , Merrell ® , Continuum ™, Sebago ® , and Track'n Trail ® . The Company has obtained license rights to manufacture, market and distribute footwear throughout the world under the CAT ® and Harley-Davidson ® trademarks, and the right to manufacture, market and distribute footwear in the United States and other countries under the Stanley ® trademark, all pursuant to license arrangements with the respective trademark owners. The CAT ® , Harley-Davidson ® , and Stanley ® licenses are long-term and extend for five or more years with conditional renewal options and are subject to early termination for breach. Pigskin leather produced by the Company's Wolverine Leathers Division is sold under the trademarks Wolverine Leathers ® , Weather Tight ® and All Season Weather Leathers ™. 
+The Company believes that its products are identified by consumers by its trademarks and that its trademarks are valuable assets. The Company is not aware of any infringing uses or any prior claims of 
+10
+ownership of its trademarks that could materially affect its current business. It is the policy of the Company to pursue registration of its primary marks whenever possible and to vigorously defend its trademarks against infringement or other threats to the greatest extent practicable under the laws of the United States and other countries. The Company also holds many design and utility patents, copyrights and various other proprietary rights. The Company protects all of its proprietary rights to the greatest extent practicable under applicable laws. 
+Order Backlog. 
+At March 14, 2005, the Company had an order backlog of approximately $326 million compared with an order backlog of approximately $274 million at March 13, 2004. Substantially all of the backlog relates to demand for products expected to be shipped in 2005. Orders in backlog are subject to cancellation by customers and to changes in planned customer demand or at-once orders. The backlog at a particular time is affected by a number of factors, including seasonality, retail conditions, expected customer demand, product availability and the schedule for the manufacture and shipment of products. Accordingly, a comparison of backlog from period to period is not necessarily meaningful and may not be indicative of eventual actual shipments. 
+Competition. 
+The Company's footwear lines are manufactured and marketed in a highly competitive environment. The Company competes with numerous domestic and foreign marketers, manufacturers and importers of footwear, some of which are larger and have greater resources than the Company. The Company's major competitors for its brands of footwear are located in the United States and Europe. The Company has at least ten major competitors in connection with the sale of its work shoes and boots, at least ten major competitors in connection with the sale of its sport boots, and at least thirty major competitors in connection with the sale of its casual, work and outdoor shoes. Product performance and quality, including technological improvements, product identity, competitive pricing, and the ability to adapt to style changes are all important elements of competition in the footwear markets served by the Company. The footwear industry in general is subject to changes in consumer preferences. The Company strives to maintain its competitive position through promotion of brand awareness, manufacturing efficiencies, its tannery operations, and the style, comfort and value of its products. Future sales by the Company will be affected by its continued ability to sell its products at competitive prices and to meet shifts in consumer preferences. 
+Because of the lack of reliable published statistics, the Company is unable to state with certainty its position in the footwear industry. Market shares in the non-athletic footwear industry are highly fragmented and no one company has a dominant market position. 
+Research and Development. 
+In addition to normal and recurring product development, design and styling activities, the Company engages in research and development related to the development of new production techniques and to improving the function, performance, reliability and quality of its branded footwear and other products. The Company's continuing relationship with the Biomechanics Evaluation Laboratory at Michigan State University, for example, has led to specific biomechanical design concepts, such as Bounce ® , DuraShocks ® and Hidden Tracks ® comfort technologies, that have been incorporated in the Company's footwear. While the Company continues to be a leading developer of footwear innovations, research and development costs do not represent a material portion of operating expenses. 
+11
+Environmental Matters. 
+Compliance with federal, state and local provisions which have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment have not had, nor are they expected to have, any material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries. The Company uses and generates certain substances and wastes that are regulated or may be deemed hazardous under certain federal, state and local regulations with respect to the environment. The Company from time to time works with federal, state and local agencies to resolve cleanup issues at various waste sites and other regulatory issues. 
+Employees. 
+As of January 1, 2005, the Company had approximately 5,134 domestic and foreign production, office and sales employees. Approximately 640 employees were covered by three union contracts expiring at various dates through May 1, 2006. The Company presently considers its employee relations to be good. 
+Available Information. 
+Information about the Company, including the Company's Code of Conduct & Compliance, Corporate Governance Guidelines, Director Independence Standards, Accounting and Finance Code of Ethics, Audit Committee Charter, Compensation Committee Charter, Executive Committee Charter and Governance Committee Charter, is available at its website, http://www.wolverineworldwide.com. Printed copies of the documents listed above are available by writing to the Company at 9341 Courtland Drive, N.E., Rockford, MI 49351, Attention: Director of Investor Relations. 
+The Company also makes available on or through its website, free of charge, the Company's annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports (along with certain other Company filings with the Securities and Exchange Commission ("SEC")) as soon as reasonably practicable after electronically filing such material with, or furnishing it to, the SEC. These materials are also accessible on the SEC's website at www.sec.gov.

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+Item 13. Certain Relationships and Related Transactions . 
+The information contained under the caption "Related Matters" under the subheading "Certain Relationships and Related Transactions" contained in the definitive Proxy Statement of the Company dated March 14, 2005, are incorporated herein by reference.

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+Item 9A. Controls and Procedures . 
+Evaluation of Disclosure Controls and Procedures. 
+An evaluation was performed under the supervision and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on and as of the time of such evaluation, the Company's management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this report in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic filings with the SEC. 
+Management's Report on Internal Control Over Financial Reporting. 
+Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Securities Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 1, 2005, based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of January 1, 2005. 
+Management's assessment of the effectiveness of our internal control over financial reporting as of January 1, 2005 has been audited by Ernst & Young LLP, an independent registered public accounting 
+30
+firm, as stated in their attestation report which is included in Appendix A and is incorporated into this Item 9A by reference. 
+Changes in Internal Control Over Financial Reporting. 
+There was no change in the Company's internal control over financial reporting that occurred during the sixteen-week period ended January 1, 2005 that has materially affected, or that is reasonably likely to materially affect, the Company's internal control over financial reporting. 
+PART III

raw/filings/0000110471/2004/0000905729-05-000124/rpt_disclosure.txt

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+Certain Relationships and Related
+Transactions 
+Wolverine has entered into agreements with
+Grimoldi, S.A., an Argentinean corporation of which
+Mr. Alberto Grimoldi, a director of Wolverine, is chairman
+and a significant shareholder, granting to Grimoldi, S.A. the
+exclusive rights to distribute and sell footwear products in
+Argentina under the Hush
+Puppies ® ,
+Caterpillar ® 
+and
+Merrell ® 
+brand names. Under these agreements, Grimoldi, S.A. or its
+subsidiary pays Wolverine royalties and certain sublicense fees
+based on sales or purchases of footwear products in Argentina.
+Under the agreements described above, Grimoldi,
+S.A. was obligated to pay to Wolverine royalties, sublicense
+fees and service fees relating to 2005 totaling $1,439,938.
+In the ordinary course of business, Wolverine and
+its subsidiaries sell footwear for resale, samples, components
+of footwear products (such as leather and shoe soles),
+advertising materials and miscellaneous items to licensees,
+distributors and customers. In 2005, purchases of such items by
+Grimoldi, S.A. totaled $194,367 (including any applicable
+sublicense fees for products containing licensed proprietary
+technology).
+All of the transactions described above occurred
+pursuant to continuing contractual arrangements between
+Wolverine and Grimoldi, S.A. Wolverine expects similar
+transactions to occur between Grimoldi, S.A. and Wolverine and
+its subsidiaries during 2006.
+During 2002, Wolverine and Grimoldi, S.A. agreed
+to payment terms with respect to certain trade accounts owed by
+Grimoldi, S.A. to Wolverine. Grimoldi, S.A. executed a
+three-year note payable to Wolverine in the face amount of
+$635,761 which bears interest at 10 percent per annum. As
+of December 31, 2005, the aggregate principal balance of
+the note was $40,520. The note was paid in full in January 2006.
+The highest principal balance of the note between
+January 1, 2005 and December 31, 2005 was $233,339.
+In the ordinary course of its business, Wolverine
+purchases promotional merchandise for use in connection with the
+sale of its products. In 2005, Wolverine purchased promotional
+merchandise from Bullseye Group, LLC totaling $402,500. One
+third of Bullseye Group, LLC is owned by Daniel Mehney, the son
+of David P. Mehney, a director of Wolverine. Wolverine
+anticipates purchasing promotional materials from Bullseye
+Group, LLC in 2006.

raw/filings/0000110471/2005/0000905729-06-000156/filing_metadata.csv

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+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+0000110471,WWW,WOLVERINE WORLD WIDE INC /DE/,10-K,2006-03-15,2005-12-31,2006-03-15T19:41:53.000Z,0000905729-06-000156,www10k_031506.htm,WOLVERINE WORLD WIDE FORM 10-K (YE 12/31/05),1264810,0,0,https://www.sec.gov/Archives/edgar/data/110471/000090572906000156/www10k_031506.htm,https://www.sec.gov/Archives/edgar/data/110471/000090572906000156/,2005,2005,1

raw/filings/0000110471/2005/0000905729-06-000156/item1.txt

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+Item 1. Business . 
+General. 
+Wolverine World Wide, Inc. (the "Company") is a leading designer, manufacturer and marketer of a broad line of quality casual shoes, rugged outdoor and work footwear, and constructed slippers and moccasins. The Company, a Delaware corporation, is the successor of a Michigan corporation of the same name, originally organized in 1906, which in turn was the successor of a footwear business established in Grand Rapids, Michigan in 1883. 
+The Company sold approximately 44 million pairs of Company branded footwear during fiscal 2005, making the Company a global leader among footwear companies in the marketing of branded casual, work and outdoor footwear. The Company's products generally feature contemporary styling with proprietary technologies designed to provide maximum comfort and performance. The products are marketed throughout the world under widely recognized brand names, including Bates ® , CAT ® , Harley-Davidson ® , Hush Puppies ® , HyTest ® , Merrell ® , Sebago ®, Stanley ® and Wolverine ® and, beginning with the expected product launch in Spring 2007, Patagonia ® footwear. The Company believes that its primary competitive strengths are its well-recognized brand names, broad range of comfortable footwear, patented and proprietary designs and comfort technologies, numerous distribution channels and diversified manufacturing and sourcing base. 
+The Company's footwear is sold under a variety of brand names designed to appeal to most consumers of casual, work and outdoor footwear at numerous price points. For 2005, the Company's footwear products were organized under five operating units: (i) the Wolverine Footwear Group, focusing on the Bates ®, HyTest ®, Stanley ® and Wolverine ® product lines of work, outdoor, uniform and lifestyle boots and shoes, (ii) the Outdoor Group, currently focusing on the Sebago ® and Merrell ® product lines of performance and lifestyle footwear, and, beginning with anticipated product launches in fiscal 2007, Merrell ® brand apparel and Patagonia ® brand footwear (iii) the Heritage Brands Group, focusing on the CAT ® product lines of work and lifestyle footwear and the Harley-Davidson ® lines of lifestyle and performance footwear, (iv) The Hush Puppies Company, focusing on the Hush Puppies ® brand of comfortable casual and dress footwear and slippers, and (v) Other Branded Footwear, focusing on the design and manufacture of private label footwear. The Company also licenses its brands for use on non-footwear products including apparel, eyewear, watches, socks, gloves, handbags and plush toys. 
+The Company's Global Operations Group is responsible for manufacturing, sourcing, distribution and customer support for the various Company brands. The Company's footwear is distributed domestically through 76 Company-owned retail stores and to numerous accounts including department stores, footwear chains, catalogs, specialty retailers, mass merchants and Internet retailers. Many of the 
+3
+retailers to which Wolverine distributes operate multiple storefront locations. The Company's products are marketed worldwide in over 170 markets through licensees and distributors. 
+The Company, through its Wolverine Leathers Division, operates a tannery which is one of the premier tanners of quality pigskin leather for the shoe and leather goods industries. Pigskin leather tanned by the Company is used in a significant portion of the footwear marketed by the Company, and is also sold to Company licensees and other domestic and foreign manufacturers of footwear. In addition, Wolverine Procurement, Inc., a Company-owned subsidiary, performs skinning operations and purchases raw pigskins which it then cures and sells to outside customers for processing into pigskin leather products. 
+For financial information regarding the Company, see the consolidated financial statements of the Company and the notes thereto, which are attached as Appendix A to this Form 10-K. The Company has one reportable segment, Branded Footwear and Licensing. The Branded Footwear and Licensing segment is engaged in manufacturing, sourcing, licensing, marketing and distributing branded footwear, including casual shoes, slippers, moccasins, dress shoes, boots, uniform shoes, work shoes and performance outdoor footwear. The Company's Other Business units consist of its retail stores, tannery and pigskin procurement operations. Financial information regarding the Company's business segments and financial information about geographic areas is found in Note 9 to the consolidated financial statements of the Company that are attached as Appendix A to this Form 10-K. 
+Branded Footwear and Licensing. 
+The Company sources and markets a broad range of footwear styles including shoes, boots, slippers, moccasins and sandals under many recognizable brand names including Bates ® , CAT ® , Harley-Davidson ® , Hush Puppies ® , HyTest ® , Merrell ® , Sebago ® , Stanley ® and Wolverine ® and, with the expected product launch in Spring 2007, Patagonia ® footwear. The Company combines quality materials and skilled workmanship from around the world to produce footwear according to its specifications at both Company-owned and independent manufacturing facilities. The Company also licenses its brands for use on non-footwear products including apparel, eyewear, watches, socks, handbags and plush toys. Current significant licensing programs include Hush Puppies ® apparel, eyewear, watches and plush toys, and Wolverine ® brand apparel, gloves and eyewear. 
+The Company's five branded footwear and licensing operating units are described below. 
+1. The Outdoor Group . The Outdoor Group consists of Merrell ®, Sebago ®, and, with its expected launch in Spring 2007, Patagonia ® footwear and includes performance outdoor, hiking and nautical footwear as well as casual and after-sport footwear. 
+Merrell ® Footwear. The Merrell ® product line consists primarily of technical hiking, rugged outdoor and outdoor-inspired casual footwear designed for backpacking, day hiking and everyday use. The Merrell ® product line also includes the "After-Sport" category, incorporating Merrell ® footwear's technical hiking and outdoor expertise with Wolverine Performance Leathers™ and other technical materials to create footwear with unique styling, performance and comfort features. In spring of 2005, the Outdoor Group launched its tightly-focused Merrell ® Continuum ® product offering, featuring four product categories that are organized by end use (Hiking, Active Speed, Multi-Sport, and Aqua Sport). In addition to footwear, the Outdoor Group markets a line of Merrell ® packs, bags and luggage. The Outdoor Group also intends to launch a line of Merrell ® brand apparel in fiscal 2007. Merrell ® products are sold primarily through outdoor 
+4
+specialty retailers, department stores and catalogs. Merrell ® footwear is marketed in over 125 countries worldwide. 
+Sebago ® Footwear. The Sebago ® product line consists primarily of performance nautical and American-inspired casual footwear for men and women such as boat shoes and handsewn loafers that have been manufactured and distributed since 1946. Highly recognized Sebago ® line extensions include Sebago Docksides ® , Drysides™ , Campsides™ and Athletic Marine. The Sebago ® product line is distributed in over 80 countries worldwide. The Sebago ® manufacturing and design tradition of quality componentry, durability, comfort and "Americana" heritage is further supported by targeted distribution to better-grade independent, marine and department store retailers throughout the world. 
+Patagonia® Footwear. In 2005, the Company entered into a license agreement providing the Company with exclusive worldwide rights to manufacture, market, distribute and sell footwear under the Patagonia®, Water Girl® and other trademarks. The Outdoor Group anticipates the launch of its Patagonia® Footwear line for Spring 2007. 
+2. Wolverine Footwear Group . The Wolverine Footwear Group encompasses footwear primarily under the Wolverine ® , Bates ® , HyTest ® and Stanley ® brands and markets footwear designed with performance and comfort features to serve a variety of work, outdoor and lifestyle functions. 
+Wolverine ® Work and Industrial Footwear . The Wolverine ® brand has built its reputation by offering high quality work boots and shoes that incorporate innovative technologies to deliver comfort and durability. The Wolverine ® brand, which has been in existence for 123 years, markets work and outdoor footwear in three categories: (i) work and industrial; (ii) outdoor sport; and (iii) rugged casual. The development of DuraShocks ® technology and, in 2004, Wolverine MultiShox™ technology, has allowed the Wolverine ® brand to introduce a broad line of work footwear with a focus on comfort. The Wolverine Fusion ® , DuraShocks SR™ and Wolverine Compressor™ technologies represent the Company's tradition of comfortable work and industrial footwear, a tradition that is continued and enhanced with the development of the Wolverine MultiShox™ Individual Comfort System. The Wolverine ® work product line features work boots and shoes, including steel toe boots and shoes, targeting male and female industrial and farm workers. The Wolverine ® rugged casual and outdoor sport product lines incorporate DuraShocks ® technology and other comfort features into products designed for casual and outdoor sport use. The rugged casual line targets active lifestyles and includes trail shoes, rugged casuals and outdoor sandals. The outdoor sport line is designed to meet the demands of hunters, fishermen and other active outdoor sportsmen and women. Warmth, waterproofing and comfort are achieved through the use of Gore-Tex ® and Thinsulate ® brand fabrics, the Company's performance leathers and patented DuraShocks ® technologies. In addition, the Wolverine ® brand is licensed for use on apparel, eyewear, watches and gloves. 
+Bates ® Uniform Footwear . The Bates Uniform Footwear Division is an industry leader in supplying footwear to military and civilian uniform users. The Bates Uniform Footwear Division utilizes DuraShocks ® , DuraShocks SR ™ , CoolTech ® and other proprietary comfort technologies in the design of its military-style boots and 
+5
+oxfords including the Bates ®, Enforcer Series ® and Special Ops ™ footwear lines. The Bates Uniform Footwear Division contracts with the U.S. Department of Defense and the militaries of several foreign countries to supply military footwear. Civilian uniform uses include police, security, postal, restaurant and other industrial occupations. Bates Uniform Footwear Division's products are also distributed through specialty retailers and catalogs. 
+HyTest ® Safety Footwear . The HyTest ® product line consists primarily of high-quality work boots and shoes designed to protect male and female industrial workers from foot injuries. HyTest ® footwear incorporates various specialty safety features into its product lines, including steel toe, composite toe, metatarsal guards, electrical hazard, static dissipating and conductive footwear to protect against hazards of the workplace. In addition, HyTest ® brand footwear incorporates features such as FootRests ® comfort technology to provide comfort together with safety for working men and women. HyTest ® footwear is distributed primarily through a network of independently-owned Shoemobile ® mobile truck retail outlets providing direct sales of the Company's occupational and work footwear brands to workers at industrial facilities and also through direct sales arrangements with large industrial customers. 
+Stanley ® Footgear . Pursuant to a license arrangement with The Stanley Works, the Company has exclusive rights to manufacture, market, distribute and sell footwear under the Stanley ® brand. The Stanley ® Footgear line is designed primarily for and marketed in the value-priced work footwear market. Stanley ® Footgear is currently sold in Payless ShoeSource, Inc. stores throughout the United States. 
+3. The Heritage Brands Group . The Heritage Brands Group consists of Caterpillar ® Footwear and Harley-Davidson ® Footwear . 
+Caterpillar ® Footwear. Pursuant to a license arrangement with Caterpillar Inc., the Company has exclusive worldwide rights to manufacture, market and distribute footwear under the Caterpillar ® , CAT & Design ® , Walking Machines ® and other trademarks. The Company believes the association with CAT ® equipment enhances the reputation of its footwear for quality, ruggedness and durability. CAT ® brand footwear products include work boots and shoes, sport boots, rugged casuals and lifestyle footwear, including lines of work and casual footwear featuring CAT ® iTechnology™ and Hidden Tracks ® comfort features. In addition, the Company also manufactures and markets CAT ® Marine Power ® footwear, designed for industrial and recreational marine uses. CAT ® footwear products target work and industrial users and active lifestyle users. CAT ® footwear is marketed in over 150 countries worldwide. 
+Harley-Davidson ® Footwear . Pursuant to a license arrangement with the Harley-Davidson Motor Company, the Company has the exclusive right to manufacture, market, distribute and sell Harley-Davidson ® brand footwear throughout the world. Harley-Davidson ® brand footwear products include motorcycle, casual, fashion, work and western footwear for men, women and children. Harley-Davidson ® footwear is sold globally through a network of independent Harley-Davidson ® dealerships as well as through department stores and specialty retailers. 
+4. The Hush Puppies Company . Since 1958, the Hush Puppies ® brand has been a leader in the casual footwear market. The brand offers shoes and boots for men, women and children, and is sold in over 120 countries. The modern styling is complemented by a variety of 
+6
+comfort features and proprietary technologies that have earned the brand its reputation for comfort. In addition, the Hush Puppies ® brand is licensed for use on apparel, eyewear, handbags and plush toys. 
+5. Other Branded Footwear . The Company designs and manufactures constructed slippers, aftersport footwear, moccasins and children's footwear on a private label basis according to customer specifications. The styling of the Company's footwear reflects consumer demand for the "rugged indoor" look by using natural leathers such as moosehide, shearling and suede in constructed slipper and indoor and outdoor moccasin designs. In addition to its traditional line of private label products, the Company has developed a College Clogs™ program for the sale of licensed collegiate slipper products. 
+Other Businesses. 
+In addition to manufacturing, sourcing, marketing and distributing the Company's footwear products as reported in the Branded Footwear and Licensing segment, the Company also (i) operates a Company-owned pigskin tannery through its Wolverine Leathers Division, (ii) purchases and cures raw pigskins for sale to various customers through its wholly-owned subsidiary Wolverine Procurement, Inc., and (iii) operates 76 domestic retail footwear stores. 
+1. The Wolverine Leathers Division . The Wolverine Leathers Division produces pigskin leathers primarily for use in the footwear industry. Wolverine Leathers® brand products are primarily manufactured in the Company's pigskin tannery located in Rockford, Michigan. The Company believes these leathers offer superior performance and advantages over cowhide leathers. The Company's waterproof and stain resistant leathers are featured in many of the Company's domestic footwear lines and many products offered by the Company's international licensees and distributors. Wolverine performance leathers are also featured in certain outside brands of athletic and outdoor footwear. 
+2. Wolverine Procurement, Inc . Wolverine Procurement, Inc. performs skinning operations and purchases raw pigskins from third parties, which it cures and sells to the Wolverine Leathers Division and to outside customers for processing into pigskin leather products. 
+3. Wolverine Retail . The Company operates 76 domestic retail shoe stores as of February 2006. These stores are under the Hush Puppies ®, Hush Puppies and Family SM , Track'N Trail® and Rockford Footwear Depot SM names. The Company expects to open new stores under both the Hush Puppies ® and Track'N Trail® formats in 2006. Both retail formats carry a large selection of Company branded footwear featuring such brands as Wolverine® , Merrell® , Hush Puppies® , CAT® , Sebago® and Harley-Davidson® . The Company also operates direct-to-customer retail websites, including www.upfootgear.com , www.trackandtrail.com , www.catfootwear.com , www.hushpuppies.com and www.sebago.com . 
+Marketing. 
+The Company's overall marketing strategy is to develop brand-specific plans and related promotional materials for the United States and international markets to foster a differentiated and consistent image for each of the Company's core footwear brands. Each footwear brand group has its own marketing personnel who develop the marketing strategy for products within that group. Marketing campaigns and strategies vary by brand and may target accounts and/or end users as they strive to 
+7
+increase overall brand awareness for the Company's branded products. The Company's advertisements typically emphasize fashion, comfort, quality, durability, functionality and other performance and lifestyle aspects of the Company's footwear. Components of the brand-specific plans vary and may include print, radio and television advertising, event sponsorships, in-store point of purchase displays, promotional materials, and sales and technical assistance. 
+The Company's footwear brand groups provide its international licensees and distributors with creative direction and materials to convey consistent messages and brand images. Examples of marketing assistance that may be provided by the Company to its licensees and distributors are (i) direction on the categories of footwear to be promoted, (ii) photography and layouts, (iii) broadcast advertising, including commercials and film footage, (iv) point of purchase presentation specifications, blueprints and packaging, (v) sales materials and (vi) consulting on retail store layout and design. The Company believes its footwear brand names provide a competitive advantage and the Company makes significant expenditures on marketing and promotion to support the position of its products and enhance brand awareness. 
+Domestic Sales and Distribution. 
+The Company uses a wide variety of distribution channels to distribute its branded footwear products. To meet the diverse needs of its broad customer base, the Company uses the following distribution strategies. 
+• 
+Traditional wholesale distribution is used to service department stores, large footwear chains, specialty retailers, catalogs, independent retailers and uniform outlets. A dedicated sales force and customer service team, advertising and point of purchase support, and in-stock inventories are used to service these accounts. 
+• 
+Volume direct programs provide branded and private label footwear at competitive prices with limited marketing support. These programs service major retail, mail order, mass merchant and government customers. 
+• 
+A network of independent Shoemobile ® distribution outlets is used to distribute the Company's work and occupational footwear at industrial facilities. 
+• 
+The Company solicits all branches of the United States military and enters bids for contracts to supply specific footwear products. Such contracts typically contain future purchase options that are not required to be exercised. 
+In addition to its wholesale activities, the Company also operates a domestic retail operation as described above. The Company continues to develop various programs, both independently and with its retail customers, for the distribution of its products. 
+A broad distribution base insulates the Company from dependence on any one customer. No customer of the Company accounted for more than 10% of the Company's revenue in fiscal 2005. 
+The Company experiences moderate fluctuations in sales volume during the year as reflected in quarterly revenue (and taking into consideration the 16 weeks or 17 weeks included in the fourth accounting period versus the 12 weeks included in the first three accounting periods). The Company also experiences some fluctuation in its levels of working capital, typically including an increase in working capital requirements near the end of the third quarter. The Company provides working capital for such 
+8
+fluctuations through internal financing and through a revolving credit agreement that the Company has in place. The Company expects current seasonal sales patterns to continue in future years. 
+International Operations and Global Licensing. 
+The Company records revenue from foreign sources through a combination of sales of branded footwear products generated from the Company's owned operations in Canada, the United Kingdom, Austria, Finland, France, Germany, The Netherlands, Spain, Sweden and Switzerland and from royalty income through a network of independent licensees and distributors. The Company's owned operations include Hush Puppies (UK) Ltd., Merrell Europe B.V., Merrell (Europe) Limited, Wolverine Europe Limited and Wolverine World Wide Corporation, Inc. (formerly known as Hush Puppies Canada Footwear, Ltd.). In addition, in January 2005, the Company's Canadian subsidiary, Wolverine World Wide Corporation, Inc., purchased selected assets of the Canadian CAT and Wolverine footwear businesses from the Company's former independent distributor, Wolverine Canada, Inc.; and also acquired the assets of the Company's Merrell Canada division to centralize its Canadian operations. The Company also acquired selected assets of its Merrell distributors in Sweden and Finland and began direct distribution of Sebago ® brand products to retailers in the U.K. and Germany. The Company's owned operations are located in markets where the Company believes it can gain a strategic advantage. 
+The Company derives royalty income from sales of products (primarily Company footwear) bearing the Hush Puppies ® , Wolverine ® , Bates ® , HyTest ® , Merrell ®, Sebago ® and other trademarks by independent distributors and licensees. The Company also derives royalty income from sales of footwear bearing the CAT ® , and Harley-Davidson ® trademarks through foreign distributors. License and distribution arrangements enable the Company to develop sales in international markets without the capital commitment required to maintain related foreign operations, employees, inventories or localized marketing programs. 
+The Company continues to develop a global network of licensees and distributors to market its footwear brands. The Company assists in designing products that are appropriate to each foreign market but are consistent with the global brand position. Independent licensees and distributors purchase goods from either the Company or authorized third-party manufacturers pursuant to distribution agreements or manufacture branded products consistent with Company standards pursuant to license agreements. Distributors and licensees are responsible for independently marketing and distributing Company branded products in their respective territories, with product and market support provided by the Company. 
+Manufacturing and Sourcing. 
+The Company controls the sourcing and manufacture of approximately 77% of the pairs of footwear marketed under the Company's brand names globally. The balance is controlled directly by the Company's licensees. Of the pairs controlled by the Company, approximately 90% are purchased or sourced from third parties, with the remainder produced at Company-operated facilities. Footwear produced by the Company is manufactured at Company-operated facilities in several domestic and certain affiliated foreign facilities located in Michigan, Arkansas, and the Dominican Republic. For some of the Company-produced footwear, a "twin plant" concept is utilized whereby a majority of the labor intensive cutting and fitting construction of the "upper" portion of shoes and boots is performed at the Company's facilities in the Dominican Republic and Arkansas, and the technology intensive construction, or "bottoming," is performed primarily at the Company's Michigan facilities. 
+The Company's factories each have the flexibility to produce a variety of footwear, which departs from the industry's historical practice of dedicating a given facility to production of specific footwear 
+9
+products. This flexibility allows the Company to quickly respond to changes in market preference and demand. The Company currently produces slippers, military footwear and work, casual and dress casual footwear in its owned facilities. 
+The Company sources a majority of its footwear from a variety of foreign manufacturing facilities in the Asia-Pacific region, Central and South America, India and Europe. The Company maintains technical offices in the Asia-Pacific region to facilitate the sourcing and importation of quality footwear. The Company has established guidelines for each of its third-party manufacturers in order to monitor product quality, labor practices and financial viability. In addition, the Company has adopted "Engagement Criteria for Partners & Sources" to require that its domestic and foreign manufacturers, licensees and distributors use ethical business standards, comply with all applicable health and safety laws and regulations, are committed to environmentally safe practices, treat employees fairly with respect to wages, benefits and working conditions, and do not use child or prison labor. 
+The Company's domestic manufacturing operations allow the Company to (i) reduce its production lead time, enabling it to quickly respond to market demand and reduce inventory risk, (ii) lower freight and shipping costs, and (iii) closely monitor product quality. The Company's foreign manufacturing strategy allows the Company to (i) benefit from lower manufacturing costs and state-of-the-art manufacturing facilities, (ii) source the highest quality raw materials from around the world, and (iii) avoid additional capital expenditures necessary for owned factories and equipment. The Company believes that its overall global manufacturing strategy gives the Company the flexibility to properly balance the need for timely shipments, high quality products and competitive pricing. 
+The Company owns and operates a pigskin tannery through its Wolverine Leathers Division, which is one of the premier tanners of quality leather for the footwear industry. The Company and its licensees receive virtually all of their pigskin leather requirements from the tannery. The Company believes the tannery provides a strategic advantage for the Company by producing pigskin leather using proprietary technology at prices below those available from other sources. 
+The Company's principal required raw material is quality leather, which it purchases from a select group of domestic and offshore suppliers, including the Company's tannery. The global availability of common upper materials and specialty leathers eliminates any reliance by the Company upon a sole supplier. The Company currently purchases the vast majority of the raw pigskins used in a significant portion of its tannery operations from one domestic source. This source has been a reliable and consistent supplier for over 30 years. Alternative sources of pigskin are available; however the price, processing and/or product characteristics are less advantageous to the Company. The Company purchases all of its other raw materials and component parts from a variety of sources, none of which is believed by the Company to be a dominant supplier. 
+The Company is subject to the normal risks of doing business abroad due to its international operations, including the risk of expropriation, acts of war or terrorism, political disturbances and similar events, the imposition of trade barriers, quotas, tariffs and duties, loss of most favored nation trading status and currency and exchange rate fluctuations. With respect to international sourcing activities, management believes that over a period of time, it could arrange adequate alternative sources of supply for the products currently obtained from its foreign suppliers. A sustained disruption of such sources of supply could have an adverse impact on the Company's operations and financial condition. 
+10
+Trademarks, Licenses and Patents. 
+The Company holds a significant portfolio of registered and common law trademarks that identify its branded footwear products. The owned trademarks that are most widely used by the Company include Hush Puppies ® , Wolverine ® , Bates ® , Wolverine Fusion ® , DuraShocks ® , Wolverine MultiShox TM , Wolverine Compressor TM , Hidden Tracks ® , iTechnology TM , Bounce ® , Comfort Curve ® , HyTest ® , Merrell ® , Continuum ® , Sebago ® , and Track'N Trail ® . The Company has obtained license rights to manufacture, market and distribute footwear throughout the world under the CAT ® , Harley-Davidson ® and Patagonia ® trademarks, and the right to manufacture, market and distribute footwear in the United States and other countries under the Stanley ® trademark, all pursuant to license arrangements with the respective trademark owners. The CAT ®, Harley-Davidson ®, Patagonia ® and Stanley ® licenses are long-term and extend for five or more years with conditional renewal options and are subject to early termination for breach. Pigskin leather produced by the Company's Wolverine Leathers Division is sold under the trademarks Wolverine Leathers ® , Wolverine Warrior Leather ® , Weather Tight ® and All Season Weather Leathers ™. 
+The Company believes that its products are identified by consumers by its trademarks and that its trademarks are valuable assets. The Company is not aware of any infringing uses or any prior claims of ownership of its trademarks that could materially affect its current business. It is the policy of the Company to pursue registration of its primary marks whenever possible and to vigorously defend its trademarks against infringement or other threats to the greatest extent practicable under the laws of the United States and other countries. The Company also holds many design and utility patents, copyrights and various other proprietary rights. The Company protects all of its proprietary rights to the greatest extent practicable under applicable laws. 
+Order Backlog. 
+At March 11, 2006, the Company had an order backlog of approximately $357 million compared with an order backlog of approximately $318 million at March 12, 2005, determined on a basis consistent with the current year. Substantially all of the backlog relates to demand for products expected to be shipped in 2006. Orders in backlog are subject to cancellation by customers and to changes in planned customer demand or at-once orders. The backlog at a particular time is affected by a number of factors, including seasonality, retail conditions, expected customer demand, product availability and the schedule for the manufacture and shipment of products. Accordingly, a comparison of backlog from period to period is not necessarily meaningful and may not be indicative of eventual actual shipments. 
+Competition. 
+The Company's footwear lines are manufactured and marketed in a highly competitive environment. The Company competes with numerous domestic and foreign marketers, manufacturers and importers of footwear, some of which are larger and have greater resources than the Company. The Company's major competitors for its brands of footwear are located in the United States and Europe. The Company has at least ten major competitors in connection with the sale of its work shoes and boots, at least ten major competitors in connection with the sale of its sport boots, and at least thirty major competitors in connection with the sale of its casual, work and outdoor shoes. Product performance and quality, including technological improvements, product identity, competitive pricing and ability to control costs, and the ability to adapt to style changes are all important elements of competition in the footwear markets served by the Company. The footwear industry in general is subject to changes in consumer preferences. The Company strives to maintain its competitive position through promotion of brand awareness, manufacturing and sourcing efficiencies, its tannery operations, and the style, comfort and 
+11
+value of its products. Future sales by the Company will be affected by its continued ability to sell its products at competitive prices and to meet shifts in consumer preferences. 
+Because of the lack of reliable published statistics, the Company is unable to state with certainty its position in the footwear industry. Market shares in the non-athletic footwear industry are highly fragmented and no one company has a dominant market position. 
+Research and Development. 
+In addition to normal and recurring product development, design and styling activities, the Company engages in research and development related to the development of new production techniques and to improving the function, performance, reliability and quality of its branded footwear and other products. The Company's continuing relationship with the Biomechanics Evaluation Laboratory at Michigan State University, for example, has led to specific biomechanical design concepts, such as Bounce ® , DuraShocks ® and Hidden Tracks ® comfort technologies, that have been incorporated in the Company's footwear. While the Company continues to be a leading developer of footwear innovations, research and development costs do not represent a material portion of operating expenses. 
+Environmental Matters. 
+Compliance with federal, state and local provisions which have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment have not had, nor are they expected to have, any material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries. The Company uses and generates certain substances and wastes that are regulated or may be deemed hazardous under certain federal, state and local regulations with respect to the environment. The Company from time to time works with federal, state and local agencies to resolve cleanup issues at various waste sites and other regulatory issues. 
+Employees. 
+As of December 31, 2005, the Company had approximately 4,502 domestic and foreign production, office and sales employees. Approximately 614 employees were covered by three union contracts expiring at various dates through March 31, 2007. The Company presently considers its employee relations to be good. 
+Available Information. 
+Information about the Company, including the Company's Code of Conduct & Compliance, Corporate Governance Guidelines, Director Independence Standards, Accounting and Finance Code of Ethics, Audit Committee Charter, Compensation Committee Charter, Executive Committee Charter and Governance Committee Charter, is available at its website, http://www.wolverineworldwide.com. Printed copies of the documents listed above are available by writing to the Company at 9341 Courtland Drive, N.E., Rockford, MI 49351, Attention: General Counsel. 
+The Company also makes available on or through its website, free of charge, the Company's annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports (along with certain other Company filings with the Securities and Exchange Commission ("SEC")) as soon as reasonably practicable after electronically filing such material with, or furnishing it to, the SEC. These materials are also accessible on the SEC's website at www.sec.gov. 
+12

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+Item 13. Certain Relationships and Related Transactions . 
+The information contained under the caption "Related Matters" under the subheading "Certain Relationships and Related Transactions" contained in the definitive Proxy Statement of the Company with respect to the Annual Meeting of Stockholders to be held on April 20, 2006, is incorporated herein by reference.

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+Item 9A. Controls and Procedures . 
+Evaluation of Disclosure Controls and Procedures. 
+An evaluation was performed under the supervision and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on and as of the time of such evaluation, the Company's management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this report in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic filings with the SEC. 
+Management's Report on Internal Control Over Financial Reporting. 
+Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Securities Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2005, based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2005. 
+Management's assessment of the effectiveness of our internal control over financial reporting as of December 31, 2005 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their attestation report which is included in Appendix A and is incorporated into this Item 9A by reference. 
+Changes in Internal Control Over Financial Reporting. 
+There was no change in the Company's internal control over financial reporting that occurred during the sixteen-week period ended December 31, 2005 that has materially affected, or that is reasonably likely to materially affect, the Company's internal control over financial reporting. 
+36

raw/filings/0000110471/2005/0000905729-06-000156/rpt_disclosure.txt

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+related person transactions. Such policies and procedures
+require the Governance Committee to review and either approve or
+disapprove of entry into any Interested Transactions (defined
+below). If advance approval of the Interested Transaction is not
+feasible, then it must be considered and, if the Governance
+Committee determines it to be appropriate, ratified at the
+Governance Committee’s next meeting.
+47
+An Interested Transaction is any transaction, arrangement or
+relationship or series of similar transactions, arrangements or
+relationships (including any indebtedness or guarantee of
+indebtedness) in which (1) the aggregate amount involved
+will or may be expected to exceed $100,000 in any calendar year,
+(2) Wolverine is a participant, and (3) any Related
+Person (defined below) has or will have a direct or indirect
+interest (other than solely as a result of being a director or
+less than ten percent beneficial owner of another entity). A
+Related Person is, any (a) person who is or was at any
+point during the last fiscal year for which Wolverine filed a
+Form 10-K 
+and proxy statement, an executive officer, director or nominee
+for election as a director, (b) greater than five percent
+beneficial owner of Wolverine’s common stock, or
+(c) immediate family member of any of the foregoing.
+Immediate family member includes a person’s spouse,
+parents, stepparents, children, stepchildren, siblings, mothers-
+and
+fathers-in-law, 
+sons- and
+daughters-in-law, 
+and brothers- and
+sisters-in-law 
+and anyone residing in such person’s home (other than a
+tenant or employee).
+In determining whether to approve or ratify an Interested
+Transaction, the Governance Committee will take into account
+whether the Interested Transaction is on terms no less favorable
+than terms generally available to an unaffiliated third-party
+under the same or similar circumstances, the extent of the
+Related Person’s interest in the transaction and other
+factors that it deems relevant. No director shall participate in
+any discussion or approval of an Interested Transaction for
+which he or she is a Related Person, except to provide all
+material information to the Governance Committee. The following
+Interested Transactions are pre-approved under the policies and
+procedures:
+• 
+any transaction with another company at which a Related
+Person’s only relationship is as an employee, director or
+beneficial owner of less than ten percent of that company’s
+shares, if the aggregate amount involved does not exceed the
+greater of $1,000,000, or two percent of that company’s
+total revenues.
+• 
+any charitable contribution by Wolverine to a charitable
+organization where a Related Person is an employee, if the
+aggregate amount involved does not exceed the lesser of
+$100,000, or two percent of the charitable organization’s
+total annual receipts.
+Wolverine’s policies and procedures for related party
+transactions were adopted in December 2006. All of the
+transactions described above were previously considered by the
+Governance Committee under Wolverine’s Director
+Independence Standards.

raw/filings/0000110471/2007/0000905729-08-000096/filing_metadata.csv

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+cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
+0000110471,WWW,WOLVERINE WORLD WIDE INC /DE/,10-K,2008-02-26,2007-12-29,2008-02-26T22:05:52.000Z,0000905729-08-000096,www10k_022608.htm,WOLVERINE WORLD WIDE FORM 10-K - 02-26-08,1280243,0,0,https://www.sec.gov/Archives/edgar/data/110471/000090572908000096/www10k_022608.htm,https://www.sec.gov/Archives/edgar/data/110471/000090572908000096/,2007,2007,1

raw/filings/0000110471/2007/0000905729-08-000096/item1.txt

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+Item 1. 
+Business . 
+General. 
+Wolverine World Wide, Inc. (the "Company") is a leading designer, manufacturer and marketer of a broad line of quality casual shoes, rugged outdoor and work footwear. The Company, a Delaware corporation, is the successor of a Michigan corporation of the same name, originally organized in 1906, which in turn was the successor of a footwear business established in Grand Rapids, Michigan in 1883. 
+Approximately 47.5 million pairs of Company branded footwear were sold during fiscal 2007, making the Company a global leader among footwear companies in the marketing of branded casual, work and outdoor footwear. The Company's products generally feature contemporary styling with proprietary technologies designed to provide maximum comfort and performance. The products are marketed throughout the world under widely recognized brand names, including Bates ®, Cat ® Footwear, Harley-Davidson ® Footwear, Hush Puppies ®, HyTest ®, Merrell ®, Patagonia ® Footwear, Sebago ® and Wolverine ®. The Company believes that its primary competitive strengths are its well-recognized brand names, broad range of comfortable footwear, patented and proprietary designs and comfort technologies, numerous distribution channels and diversified manufacturing and sourcing base. Cat ® is a registered trademark of Caterpillar Inc., Harley-Davidson ® is a registered trademark of H-D Michigan, Inc. and Patagonia ® is a registered trademark of Patagonia, Inc. 
+The Company's footwear is sold under a variety of brand names designed to appeal to most consumers of casual, work and outdoor footwear at numerous price points. The Company's footwear products are organized under four operating units: (i) the Wolverine Footwear Group, focusing primarily on the Bates ®, HyTest ® and Wolverine ® product lines of work, outdoor, uniform and lifestyle boots and shoes, and Wolverine ® brand apparel, (ii) the Outdoor Group, currently focusing on Patagonia ® and Merrell ® product lines of performance and lifestyle footwear, and Merrell ® brand apparel, (iii) the Heritage Brands Group, focusing on the Cat ® product lines of work and lifestyle footwear, the Harley-Davidson ® lines of lifestyle and performance footwear, and the Sebago ® lines of lifestyle and performance footwear, and (iv) The Hush Puppies Company, focusing on the Hush Puppies ® brand of comfortable casual and dress footwear. The Company also licenses its brands for use on non-footwear products including apparel, eyewear, watches, socks, gloves, handbags and plush toys. 
+The Company's Global Operations Group is responsible for manufacturing, sourcing, distribution and customer support for the various Company brands. The Company's footwear is distributed domestically through 90 Company-owned retail stores and to numerous accounts including department stores, footwear chains, catalogs, specialty retailers, mass merchants and Internet retailers. Many of the retailers to which Wolverine distributes operate multiple storefront locations. The Company's products are marketed worldwide in nearly 200 countries and territories through Company-owned wholesale operations, licensees and distributors. 
+3
+The Company, through its Wolverine Leathers Division, operates a tannery which tans pigskin leather for the shoe and leather goods industries. A significant portion of the pigskin leather tanned by the Company is used in the footwear marketed by the Company, and is also sold to Company licensees and other domestic and foreign manufacturers of footwear. In addition, Wolverine Procurement, Inc., a Company-owned subsidiary, performs skinning operations and purchases raw pigskins which it then cures and sells to outside customers for processing into pigskin leather products. 
+For financial information regarding the Company, see the consolidated financial statements of the Company and the notes thereto, which are attached as Appendix A to this Form 10-K. The Company has one reportable segment, Branded Footwear and Licensing. The Branded Footwear and Licensing segment is engaged in manufacturing, sourcing, licensing, marketing and distributing branded footwear and apparel, including casual shoes and apparel, dress shoes, boots, uniform shoes, work shoes and rugged outdoor footwear and apparel. The Company's Other Business units consist of its retail stores, tannery and pigskin procurement operations. Financial information regarding the Company's business segments and financial information about geographic areas is found in Note 9 to the consolidated financial statements of the Company that are attached as Appendix A to this Form 10-K. 
+Branded Footwear, Apparel and Licensing. 
+The Company sources and markets a broad range of footwear styles including shoes, boots and sandals under many recognizable brand names including Bates ®, Cat ®, Harley-Davidson ®, Hush Puppies ®, HyTest ®, Merrell ®, Patagonia ®, Sebago ® and Wolverine ®. The Company combines quality materials and skilled workmanship from around the world to produce footwear according to its specifications at both Company-owned and independent manufacturing facilities. The Company also markets Merrell ® and Wolverine ® brand apparel and licenses its brands for use on non-footwear products including apparel, eyewear, watches, socks, handbags and plush toys. Current significant licensing programs include Hush Puppies ® apparel, eyewear, watches, socks, handbags and plush toys, and Wolverine ® brand gloves, eyewear, socks and headwear. 
+The Company's four branded apparel, footwear and licensing operating units are described below. 
+1. The Outdoor Group . The Outdoor Group consists of Merrell ® and Patagonia ® Footwear and Merrell ® Apparel. Outdoor Group products include performance outdoor and hiking footwear, casual and after-sport footwear and performance and casual Merrell ® Apparel. 
+Merrell ® Footwear. The Merrell ® footwear line consists primarily of technical hiking, rugged outdoor and outdoor-inspired casual footwear designed for backpacking, day hiking and everyday use. The Merrell ® footwear line also includes the "After-Sport" category, incorporating Merrell ® footwear's technical hiking and outdoor expertise with Wolverine Performance Leathers ™ and other technical materials to create footwear with unique styling, performance and comfort features. Merrell ® footwear products are sold primarily through outdoor specialty retailers, department stores and catalogs. Merrell ® footwear is marketed in approximately 160 countries and territories worldwide. 
+Merrell ® Apparel. The Merrell ® Apparel line consists primarily of technical outdoor and outdoor-inspired casual apparel. In addition to Merrell ® Apparel, the Outdoor Group markets Merrell ® packs, bags and luggage. 
+4
+Patagonia® Footwear. In 2005, the Company entered into a license agreement providing the Company with exclusive worldwide rights to manufacture, market, distribute and sell footwear under the Patagonia ® , Water Girl ® and other trademarks. The Outdoor Group launched its Patagonia ® Footwear line in Spring 2007. 
+2. Wolverine Footwear Group . The Wolverine Footwear Group encompasses footwear primarily under the Wolverine ®, Bates ®, and HyTest ® brands and markets footwear designed with performance and comfort features to serve a variety of work, outdoor and lifestyle functions. The Wolverine Footwear Group also markets Wolverine ® brand apparel. 
+Wolverine ® Work and Industrial Footwear . The Wolverine ® brand has built its reputation by offering high quality work boots and shoes that incorporate innovative technologies to deliver comfort and durability. The Wolverine ® brand, which has been in existence for 125 years, markets work and outdoor footwear in three categories: (i) work and industrial; (ii) outdoor sport; and (iii) rugged casual. The development of DuraShocks ® technology and MultiShox ® technology, has allowed the Wolverine ® brand to introduce a broad line of work footwear with a focus on comfort. The Wolverine Fusion ®, DuraShocks SR ™ and Wolverine Compressor ® technologies represent the Company's tradition of comfortable work and industrial footwear, a tradition that is continued and enhanced with the development of the MultiShox ® Individual Comfort System and the new Contour Welt ™ product line. The Wolverine ® work product line features work boots and shoes, including steel toe boots and shoes, targeting male and female industrial and farm workers. The Wolverine ® rugged casual and outdoor sport product lines incorporate DuraShocks ® technology and other comfort features into products designed for casual and outdoor sport use. The rugged casual line targets active lifestyles and includes trail shoes, rugged casuals and outdoor sandals. The outdoor sport line is designed to meet the demands of hunters, fishermen and other active outdoor sportsmen and women. Warmth, waterproofing and comfort are achieved through the use of Gore-Tex ® (a registered trademark of W.L. Gore & Associates, Inc.) and Thinsulate ® (a registered trademark of Minnesota Mining and Manufacturing Company) brand fabrics, the Company's performance leathers and patented DuraShocks ® technologies. 
+Wolverine ® Apparel and Licensing . The Wolverine Footwear Group markets a line of work and rugged casual Wolverine ® brand apparel. In addition, the Wolverine ® brand is licensed for use on eyewear, headwear, gloves and socks. 
+Bates ® Uniform Footwear . The Bates Uniform Footwear Division is an industry leader in supplying footwear to military and civilian uniform users. The Bates Uniform Footwear Division utilizes DuraShocks ®, DuraShocks SR ™, CoolTech ® and other proprietary comfort technologies in the design of its military-style boots and oxfords including the Bates ®, Enforcer Series ® and Special Ops ™ footwear lines. The Bates Uniform Footwear Division contracts with the U.S. Department of Defense and the militaries of several foreign countries to supply military footwear. Civilian uniform uses include police, security, postal, restaurant and other industrial occupations. Bates Uniform Footwear Division's products are also distributed through specialty retailers and catalogs. 
+HyTest ® Safety Footwear . The HyTest ® product line consists primarily of high-quality work boots and shoes designed to protect industrial workers from foot injuries. HyTest ® footwear incorporates various specialty safety features into its product lines, 
+5
+including steel toe, composite toe, metatarsal guards, electrical hazard, static dissipating and conductive footwear to protect against hazards of the workplace. In addition, HyTest ® brand footwear incorporates features such as FootRests ® comfort technology to provide comfort together with safety for working men and women. HyTest ® footwear is distributed primarily through a network of independently-owned Shoemobile ® mobile truck retail outlets providing direct sales of the Company's occupational and work footwear brands to workers at industrial facilities and also through direct sales arrangements with large industrial customers. 
+3. The Heritage Brands Group . The Heritage Brands Group consists of Caterpillar ® Footwear, Harley-Davidson ® Footwear and Sebago ® Footwear. Sebago ® Footwear was recently added to the Heritage Brands Group. 
+Caterpillar ® Footwear. Pursuant to a license arrangement with Caterpillar Inc., the Company has exclusive worldwide rights to manufacture, market and distribute footwear under the Caterpillar ®, Cat & Design ®, Walking Machines ® and other trademarks. The Company believes the association with Cat ® equipment enhances the reputation of its footwear for quality, ruggedness and durability. Cat ® brand footwear products include work boots and shoes, sport boots, rugged casuals and lifestyle footwear, including lines of work and casual footwear featuring iTechnology ™ and Hidden Tracks ® comfort features. In addition, the Company also manufactures and markets Cat ® Marine Power ® footwear, designed for industrial and recreational marine uses. Cat ® footwear products target work and industrial users and active lifestyle users. Cat ® footwear is marketed in approximately 135 countries and territories worldwide. Cat ®, Caterpillar ®, Cat & Design ®, Walking Machines ® and Marine Power ® are registered trademarks of Caterpillar Inc. 
+Harley-Davidson ® Footwear . Pursuant to a license arrangement with the Harley-Davidson Motor Company, the Company has the exclusive right to manufacture, market, distribute and sell Harley-Davidson ® brand footwear throughout the world. Harley-Davidson ® brand footwear products include motorcycle, casual, fashion, work and western footwear for men, women and children. Harley-Davidson ® footwear is sold globally through a network of independent Harley-Davidson ® dealerships as well as through department stores and specialty retailers. Harley-Davidson ® is a registered trademark of H-D Michigan, Inc. 
+Sebago® Footwear. The Sebago ® product line consists primarily of performance nautical and American-inspired casual footwear for men and women such as boat shoes and handsewn loafers that have been manufactured and distributed since 1946. Highly recognized Sebago ® line extensions include Sebago Docksides ®, Sebago Drysides ™, Sebago Campsides ™ and Athletic Marine. The Sebago ® product line is marketed in approximately 110 countries and territories worldwide. The Sebago ® manufacturing and design tradition of quality componentry, durability, comfort and "Americana" heritage is further supported by targeted distribution to better-grade independent, marine and department store retailers throughout the world. 
+4. The Hush Puppies Company . Since 1958, the Hush Puppies ® brand has been a leader in the casual footwear market. The brand offers shoes and boots for men, women and children, and is marketed in approximately 130 countries and territories. The modern styling is complemented by a variety of comfort features and proprietary technologies that have earned the 
+6
+brand its reputation for comfort. In addition, the Hush Puppies ® brand is licensed for use on apparel, eyewear, handbags, socks, watches and plush toys. 
+Other Businesses. 
+In addition to manufacturing, sourcing, marketing and distributing the Company's footwear and apparel products as reported in the Branded Footwear and Licensing segment, the Company also (i) operates a Company-owned pigskin tannery through its Wolverine Leathers Division, (ii) purchases and cures raw pigskins for sale to various customers through its wholly-owned subsidiary Wolverine Procurement, Inc., and (iii) operates 90 domestic retail footwear stores. 
+1. The Wolverine Leathers Division . The Wolverine Leathers Division produces and markets pigskin leathers primarily for use in the footwear industry. Wolverine Leathers & Design ® brand products are primarily manufactured in the Company's pigskin tannery located in Rockford, Michigan. The Company believes pigskin leathers offer superior performance and advantages over cowhide leathers. The Company's waterproof and stain resistant leathers are featured in some of the Company's domestic footwear lines and many products offered by the Company's international licensees and distributors. Wolverine performance leathers are also featured in certain outside brands of athletic and outdoor footwear. 
+2. Wolverine Procurement, Inc . Wolverine Procurement, Inc. performs skinning operations and purchases raw pigskins from third parties, which it cures and sells to the Wolverine Leathers Division and to outside customers for processing into pigskin leather products. 
+3. Wolverine Retail . The Company operates 90 domestic retail shoe stores as of February 2008. These stores are under the Hush Puppies ®, Hush Puppies and Family SM , Track'N Trail ®, Rockford Footwear Depot ® and Merrell ® names. Both the Rockford Footwear Depot ® and Track'N Trail ® retail formats carry a large selection of Company branded footwear featuring such brands as Wolverine ®, Merrell ®, Hush Puppies ®, Cat ®, Patagonia ® , Sebago ® and Harley-Davidson ®. The Company also operates direct-to-customer retail websites, including www.upfootgear.com , www.trackandtrail.com , www.catfootwear.com , www.hushpuppies.com, www.sebago.com and www.merrell.com . 
+Marketing. 
+The Company's overall marketing strategy is to develop brand-specific plans and related promotional materials for the United States and international markets to foster a differentiated and consistent image for each of the Company's core brands. Each brand group has its own marketing personnel who develop the marketing strategy for products within that group. Marketing campaigns and strategies vary by brand and may target accounts and/or end users as they strive to increase overall brand awareness for the Company's branded products. The Company's advertisements typically emphasize fashion, comfort, quality, durability, functionality and other performance and lifestyle aspects of the Company's products. Components of the brand-specific plans vary and may include print, radio and television advertising, event sponsorships, in-store point of purchase displays, promotional materials, and sales and technical assistance. 
+The Company's brand groups provide its international licensees and distributors with creative direction and materials to convey consistent messages and brand images. Examples of marketing assistance that may be provided by the Company to its licensees and distributors are (i) direction on the 
+7
+categories of footwear to be promoted, (ii) photography and layouts, (iii) broadcast advertising, including commercials and film footage, (iv) point of purchase presentation specifications, blueprints and packaging, (v) sales materials, and (vi) consulting on retail store layout and design. The Company believes its brand names provide a competitive advantage and the Company makes significant expenditures on marketing and promotion to support the position of its products and enhance brand awareness. 
+Domestic Sales and Distribution. 
+The Company uses a wide variety of domestic distribution channels to distribute its branded footwear products. To meet the diverse needs of its broad customer base, the Company uses the following distribution strategies. 
+• 
+Traditional wholesale distribution is used to service department stores, large footwear chains, specialty retailers, catalogs, independent retailers and uniform outlets. A dedicated sales force and customer service team, advertising and point of purchase support, and in-stock inventories are used to service these accounts. 
+• 
+Volume direct programs provide footwear at competitive prices with limited marketing support. These programs service major retail, mail order, mass merchant and government customers. 
+• 
+A network of independent Shoemobile ® distribution outlets is used to distribute the Company's work and occupational footwear at industrial facilities. 
+• 
+The Company solicits all branches of the United States military and enters bids for contracts to supply specific footwear products. Such contracts typically contain future purchase options that are not required to be exercised. 
+In addition to its wholesale activities, the Company also operates a domestic retail operation as described above. The Company continues to develop various programs, both independently and with its retail customers, for the distribution of its products. 
+A broad distribution base insulates the Company from dependence on any one customer. No customer of the Company accounted for more than 10% of the Company's revenue in fiscal 2007. 
+The Company experiences moderate fluctuations in sales volume during the year as reflected in quarterly revenue (and taking into consideration the 16 weeks or 17 weeks included in the fourth accounting period versus the 12 weeks included in the first three accounting periods). The Company also experiences some fluctuation in its levels of working capital, typically including an increase in working capital requirements near the end of the third quarter. The Company provides working capital for such fluctuations through internal financing and through a revolving credit agreement that the Company has in place. The Company expects current seasonal sales patterns to continue in future years. 
+International Operations and Global Licensing. 
+The Company records revenue from foreign sources through a combination of (i) sales of branded footwear products generated from the Company's owned operations in Canada, the United Kingdom, Austria, Finland, France, Germany, Italy, The Netherlands, Spain, Sweden and Switzerland and from sales to international distributors for certain markets and businesses, and (ii) from royalty income through a network of independent licensees and distributors. The Company's owned operations include Hush 
+8
+Puppies (UK) Ltd., Wolverine Europe B.V. (formerly known as Merrell Europe B.V.), Merrell (Europe) Limited, Wolverine Europe Limited and Wolverine World Wide Corporation, Inc. (formerly known as Hush Puppies Canada Footwear, Ltd.). The Company's owned operations are located in markets where the Company believes it can gain a strategic advantage. 
+The Company derives royalty income from sales of products (primarily Company footwear) bearing the Hush Puppies ®, Wolverine ®, Bates ®, Merrell ®, Sebago ® and other trademarks by independent distributors and licensees. The Company also derives royalty income from sales of footwear bearing the Cat ® and Harley-Davidson ® trademarks through foreign distributors. License and distribution arrangements enable the Company to develop sales in international markets without the capital commitment required to maintain related foreign operations, employees, inventories or localized marketing programs. 
+The Company continues to develop a global network of licensees and distributors to market its footwear brands. The Company assists in designing products that are appropriate to each foreign market but are consistent with the global brand position. Independent licensees and distributors purchase goods from either the Company or authorized third-party manufacturers pursuant to distribution agreements or manufacture branded products consistent with Company standards pursuant to license agreements. Distributors and licensees are responsible for independently marketing and distributing Company branded products in their respective territories, with product and market support provided by the Company. 
+Manufacturing and Sourcing. 
+The Company controls the sourcing and/or manufacture of approximately 73% of the pairs of footwear marketed under the Company's brand names globally. The balance is controlled directly by the Company's licensees. Of the pairs purchased by the Company, approximately 89% are purchased or sourced from third parties, with the remainder produced at Company-operated facilities. Footwear produced by the Company is manufactured at Company-operated facilities in several domestic and certain affiliated foreign facilities located in Michigan, Arkansas, and the Dominican Republic. For some of the Company-produced footwear, a "twin plant" concept is utilized whereby a majority of the labor intensive cutting and fitting construction of the "upper" portion of shoes and boots is performed at the Company's facilities in the Dominican Republic and Arkansas, and the technology intensive construction, or "bottoming," is performed primarily at the Company's Michigan facilities. 
+The Company's factories each have the flexibility to produce a variety of footwear, which departs from the industry's historical practice of dedicating a given facility to production of specific footwear products. This flexibility allows the Company to quickly respond to changes in market preference and demand. The Company currently produces military footwear and work, casual and dress casual footwear in its owned facilities. 
+The Company sources a majority of its footwear from a variety of foreign manufacturing facilities in the Asia-Pacific region, South America and India. The Company maintains technical offices in the Asia-Pacific region to facilitate the sourcing and importation of quality footwear. The Company has established guidelines for each of its third-party manufacturers in order to monitor product quality, labor practices and financial viability. In addition, the Company has adopted "Engagement Criteria for Partners & Sources" to require that its domestic and foreign manufacturers, licensees and distributors use ethical business standards, comply with all applicable health and safety laws and regulations, are committed to environmentally safe practices, treat employees fairly with respect to wages, benefits and working conditions, and do not use child or prison labor. 
+9
+The Company's owned manufacturing operations allow the Company to (i) reduce its production lead time, enabling it to quickly respond to market demand and reduce inventory risk, (ii) lower freight and shipping costs, and (iii) closely monitor product quality. The Company's foreign manufacturing strategy allows the Company to (a) benefit from lower manufacturing costs and state-of-the-art manufacturing facilities, (b) source the highest quality raw materials from around the world, and (c) avoid additional capital expenditures necessary for owned factories and equipment. The Company believes that its overall global manufacturing strategy gives the Company the flexibility to properly balance the need for timely shipments, high quality products and competitive pricing. 
+The Company owns and operates a pigskin tannery through its Wolverine Leathers Division. The Company and its licensees receive a majority of their pigskin leather requirements from the tannery. 
+The Company's principal required raw material is quality leather, which it purchases from a select group of domestic and offshore suppliers, including the Company's tannery. The global availability of common upper materials and specialty leathers eliminates any reliance by the Company upon a sole supplier. The Company currently purchases the vast majority of the raw pigskins used in a significant portion of its tannery operations from one domestic source. This source has been a reliable and consistent supplier for over 30 years. Alternative sources of pigskin are available; however the price, processing and/or product characteristics are less advantageous to the Company. The Company purchases all of its other raw materials and component parts from a variety of sources, none of which is believed by the Company to be a dominant supplier. 
+The Company is subject to the normal risks of doing business abroad due to its international operations, including the risk of expropriation, acts of war or terrorism, political disturbances and similar events, the imposition of trade barriers, quotas, tariffs and duties, loss of most favored nation trading status and currency and exchange rate fluctuations. With respect to international sourcing activities, management believes that over a period of time, it could arrange adequate alternative sources of supply for the products currently obtained from its foreign suppliers. A sustained disruption of such sources of supply could have an adverse impact on the Company's operations and financial condition. 
+Trademarks, Licenses and Patents. 
+The Company holds a significant portfolio of registered and common law trademarks that identify its branded footwear and apparel products. The owned trademarks that are most widely used by the Company include Hush Puppies ®, Wolverine ®, Bates ®, Wolverine Fusion ®, DuraShocks ®, MultiShox ®, Wolverine Compressor ®, Hidden Tracks ®, iTechnology TM , Bounce ®, Comfort Curve ®, HyTest ®, Merrell ®, Continuum ®, Sebago ®, Q-Form ® and Track 'N Trail ®. Pigskin leather produced by the Company's Wolverine Leathers Division is sold under the trademarks Wolverine Leathers & Design ®, Wolverine Warrior Leather ®, Weather Tight ® and All Season Weather Leathers ™. The Company has obtained license rights to manufacture, market and distribute footwear throughout the world under the Cat ®, Harley-Davidson ® and Patagonia ® trademarks, and the right to manufacture, market and distribute footwear in the United States and other countries under the Stanley ® trademark, all pursuant to license arrangements with the respective trademark owners. The Company's license agreement for Stanley ® footgear will terminate effective June 30, 2008. The Cat ® footwear license has a current term extending through December 2011. The Harley-Davidson ® footwear license is long term and extends for more than five years. The Patagonia ® Footwear license extends for more than five years and also includes conditional renewal options. All of these license agreements are subject to early termination provisions. 
+10
+The Company believes that its products are identified by consumers by its trademarks and that its trademarks are valuable assets. The Company is not aware of any infringing uses or any prior claims of ownership of its trademarks that could materially affect its current business. It is the policy of the Company to pursue registration of its primary marks whenever practicable and to vigorously defend its trademarks against infringement or other threats. The Company also holds many design and utility patents, copyrights and various other proprietary rights. The Company vigorously protects its proprietary rights under applicable laws. 
+Order Backlog. 
+At February 16, 2008, the Company had an order backlog of approximately $389 million compared with an order backlog of approximately $354 million at February 17, 2007, determined on a basis consistent with the current year. Substantially all of the backlog relates to demand for products expected to be shipped in 2008. Orders in backlog are subject to cancellation by customers and to changes in planned customer demand or at-once orders. The backlog at a particular time is affected by a number of factors, including seasonality, retail conditions, expected customer demand, product availability and the schedule for the manufacture and shipment of products. Accordingly, a comparison of backlog from period to period is not necessarily meaningful and may not be indicative of eventual actual shipments. 
+Competition. 
+The Company's footwear lines are manufactured and marketed in a highly competitive environment. The Company competes with numerous domestic and foreign marketers, manufacturers and importers of footwear, some of which are larger and have greater resources than the Company. The Company's major competitors for its brands of footwear are located in the United States and Europe. The Company has at least thirty major competitors in connection with the sale of its casual, work and outdoor footwear. Product performance and quality, including technological improvements, product identity, competitive pricing and ability to control costs, and the ability to adapt to style changes are all important elements of competition in the footwear markets served by the Company. The footwear industry in general is subject to changes in consumer preferences. The Company strives to maintain its competitive position through promotion of brand awareness, manufacturing and sourcing efficiencies, and the style, comfort and value of its products. Future sales by the Company will be affected by its continued ability to sell its products at competitive prices and to meet shifts in consumer preferences. 
+Because of the lack of reliable published statistics, the Company is unable to state with certainty its position in the footwear industry. Market shares in the non-athletic footwear industry are highly fragmented and no one company has a dominant market position. 
+Research and Development. 
+In addition to normal and recurring product development, design and styling activities, the Company engages in research and development related to the development of new production techniques and to improving the function, performance, reliability and quality of its branded footwear and other products. The Company's continuing relationship with the Biomechanics Evaluation Laboratory at Michigan State University, for example, has led to specific biomechanical design concepts, such as Bounce ®, DuraShocks ® and Hidden Tracks ® comfort technologies, that have been incorporated in the Company's footwear. While the Company continues to be a leading developer of footwear innovations, research and development costs do not represent a material portion of operating expenses. 
+11
+Environmental Matters. 
+Compliance with federal, state and local provisions which have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment have not had, nor are they expected to have, any material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries. The Company uses and generates certain substances and wastes that are regulated or may be deemed hazardous under certain federal, state and local regulations with respect to the environment. The Company from time to time works with federal, state and local agencies to resolve cleanup issues at various waste sites and other regulatory issues. 
+Employees. 
+As of December 29, 2007, the Company had approximately 4,651 domestic and foreign production, office and sales employees. Approximately 667 employees were covered by four union contracts expiring at various dates through April 30, 2009. The Company presently considers its employee relations to be good. 
+Available Information. 
+Information about the Company, including the Company's Code of Conduct & Compliance, Corporate Governance Guidelines, Director Independence Standards, Accounting and Finance Code of Ethics, Audit Committee Charter, Compensation Committee Charter, and Governance Committee Charter, is available at its website, www.wolverineworldwide.com. Printed copies of the documents listed above are available, without charge, by writing to the Company at 9341 Courtland Drive, N.E., Rockford, Michigan 49351, Attention: General Counsel. 
+The Company also makes available on or through its website, free of charge, the Company's annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports (along with certain other Company filings with the Securities and Exchange Commission ("SEC")) as soon as reasonably practicable after electronically filing such material with, or furnishing it to, the SEC. These materials are also accessible on the SEC's website at www.sec.gov.

raw/filings/0000110471/2007/0000905729-08-000096/item13.txt

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+Item 13. 
+Certain Relationships and Related Transactions, and Director Independence . 
+The information contained under the caption "Related Matters" under the subheading "Certain Relationships and Related Transactions" contained in the definitive Proxy Statement of the Company with respect to the Annual Meeting of Stockholders to be held on April 17, 2008, is incorporated herein 
+41
+by reference. The information contained under the caption "Corporate Governance Principles" under the subheading "Independence" contained in the definitive Proxy Statement of the Company with respect to the Annual Meeting of Stockholders to be held on April 17, 2008, is incorporated herein by reference.

raw/filings/0000110471/2007/0000905729-08-000096/item9a.txt

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+Item 9A. 
+Controls and Procedures . 
+Evaluation of Disclosure Controls and Procedures. 
+An evaluation was performed under the supervision and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on and as of the time of such evaluation, the Company's management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this report. 
+Management's Report on Internal Control Over Financial Reporting. 
+Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Securities Exchange Act Rule 13a-15(f). Under the 
+37
+supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 29, 2007, based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December 29, 2007. 
+The effectiveness of the Company's internal control over financial reporting as of December 29, 2007, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is included in Appendix A and is incorporated into this Item 9A by reference. 
+Changes in Internal Control Over Financial Reporting. 
+There was no change in the Company's internal control over financial reporting that occurred during the sixteen-week period ended December 29, 2007 that has materially affected, or that is reasonably likely to materially affect, the Company's internal control over financial reporting.

raw/filings/0000110471/2007/0000905729-08-000096/rpt_disclosure.txt

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+“Certain Relationships and Related Transactions.”
+7
+Table of Contents 
+Stock
+Ownership Requirements for Directors and Executive
+Officers 
+For many years, the Board has believed that directors and
+management should have a significant financial stake in
+Wolverine to align their interests with those of the
+stockholders. For that reason, several years ago the Board
+adopted formal requirements that directors and executive
+management own specified amounts of Wolverine stock (including
+ownership credit for stock units allocated to non-employee
+directors under the Deferred Compensation Plan) within five
+years of their respective election to the Board or appointment
+as a member of executive management. The ownership requirements
+are as follows: (i) for directors, five times the current
+Board retainer, (ii) for the Chief Executive Officer, five
+times base salary, (iii) for other executive officers,
+between two and three times base salaries, and (iv) for
+other executive management, between one and two times base
+salaries.
+Code of
+Conduct & Compliance 
+For years, Wolverine and its employees and directors have
+followed an extensive Code of Conduct & Compliance
+(“Code”). This comprehensive Code establishes basic
+guidelines to help employees and directors comply with
+applicable legal requirements and sets forth Wolverine’s
+expectations regarding business ethics, integrity, honesty,
+fairness and keeping commitments. The Code contains
+Wolverine’s principles and procedures regarding conflicts
+of interest, corporate opportunities, confidentiality, fair
+dealing, protection and proper use of Wolverine’s assets,
+compliance with laws, rules and regulations, engagement criteria
+for Wolverine’s trading partners, “whistle
+blower” protection provisions, expectations regarding the
+integrity of books and records, and guidelines and procedures
+for many other subjects. Employees are surveyed annually to
+identify any areas of noncompliance with the Code, and the
+results of this survey are reported to the Board.
+Accounting
+and Finance Code of Ethics 
+The Board has adopted an Accounting and Finance Code of Ethics
+(“Finance Ethics Code”). This is an ethics code
+focused on the financial reporting process and is intended to
+protect the interests of all of Wolverine’s constituents,
+including stockholders, employees, customers and the communities
+in which Wolverine conducts business. Many of the basic tenets
+of the Finance Ethics Code have been incorporated for many years
+in the Code. The Finance Ethics Code is applicable to
+Wolverine’s Chief Executive Officer, Chief Financial
+Officer and Corporate Controller and sets forth specific rules
+of conduct and expectations regarding the financial reporting
+process, protection of Wolverine’s assets, compliance with
+rules and regulations and honest and ethical conduct in
+connection with the financial reporting process and related
+disclosures. The Finance Ethics Code and the Code are available
+on the Corporate Governance section of the Investors section of
+Wolverine’s website at www.wolverineworldwide.com ,
+where Wolverine will post any waiver of these codes for
+directors or executive officers.
+Board
+Committee Charters 
+The Board has organized and formed three committees, the Audit
+Committee, the Compensation Committee and the Governance
+Committee. The Board has approved a committee charter for each
+committee that contains basic principles regarding the
+committee’s organization, purpose, authority and
+responsibilities. The performance of each committee is reviewed
+annually by committee members and the Board.
+Leadership 
+Since 1993, the Board has operated with an independent Lead
+Director, who is selected by the independent directors. The
+duties of the independent Lead Director include:
+(a) working closely with the Chairman regarding the agenda
+and scheduling for Board and committee meetings;
+(b) overseeing information sent to the Board;
+(c) presiding over executive sessions; (d) serving as
+a liaison between the Chairman and the independent Directors;
+(e) presiding over Board meetings in the absence of the
+Chairman; and (f) being available for consultation and
+communications with stockholders as appropriate.
+Attendance 
+The Board prides itself on its ability to recruit and retain
+directors who have a diversity of experience, who have the
+highest personal and professional integrity, who have
+demonstrated exceptional ability and judgment and who are
+effective (in conjunction with the other members of the Board)
+in collectively serving the long-term interests of the
+stockholders. Board and committee attendance is central to the
+proper functioning of the Board of Directors and is a priority.
+Directors are expected to make every effort to attend every
+Board meeting. Directors are also expected to attend the Annual
+Meeting of Stockholders in person. All 11 then-current directors
+attended the 2007 annual meeting.
+8
+Table of Contents 
+Communication
+with the Board 
+Stockholders and interested parties may communicate with members
+of Wolverine’s Board of Directors through various links
+provided on the Corporate Governance section of the Investors
+section of Wolverine’s website at
+www.wolverineworldwide.com or by sending correspondence
+to the Board, a specific Board committee or a Board member
+c/o General 
+Counsel, Wolverine World Wide, Inc., 9341 Courtland Drive, N.E.,
+Rockford, Michigan 49351. Any communications submitted by any of
+the above means (or the means described below) are received by
+Wolverine’s General Counsel and forwarded to the
+appropriate person or persons. Complaints or concerns regarding
+Wolverine’s financial statements and accounting, auditing,
+internal control and reporting practices can be reported to the
+audit committee (including anonymous and confidential
+submissions) by sending an
+e-mail to
+financialconcerns@wwwinc.com or by writing to the audit
+committee
+c/o the 
+General Counsel at the above address.
+Board and
+Company Culture 
+Wolverine’s comprehensive governance guidelines and
+principles are coupled with a robust, open and effective Board
+environment that promotes respect, trust and candor, fosters a
+culture of open dissent and permits each director to express
+opinions and contribute to the Board process. Directors are
+expected to have unrestricted access to management and any
+company information they desire. The participation of Board
+members and the open exchange of opinions is further encouraged
+at the Board committee level through the periodic rotation of
+Board members among its standing committees. This open and
+candid operating environment is shared by management and the
+Board and is essential to fully realize the benefits of
+Wolverine’s formal governance guidelines, principles,
+charters and policies.
+9
+Table of Contents 
+Ownership
+of Wolverine Stock 
+Five
+Percent Stockholders 
+The following table sets forth information concerning the number
+of shares of Wolverine stock held by each entity known to
+Wolverine to be the beneficial owner of more than five percent
+of Wolverine’s outstanding shares of common stock:
+Five Percent Stockholders 
+Amount and Nature of Beneficial 
+Ownership of Common Stock 
+Shared Voting 
+Total 
+Name and Address 
+Sole Voting 
+Sole Dispositive 
+or Dispositive 
+Beneficial 
+Percent 
+of Beneficial Owner 
+Power 
+Power 
+Power 
+Ownership 
+of Class 
+Barclays Global Investors, NA(1)
+2,326,764
+3,034,322
+0
+3,034,322
+5.8
+45 Fremont Street 
+San Francisco, CA 94105
+Franklin Resources, Inc.(2)
+3,092,239
+3,092,239
+0
+3,092,239
+5.9
+One Franklin Parkway 
+San Mateo, CA 94403
+(1) 
+Based on information set forth in Schedule 13G filed
+February 5, 2008. The Schedule 13G indicates that
+Barclays Global Investors, NA and other related entities (some
+of which are investment advisors or banks) beneficially own, in
+the aggregate, 3,034,322 shares of Wolverine common stock. 
+(2) 
+Based on information set forth in Schedule 13G filed
+February 8, 2008. The Schedule 13G indicates that
+Franklin Resources, Inc. and one or more open- or close-end
+investment companies and other managed accounts that are
+investment management clients of investment managers that are
+direct and indirect subsidiaries of Franklin Resources, Inc.
+beneficially own, in the aggregate, 3,092,239. 
+10
+Table of Contents 
+Stock
+Ownership By Management 
+The following table sets forth the number of shares of common
+stock beneficially owned as of March 3, 2008, by each of
+Wolverine’s directors and nominees for director, each of
+the named executive officers and all of Wolverine’s
+directors, nominees for director and executive officers as a
+group. An asterisk in the column for “Percent of
+Class” means the individual beneficially owns less than one
+percent of the common stock:
+Stock Ownership By Management 
+Amount and Nature of Beneficial 
+Ownership of Common Stock(1) 
+Sole Voting 
+Shared Voting 
+Total 
+Name of 
+and Dispositive 
+or Dispositive 
+Stock 
+Beneficial 
+Percent 
+Beneficial Owner 
+Power 
+Power(2) 
+Options(3) 
+Ownership(3) 
+of Class 
+Jeffrey M. Boromisa
+—
+—
+10,736
+10,736
+*
+Kenneth A. Grady
+6,800
+—
+3,034
+9,834
+*
+William K. Gerber
+500
+—
+6,891
+7,391
+*
+Alberto L. Grimoldi
+10,168
+—
+42,784
+52,952
+*
+Stephen L. Gulis, Jr. 
+158,632
+1,890
+254,529
+415,051
+*
+David T. Kollat
+83,934
+—
+56,665
+140,599
+*
+Blake W. Krueger
+234,899
+—
+283,037
+517,936
+1.01
+Brenda J. Lauderback
+5,100
+—
+11,040
+16,140
+*
+Phillip D. Matthews(4)
+34,238
+—
+56,665
+90,903
+*
+David P. Mehney
+50,520
+49,250
+56,665
+156,435
+*
+Timothy J. O’Donovan
+309,510
+125,821
+502,351
+937,682
+1.83
+Nicholas P. Ottenwess
+33,291
+190
+85,961
+119,442
+*
+Shirley D. Peterson
+3,000
+—
+19,603
+22,603
+*
+Michael A. Volkema
+5,000
+—
+14,903
+19,903
+*
+James D. Zwiers
+37,641
+—
+32,842
+70,483
+*
+All directors and executive officers as a group
+980,233
+177,151
+1,437,706
+2,595,090
+5.07
+(1) 
+The numbers of shares stated are based on information provided
+by each person listed and include shares personally owned of
+record and shares that, under applicable regulations, are
+considered to be otherwise beneficially owned. 
+(2) 
+These numbers include shares over which the listed person is
+legally entitled to share voting or dispositive power by reason
+of joint ownership, trust or other contract or property right,
+and shares held by spouses, children or other relatives over
+whom the listed person may have influence by reason of
+relationship. 
+(3) 
+The numbers in the Stock Options column represent shares that
+may be acquired within 60 days after March 3, 2008, by
+the exercise of stock options granted under Wolverine’s
+various stock option plans. These numbers are also included in
+the Total Beneficial Ownership column. 
+(4) 
+Mr. Matthews pledged 34,238 shares of Wolverine common
+stock in connection with a post-paid variable forward sale
+contact entered into on February 15, 2007 with an
+unaffiliated third party buyer. 
+11
+Table of Contents 
+Executive
+Compensation 
+COMPENSATION

raw/filings/0000110471/2010/0000950123-11-021208/filing_metadata.csv

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+0000110471,WWW,WOLVERINE WORLD WIDE INC /DE/,10-K,2011-03-02,2011-01-01,2011-03-02T20:11:37.000Z,0000950123-11-021208,k50131e10vk.htm,FORM 10-K,5303791,1,0,https://www.sec.gov/Archives/edgar/data/110471/000095012311021208/k50131e10vk.htm,https://www.sec.gov/Archives/edgar/data/110471/000095012311021208/,2010,2010,1

raw/filings/0000110471/2010/0000950123-11-021208/item1.txt

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+Item 1. 
+Business 
+General 
+Wolverine World Wide, Inc. (the “Company”) is a
+leading marketer of branded casual, active lifestyle, work,
+outdoor sport and uniform footwear and apparel and accessories.
+The Company, a Delaware corporation, is the successor of a
+Michigan corporation of the same name, originally organized in
+1906, which in turn was the successor of a footwear business
+established in Grand Rapids, Michigan in 1883.
+Approximately 50 million pairs/units of the Company’s
+branded footwear and apparel were sold in the fiscal year ended
+January 1, 2011 (“fiscal 2010”) in approximately
+190 countries and territories around the world. The
+Company’s products generally feature contemporary styling
+with proprietary technologies designed to provide maximum
+comfort and performance. The products are marketed throughout
+the world under widely recognized brand names, including
+Bates ® ,
+Cat ® 
+Footwear,
+Chaco ® ,
+Cushe ® ,
+Harley-Davidson ® 
+Footwear, Hush
+Puppies ® ,
+HyTest ® ,
+Merrell ® ,
+Patagonia ® 
+Footwear,
+Sebago ® ,
+Soft
+Style ® 
+and
+Wolverine ® .
+The Company believes that its primary competitive advantages are
+its well-recognized brand names, its patented proprietary
+designs and comfort technologies, its wide range of distribution
+channels and its diversified manufacturing and sourcing base.
+Cat ® 
+is a registered trademark of Caterpillar Inc.,
+Harley-Davidson ® 
+is a registered trademark of H-D Michigan, Inc. and
+Patagonia ® 
+is a registered trademark of Patagonia, Inc.
+The Company’s products are sold at various price points
+under a variety of brand names designed to appeal to a wide
+range of consumers of casual, work and outdoor footwear. The
+Company’s wholesale footwear and apparel business is
+organized into four operating segments: (i) the Outdoor
+Group, consisting of
+Merrell ® ,
+Patagonia ® 
+and
+Chaco ® 
+footwear, and
+Merrell ® 
+brand apparel, (ii) the Wolverine Footwear Group,
+consisting of the
+Bates ® ,
+HyTest ® 
+and
+Wolverine ® 
+boots and shoes, and
+Wolverine ® 
+brand apparel, (iii) the Heritage Brands Group, consisting
+of
+Cat ® 
+footwear,
+Harley-Davidson ® 
+footwear and
+Sebago ® 
+footwear and apparel, and (iv) The Hush Puppies Group,
+consisting of Hush
+Puppies ® 
+footwear, Soft
+Style ® 
+footwear and
+Cushe ® 
+footwear. The Company also licenses some of its brands for use
+on non-footwear products.
+The Company’s Global Operations Group is responsible for
+manufacturing, sourcing, distribution and customer support for
+the Company’s business. The Company sells products in the
+United States, Canada and approximately 10 countries in Europe
+to a wide range of retail customers, including department
+stores, national chains, catalogs, specialty retailers, mass
+merchants and Internet retailers, and to governments and
+municipalities. Many of the retailers carrying Wolverine
+products operate multiple storefront locations. The
+Company’s products are marketed worldwide in a total of
+approximately 190 countries and territories through
+Company-owned wholesale and retail operations, licensees and
+distributors.
+For financial information regarding the Company, see the
+consolidated financial statements and the accompanying notes,
+which are attached as Appendix A to this
+Form 10-K. 
+The Company has one reportable segment, branded footwear,
+apparel, and licensing. The branded footwear, apparel, and
+licensing segment engages in manufacturing, sourcing, licensing,
+marketing and distributing branded footwear and apparel,
+including casual shoes and apparel, boots, uniform shoes, work
+shoes and rugged outdoor footwear and apparel. The
+Company’s other operating segments consist of its
+consumer-direct operations and leather and pigskin procurement
+operations, which are described below. Financial information
+regarding the Company’s reportable segment and other
+operating segments and financial information by geographic area
+is found in Note 9 to the consolidated financial statements
+of the Company that are attached as Appendix A to this
+Annual Report on
+Form 10-K. 
+Branded
+Footwear, Apparel and Licensing 
+The Company sources and markets a broad range of footwear
+styles, including shoes, boots and sandals under many
+recognizable brand names, including
+Bates ® ,
+Cat ® ,
+Chaco ® ,
+Cushe ® ,
+Harley-Davidson ® ,
+Hush
+Puppies ® ,
+HyTest ® ,
+Merrell ® ,
+Patagonia ® ,
+Sebago ® ,
+Soft
+Style ® 
+and
+Wolverine ® .
+The Company combines quality materials and skilled
+4
+Table of Contents 
+workmanship to produce footwear according to its specifications
+at both Company-owned and third-party manufacturing facilities.
+The Company also markets
+Merrell ® ,
+Sebago ® ,
+and
+Wolverine ® 
+brand apparel and accessories and licenses some of its brands
+for use on non-footwear products, including Hush
+Puppies ® 
+apparel, eyewear, watches, socks, handbags and plush toys and
+Wolverine ® 
+brand eyewear and gloves.
+The Company’s branded footwear, apparel, and licensing
+operating segments for fiscal 2010 are described below.
+1. 
+The Outdoor Group The Outdoor Group
+consists of
+Merrell ® 
+Footwear,
+Merrell ® 
+Apparel and Accessories,
+Patagonia ® 
+Footwear and
+Chaco ® 
+Footwear. Outdoor Group products include performance outdoor and
+hiking footwear, casual and after-sport footwear and performance
+and casual
+Merrell ® 
+apparel.
+Merrell ® 
+Footwear: The
+Merrell ® 
+footwear line consists primarily of technical hiking, rugged
+outdoor and outdoor-inspired casual footwear designed for
+backpacking, day hiking and everyday use. The
+Merrell ® 
+footwear line also includes the “After-Sport”
+category, incorporating
+Merrell ® 
+footwear’s technical hiking and outdoor expertise with
+Wolverine Performance
+Leathers tm 
+and other technical materials to create footwear with unique
+styling, performance and comfort features.
+Merrell ® 
+footwear products are sold primarily through sporting goods
+chains, outdoor specialty retailers, department stores, on-line
+retailers and catalogs.
+Merrell ® 
+footwear is marketed in approximately 150 countries and
+territories worldwide.
+Merrell ® 
+Apparel and Accessories: The
+Merrell ® 
+apparel line consists primarily of technical outdoor and
+outdoor-inspired casual apparel and performance socks. In
+addition to
+Merrell ® 
+apparel, the Outdoor Group markets
+Merrell ® 
+accessories, including packs, bags and luggage.
+Patagonia ® 
+Footwear: Pursuant to an agreement with Lost
+Arrow Corporation, the Company has the exclusive footwear
+marketing and distribution rights under
+Patagonia ® 
+and other trademarks. The
+Patagonia ® 
+footwear line focuses primarily on casual and outdoor
+performance footwear.
+Patagonia ® 
+is a registered trademark of Patagonia, Inc.
+Chaco ® 
+Footwear: The
+Chaco ® 
+brand, which the Company acquired in January 2009, was created
+to meet the needs of the whitewater enthusiast and continues to
+focus primarily on performance sandals for the outdoor
+enthusiast. In order to help evolve the brand into a four-season
+offering, the Company introduced closed-toe products in fall
+2010.
+Chaco ® 
+footwear is sold primarily through specialty outdoor retailers
+and department stores.
+2. 
+Wolverine Footwear Group The Wolverine
+Footwear Group markets footwear, apparel and accessories
+products under the
+Wolverine ® 
+brand and footwear under the
+Bates ® 
+and
+HyTest ® 
+brands. Wolverine Footwear Group products incorporate
+performance and comfort features to serve a variety of work,
+outdoor and lifestyle functions.
+Wolverine ® 
+Footwear: The
+Wolverine ® 
+brand offers high quality work boots and shoes that incorporate
+innovative technologies to deliver comfort and durability. The
+Wolverine ® 
+brand, which has been in existence for 128 years, markets
+work and outdoor footwear in three categories: (i) work and
+industrial; (ii) outdoor sport; and (iii) rugged
+casual. The development of
+DuraShocks ® ,
+MultiShox ® ,
+Wolverine
+Fusion ® 
+and Wolverine
+Compressor ® 
+technologies as well as the development of the Contour
+Welt ® 
+line have allowed the
+Wolverine ® 
+brand to introduce a broad line of work footwear with a focus on
+comfort. The
+Wolverine ® 
+work product line features work boots and shoes with protective
+features such as toe caps, metatarsal guards and electrical
+hazard protection; the target consumers for the
+Wolverine ® 
+work product line are industrial and farm workers. The
+Wolverine ® 
+rugged casual and outdoor sport product lines incorporate
+DuraShocks ® ,
+Wolverine
+iCS tm 
+and other technologies and comfort features into products
+designed for casual and outdoor sport use. The target consumers
+for the
+5
+Table of Contents 
+rugged casual line products have active lifestyles. The outdoor
+sport line is designed to meet the needs of hunters, fishermen
+and other active outdoor sports enthusiasts.
+Wolverine ® 
+Apparel and Licensing: The Wolverine Footwear
+Group markets a line of work and rugged casual
+Wolverine ® 
+brand apparel. In addition, the Company licenses its
+Wolverine ® 
+brand for use on eyewear and gloves.
+Bates ® 
+Uniform Footwear: The Bates Uniform Footwear
+Division is a leader in supplying footwear to military and
+civilian uniform users. The Bates Uniform Footwear Division
+utilizes
+DuraShocks ® ,
+DuraShocks
+SR tm ,
+CoolTech , Wolverine
+iCS tm 
+and other proprietary comfort technologies in the design of its
+military-style boots and oxfords. The Bates Uniform Footwear
+Division contracts with the U.S. Department of Defense and
+the military branches of several foreign countries to supply
+military footwear. Civilian uniform users include individuals in
+police, security, postal, restaurant and other industrial
+occupations. The Bates Uniform Footwear Division’s products
+are also distributed through specialty retailers and catalogs.
+HyTest ® 
+Safety Footwear: The
+HyTest ® 
+product line consists primarily of high-quality work boots and
+shoes that incorporate various specialty safety features
+designed to protect against hazards of the workplace, including
+steel toe, composite toe, metatarsal guards, and electrical
+hazard, static dissipating and conductive footwear.
+HyTest ® 
+footwear is distributed primarily through a network of
+independently owned
+Shoemobile ® 
+mobile truck retail outlets providing direct sales of the
+Company’s occupational and work footwear brands to workers
+at industrial facilities and also through direct sales
+arrangements with large industrial customers.
+3. 
+The Heritage Brands Group The Heritage
+Brands Group consists of
+Cat ® 
+Footwear,
+Harley-Davidson ® 
+Footwear and the
+Sebago ® 
+product line.
+Cat ® 
+Footwear: Pursuant to a license arrangement
+with Caterpillar Inc., the Company has exclusive footwear
+marketing and distribution rights under
+Caterpillar ® ,
+Cat ® ,
+Cat & Design, Walking
+Machines ® 
+and other trademarks. The Company believes the association with
+Cat ® 
+equipment encourages customers to characterize the footwear as
+high-quality, rugged and durable.
+Cat ® 
+brand footwear products include work boots and shoes, sport
+boots, rugged casual and lifestyle footwear, including lines of
+work and casual footwear featuring
+iTechnology tm 
+and Hidden
+Tracks ® 
+comfort features.
+Cat ® 
+footwear targets work and industrial users and active lifestyle
+users.
+Cat ® 
+footwear is marketed in approximately 145 countries and
+territories worldwide.
+Cat ® ,
+Caterpillar ® ,
+Cat & Design and Walking
+Machines ® 
+are registered trademarks of Caterpillar Inc.
+Harley-Davidson ® 
+Footwear: Pursuant to a license arrangement
+with the Harley-Davidson Motor Company, the Company has the
+exclusive footwear marketing and distribution rights for
+Harley-Davidson ® 
+branded footwear.
+Harley-Davidson ® 
+branded footwear products include motorcycle, casual, fashion,
+work and western footwear for men, women and children.
+Harley-Davidson ® 
+footwear is sold globally through a network of independent
+Harley-Davidson ® 
+dealerships, department stores and specialty retailers.
+Harley-Davidson ® 
+is a registered trademark of H-D Michigan, Inc.
+Sebago ® : The
+Sebago ® 
+product line has been marketed since 1946 and consists primarily
+of performance nautical and American-inspired casual footwear
+for men and women, such as boat shoes and hand sewn loafers.
+Highly recognized
+Sebago ® 
+line extensions include Sebago
+Docksides tm ,
+Drysides tm 
+and Athletic Marine. The
+Sebago ® 
+product line is marketed in approximately 125 countries and
+territories worldwide. The
+Sebago ® 
+manufacturing and design tradition of quality components,
+durability, comfort and “Americana” heritage is
+further supported by targeted distribution to better-grade
+independent, marine and department store retailers throughout
+the world. The Company also markets a classic and marine
+Sebago ® 
+apparel line.
+6
+Table of Contents 
+4. 
+The Hush Puppies Group 
+Hush
+Puppies ® : Since
+1958, the Hush
+Puppies ® 
+brand has been a leader in casual footwear. The brand offers
+shoes, sandals and boots for men, women and children, and is
+marketed in approximately 140 countries and territories. The
+modern styling is complemented by a variety of comfort features
+and proprietary technologies that have earned the brand its
+reputation for comfort, style and value. In addition, the
+Hush
+Puppies ® 
+brand is licensed for use on certain items, including apparel,
+eyewear, handbags, socks, watches and plush toys.
+Soft
+Style ® : The
+Soft
+Style ® 
+product line consists primarily of women’s dress and casual
+footwear.
+Cushe ® : The
+Cushe ® 
+business was acquired in January 2009 and focuses on relaxed,
+design-led footwear for active men and women. The
+Cushe ® 
+Footwear business targets younger adult consumers and
+better-grade retailers with products ranging from sport casual
+footwear to sandals.
+Cushe ® 
+is marketed under three primary collections: Universal Traveler,
+Urban Safari and Coastal Supremacy.
+Other
+Businesses 
+In addition to its branded footwear, apparel and licensing
+operations, the Company also (i) operates 81 retail stores
+in North America and 7 retail stores in the United Kingdom that
+feature footwear and apparel, (ii) operates a performance
+leathers business through its Wolverine Leathers Division; and
+(iii) purchased and cured raw pigskins for sale to various
+customers through its wholly-owned subsidiary, Wolverine
+Procurement, Inc.
+1. 
+Wolverine Retail The Company’s
+consumer-direct business operates 81 North American and
+7 United Kingdom-based retail stores as of February 2011.
+These stores are operated under the Hush
+Puppies ® ,
+Hush Puppies and
+Family SM ,
+Track’N
+Trail ® ,
+Rockford Footwear
+Depot ® 
+and
+Merrell ® 
+names. The Rockford Footwear
+Depot ® ,
+Track’N
+Trail ® ,
+Hush
+Puppies ® 
+and Hush Puppies and
+Family SM 
+retail formats carry a large selection of Company-branded
+products, featuring such brands as
+Wolverine ® ,
+Merrell ® ,
+Hush
+Puppies ® ,
+Cat ® ,
+Chaco ® ,
+Cushe ® ,
+Patagonia ® ,
+Sebago ® 
+and
+Harley-Davidson ® .
+The Company also operates
+Merrell ® 
+concept stores and Hush
+Puppies ® 
+concept stores, providing a platform to showcase these brands
+exclusively. In addition, the Company operates 38
+consumer-direct retail websites, including, www.merrell.com,
+www.wolverine.com, www.hushpuppies.com , www.chacousa.com,
+www.cushe.com, www.catfootwear.com , www.sebago.com, and
+www.batesfootwear.com .
+2. 
+The Wolverine Leathers Division The
+Wolverine Leathers Division markets pigskin leather primarily
+for use in the footwear industry. The Company believes pigskin
+leather offers superior performance and other advantages over
+cowhide leather. The Company’s waterproof and stain
+resistant leathers are featured in some of the Company’s
+footwear lines and many products offered by the Company’s
+international licensees and distributors.
+3. 
+Wolverine Procurement, Inc . Wolverine
+Procurement, Inc. performs skinning operations and purchases raw
+pigskins from third parties, which it cures and sells to outside
+customers for processing into pigskin leather products.
+Substantially all of the assets of Wolverine Procurement, Inc.
+were sold to a third-party buyer on December 29, 2010.
+Marketing 
+The Company’s marketing strategy is to develop
+brand-specific plans and related promotional materials for
+U.S. and international markets to foster a consistent
+message for each of the Company’s core brands. Each brand
+group has dedicated marketing personnel who develop the
+marketing strategy for brands within that group. Marketing
+campaigns and strategies vary by brand and are designed to
+target accounts
+and/or end
+users as the brand groups
+7
+Table of Contents 
+strive to increase awareness of, and affinity for, the
+Company’s brands. The Company’s advertisements
+typically emphasize fashion, comfort, quality, durability,
+functionality and other performance and lifestyle aspects of the
+Company’s products. Components of the brand-specific plans
+vary and may include print, radio and television advertising,
+social networking sites, event sponsorships, in-store
+point-of-purchase 
+displays, promotional materials, and sales and technical
+assistance.
+The Company’s brand groups provide its licensees and
+distributors with creative direction, brand images and other
+materials to convey consistent brand messaging, including
+(i) direction on the categories of footwear to be promoted,
+(ii) photography and layouts, (iii) broadcast
+advertising, including commercials and film footage,
+(iv) point-of-purchase 
+presentation specifications, blueprints and packaging,
+(v) sales materials and (vi) consulting services
+regarding retail store layout and design. The Company believes
+its brand names provide it with a competitive advantage and the
+Company makes significant expenditures on marketing and
+promotion to support the position of its products and enhance
+brand awareness.
+Domestic
+Sales and Distribution 
+The Company uses a wide variety of domestic distribution
+channels and strategies to distribute its branded products:
+• 
+The Company uses a dedicated sales force and customer service
+team, advertising and
+point-of-purchase 
+support and maintains in-stock inventories to service
+consumer-direct business, department stores, national chains,
+specialty retailers, catalogs, independent retailers and uniform
+outlets.
+• 
+Volume direct programs ship products directly to the retail
+customer without going through a Company distribution center and
+provide products at competitive prices with limited marketing
+support. The Company uses these programs to service major
+retail, catalogs, mass merchant and government customers.
+• 
+A network of independent
+Shoemobile ® 
+distribution outlets distributes the Company’s work and
+occupational footwear at industrial facilities.
+• 
+The Company solicits all branches of the United States military
+and submits bids for contracts to supply specific footwear
+products. Such contracts typically contain future purchase
+options that are not required to be exercised.
+In addition to its wholesale activities, the Company also
+operates a consumer-direct business as described above. The
+Company continues to develop new programs, both independently
+and in conjunction with its consumer-direct customers, for the
+distribution of its products.
+A broad distribution base insulates the Company from dependence
+on any one customer. No customer of the Company accounted for
+more than 10% of the Company’s revenue in fiscal 2010.
+The Company experiences moderate fluctuations in sales volume
+during the year as reflected in quarterly revenue (and taking
+into consideration the 16 weeks or 17 weeks included
+in the Company’s fourth accounting quarter versus the
+12 weeks included in the first three accounting quarters).
+The Company expects current seasonal sales patterns to continue
+in future years. The Company also experiences some fluctuation
+in its levels of working capital, typically including an
+increase in working capital requirements near the end of the
+first and third quarters. The Company meets its working capital
+requirements through effective cash generation and, as needed, a
+revolving credit agreement.
+International
+Operations and Global Licensing 
+The Company’s foreign-sourced revenue is generated from a
+combination of (i) sales of branded footwear and apparel
+through the Company’s owned operations in Canada, the
+United Kingdom and approximately eight branch offices in Europe;
+(ii) sales to third-party distributors for certain markets
+and businesses; and (iii) royalty income from a network of
+third-party licensees and distributors. The Company’s owned
+operations are located in markets where the Company believes it
+can gain a strategic advantage by directly controlling the sale
+of its products into
+8
+Table of Contents 
+retail accounts. License and distribution arrangements enable
+the Company to develop sales in other markets without the
+capital commitment required to maintain related foreign
+operations, employees, inventories or localized marketing
+programs.
+The Company continues to develop its network of licensees and
+distributors to market its branded products. The Company assists
+its licensees in designing products that are appropriate to each
+foreign market, but consistent with the global brand position.
+Pursuant to distribution or license agreements, third-party
+licensees and distributors either purchase goods from the
+Company or authorized third-party manufacturers or manufacture
+branded products consistent with Company standards. Distributors
+and licensees are responsible for independently marketing and
+distributing Company branded products in their respective
+territories, with product and marketing support from the Company.
+Manufacturing
+and Sourcing 
+The Company directly controls the majority of the units of
+footwear and apparel manufactured or sourced under the
+Company’s brand names. The balance is controlled directly
+by the Company’s licensees. A substantial majority of the
+units sourced
+and/or 
+manufactured by the Company are purchased or sourced from third
+parties, with the remainder produced at Company-owned
+facilities. The Company sources a majority of its footwear from
+numerous third-party manufacturers in the Asia-Pacific region,
+South America and India. The Company maintains offices in the
+Asia-Pacific region to facilitate and develop strategies for the
+sourcing and importation of quality footwear and apparel. The
+Company has established guidelines for each of its third-party
+manufacturers in order to monitor product quality, labor
+practices and financial viability. The Company has adopted
+“Engagement Criteria for Partners &
+Sources,” a policy that requires that the Company’s
+domestic and foreign manufacturers, licensees and distributors
+use ethical business standards; comply with all applicable
+health and safety laws and regulations; commit to use
+environmentally safe practices; treat employees fairly with
+respect to wages, benefits and working conditions; and not use
+child or prison labor. Footwear produced by the Company is
+manufactured at Company-operated facilities located in Michigan
+and the Dominican Republic.
+The Company’s owned manufacturing operations allow the
+Company to (i) reduce its production lead time, enabling it
+to more quickly respond to market demand and reduce inventory
+risk, (ii) lower freight, shipping and duty costs for sales
+to certain markets, and (iii) more closely monitor product
+quality. The Company’s third-party sourcing strategy allows
+the Company to (i) benefit from lower manufacturing costs
+and
+state-of-the-art 
+manufacturing facilities, (ii) source high quality raw
+materials from around the world, and (iii) avoid capital
+expenditures necessary for additional owned factories. The
+Company believes that its overall global manufacturing strategy
+provides the flexibility to properly balance the need for timely
+shipments, high quality products and competitive pricing.
+The Company’s principal required raw material is quality
+leather, which it purchases from a select group of domestic and
+foreign suppliers. The global availability of common upper
+materials and specialty leathers eliminates any reliance by the
+Company on a sole supplier.
+The Company currently purchases all of the raw pigskins used for
+its Wolverine Leathers Division from one domestic source, which
+has been a reliable and consistent supplier for over
+30 years. Alternative sources of raw pigskin are available,
+but with less advantageous pricing, quality and compatibility
+with the Company’s processing method. The Company purchases
+all of its other raw materials and component parts from a
+variety of sources and does not believe that any of these
+sources are a dominant supplier.
+The Company is subject to the normal risks of doing business
+abroad due to its international operations, including the risk
+of expropriation, acts of war or terrorism, political
+disturbances and similar events, the imposition of trade
+barriers, quotas, tariffs and duties, loss of most favored
+nation trading status and currency and exchange rate
+fluctuations. With respect to international sourcing activities,
+management believes that over a period of time, it could arrange
+adequate alternative sources of supply for the products
+currently obtained from its foreign suppliers, but that a
+sustained disruption of such sources of supply could have an
+adverse impact on the Company’s results of operations and
+financial position.
+9
+Table of Contents 
+Trademarks,
+Licenses and Patents 
+The Company holds a significant portfolio of registered and
+common law trademarks that identify its branded products. The
+Company’s owned trademarks include Hush
+Puppies ® ,
+Wolverine ® ,
+Bates ® ,
+Cushe ® ,
+Chaco ® ,
+Soft
+Style ® ,
+Wolverine
+Fusion ® ,
+DuraShocks ® ,
+MultiShox ® ,
+Wolverine
+Compressor ® ,
+Hidden
+Tracks ® ,
+iTechnology tm ,
+Bounce ® ,
+Comfort
+Curve ® ,
+HyTest ® ,
+Merrell ® ,
+M Circle Design (registered design trademark),
+Continuum ® ,
+Sebago ® ,
+Q
+Form ® 
+and Track ’N
+Trail ® .
+The Company’s Wolverine Leathers Division markets its
+pigskin leathers under the trademarks Wolverine Warrior
+Leather ® ,
+Weather
+Tight ® 
+and All Season Weather
+Leathers tm .
+The Company has exclusive footwear marketing and distribution
+rights under the
+Cat ® ,
+Harley-Davidson ® and
+Patagonia ® 
+trademarks pursuant to license arrangements with the respective
+trademark owners. The
+Cat ® ,
+Harley-Davidson ® ,
+and
+Patagonia ® 
+licenses extend for five or more years and are subject to early
+termination for breach.
+The Company believes that consumers identify its products by the
+Company’s trademarks and that its trademarks are valuable
+assets. The Company is not aware of any infringing uses or any
+prior claims of ownership of its trademarks that could
+materially affect its current business. The Company has a policy
+of registering its primary trademarks and vigorously defending
+its trademarks against infringement or other threats whenever
+practicable. The Company also holds many design and utility
+patents, copyrights and various other proprietary rights. The
+Company vigorously protects its proprietary rights under
+applicable laws.
+Order
+Backlog 
+At February 19, 2011, the Company had an order backlog of
+approximately $628 million compared to an order backlog of
+approximately $424 million at February 20, 2010,
+determined on a consistent basis. All of the backlog relates to
+orders for products expected to be shipped in 2011. Orders in
+the backlog are subject to cancellation by customers and to
+changes in planned customer demand or at-once orders. The
+backlog at any particular time is affected by a number of
+factors, including seasonality, retail conditions, expected
+customer demand, product availability and the schedule for the
+manufacture and shipment of products. Accordingly, a comparison
+of backlog from period to period is not necessarily meaningful
+and may not be predictive of eventual actual shipments.
+Competition 
+The Company markets its footwear and apparel lines in a highly
+competitive and fragmented environment. The Company competes
+with numerous domestic and international marketers and
+importers, some of which are larger and have greater resources
+than the Company. The Company has at least forty major
+competitors for its brands of footwear and apparel. Product
+performance and quality, including technological improvements,
+product identity, competitive pricing and ability to control
+costs, and the ability to adapt to style changes are all
+important elements of competition in the footwear and apparel
+markets served by the Company. The footwear and apparel
+industries in general are subject to changes in consumer
+preferences. The Company strives to maintain its competitive
+position through promotions designed to increase brand
+awareness, manufacturing and sourcing efficiencies, and the
+style, comfort and value of its products. Future sales by the
+Company will be affected by its continued ability to sell its
+products at competitive prices and to meet shifts in consumer
+preferences.
+Because of the lack of reliable published statistics, the
+Company is unable to state with certainty its competitive
+position in the footwear and apparel industries. Market shares
+in the non-athletic footwear and apparel industry are highly
+fragmented and no one company has a dominant market position.
+Research
+and Development 
+In addition to normal and recurring product development, design
+and styling activities, the Company engages in research and
+development activities related to the development of new
+production techniques and to the improvement of the function,
+performance, reliability and quality of its branded footwear and
+other products. For example, the Company’s continuing
+relationship with the Biomechanics Evaluation Laboratory at
+Michigan
+10
+Table of Contents 
+State University has helped validate and refine specific
+biomechanical design concepts, such as
+Bounce ® ,
+DuraShocks ® 
+and Hidden
+Tracks ® 
+comfort technologies, which have been incorporated in the
+Company’s footwear. While the Company expects to continue
+to be a leading developer of footwear innovations, research and
+development costs do not represent a material portion of
+operating expenses.
+Environmental
+Matters 
+Compliance with domestic and foreign federal, state and local
+requirements regulating the discharge of materials into the
+environment, or otherwise relating to the protection of the
+environment have not had, nor are they expected to have, any
+material effect on the capital expenditures, earnings or
+competitive position of the Company. The Company uses and
+generates certain substances and wastes that are regulated or
+may be deemed hazardous under certain federal, state and local
+regulations with respect to the environment. The Company works
+with domestic and foreign federal, state and local agencies from
+time to time to resolve cleanup issues at various waste sites
+and other regulatory issues.
+Employees 
+As of January 1, 2011, the Company had approximately 4,139
+domestic and foreign production, office and sales employees.
+Approximately 51 employees were covered by a single union
+contract that expires on March 31, 2011. The Company
+presently considers its employee relations to be good.
+Available
+Information 
+Information about the Company, including the Company’s Code
+of Conduct & Compliance, Corporate Governance
+Guidelines, Director Independence Standards, Accounting and
+Finance Code of Ethics, Audit Committee Charter, Compensation
+Committee Charter, and Governance Committee Charter, is
+available at its website at
+www.wolverineworldwide.com/investor-relations/corporate-governance .
+Printed copies of the documents listed above are available,
+without charge, by writing to the Company at 9341 Courtland
+Drive, N.E., Rockford, Michigan 49351, Attention: General
+Counsel.
+The Company also makes available on or through its website, free
+of charge, the Company’s Annual Report on
+Form 10-K, 
+quarterly reports on
+Form 10-Q 
+and current reports on
+Form 8-K, 
+and amendments to those reports (along with certain other
+Company filings with the Securities and Exchange Commission
+(“SEC”)) as soon as reasonably practicable after
+electronically filing such material with, or furnishing it to,
+the SEC. These materials are also accessible on the SEC’s
+website at www.sec.gov .

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+Item 13. 
+Certain
+Relationships and Related Transactions, and Director
+Independence 
+The information contained under the caption “Related Party
+Matters” under the subheadings “Certain Relationships
+and Related Transactions” and “Related Person
+Transactions Policy” contained in the Definitive Proxy
+Statement of the Company with respect to the Annual Meeting of
+Stockholders to be held on April 21, 2011, is incorporated
+herein by reference. The information contained under the caption
+“Corporate Governance” under the subheading
+“Director Independence” contained in the Definitive
+Proxy Statement of the Company with respect to the Annual
+Meeting of Stockholders to be held on April 21, 2011, is
+incorporated herein by reference.

raw/filings/0000110471/2010/0000950123-11-021208/item9a.txt

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+Item 9A. 
+Controls
+and Procedures 
+Evaluation
+of Disclosure Controls and Procedures 
+An evaluation was performed under the supervision and with the
+participation of the Company’s management, including the
+Chief Executive Officer and Chief Financial Officer, of the
+effectiveness of the design and operation of the Company’s
+disclosure controls and procedures. Based on and as of the time
+of such evaluation, the Company’s management, including the
+Chief Executive Officer and Chief Financial Officer, concluded
+that the Company’s disclosure controls and procedures were
+effective as of the end of the period covered by this report.
+Management’s
+Report on Internal Control Over Financial Reporting 
+Management is responsible for establishing and maintaining
+adequate internal control over financial reporting, as such term
+is defined in Securities Exchange Act
+Rule 13a-15(f). 
+Under the supervision and with the participation of management,
+including our Chief Executive Officer and Chief Financial
+Officer, we conducted an evaluation of the effectiveness of
+internal control over financial reporting as of January 1,
+2011, based on the framework in Internal Control —
+Integrated Framework issued by the Committee of Sponsoring
+Organizations of the Treadway Commission (“COSO”).
+Based on that evaluation, management concluded that internal
+control over financial reporting was effective as of
+January 1, 2011.
+The effectiveness of the Company’s internal control over
+financial reporting as of January 1, 2011, has been audited
+by Ernst & Young LLP, an independent registered public
+accounting firm, as stated in its report, which is included in
+Appendix A and is incorporated into this Item 9A by
+reference.
+Changes
+in Internal Control Over Financial Reporting 
+There was no change in the Company’s internal control over
+financial reporting that occurred during the sixteen-week period
+ended January 1, 2011 that has materially affected, or that
+is reasonably likely to materially affect, the Company’s
+internal control over financial reporting.

raw/filings/0000110471/2010/0000950123-11-021208/rpt_disclosure.txt

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+Certain Relationships and Related Transactions 
+Wolverine Worldwide has entered into agreements with Grimoldi, S.A., an Argentinean corporation of which Mr. Alberto L. Grimoldi, a
+director of Wolverine Worldwide, is chairman and a 35% shareholder. The agreements grant Grimoldi, S.A. the exclusive rights to distribute and sell footwear products in Argentina under the Hush Puppies ® , Caterpillar ® , and Patagonia ® brand names, and footwear and apparel under the Merrell ® brand name. Grimoldi, S.A. or its subsidiary purchases products, samples, footwear components, advertising materials and miscellaneous items from Wolverine Worldwide
+or pays Wolverine Worldwide royalties and certain sublicense fees based on sales or purchases of products in Argentina. Grimoldi, S.A. was obligated to pay Wolverine Worldwide purchase prices, royalties, sublicense fees, service fees and interest
+relating to purchases made or royalties and fees incurred in fiscal year 2011 totaling $5,462,805. All of the transactions described above occurred pursuant to continuing contractual arrangements between Wolverine Worldwide and Grimoldi, S.A.
+Wolverine Worldwide expects similar transactions to occur between Grimoldi, S.A. and Wolverine Worldwide and its subsidiaries during 2012. 
+In the
+ordinary course of its business, Wolverine Worldwide purchases promotional merchandise for use in connection with the sale of its products. In fiscal year 2011, Wolverine Worldwide purchased promotional merchandise from Bullseye Group, LLC totaling
+$217,863. One-third of Bullseye Group, LLC is owned by Daniel Mehney, the son of David P. Mehney, a director of Wolverine Worldwide. Wolverine Worldwide anticipates purchasing promotional materials from Bullseye Group, LLC in 2012. 
+The Governance Committee reviewed and approved or ratified each of these transactions in accordance with Wolverine Worldwide’s related person transactions
+policy, as described below. 
+Related Person Transactions Policy 
+Wolverine Worldwide’s Board adopted written policies and procedures regarding related person transactions. They require the Governance Committee to review and either approve or disapprove the Company entering
+into any Interested Transactions (defined below). If advance approval is not feasible, then the Governance Committee must review and ratify the Interested Transaction at its next meeting. 
+Interested Transaction 
+Any transaction, arrangement or relationship or series of similar
+transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which: 
+(1) the aggregate amount involved is or is expected
+to exceed $100,000 since the beginning of Wolverine Worldwide’s last completed fiscal year; 
+(2) Wolverine Worldwide is a participant;
+and 
+(3) any Related Person (defined
+below) has or will have a direct or indirect interest (other than solely as a result of being a director or less than ten percent beneficial owner of another entity). 
+Related Person 
+Any: 
+(a) person who is or was at any point during the
+last fiscal year for which Wolverine Worldwide filed a Form 10-K and proxy statement, an executive officer, director or nominee for election as a director; 
+(b) greater than five percent beneficial owner of
+Wolverine Worldwide’s common stock; or 
+(c) immediate family member * of any of the foregoing. 
+* 
+Immediate family member includes a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in- law, sons- and daughters-in-law, and
+brothers- and sisters-in-law and anyone residing in such person’s home (other than a tenant or employee). 
+The Governance Committee
+considers whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances, the extent of the Related Person’s interest in the
+Page 63 
+Table of Contents 
+Wolverine Worldwide Notice of 2012 Annual Meeting of Stockholders and Proxy Statement 
+transaction, and other factors that it deems relevant. No director participates in any discussion or approval of an Interested Transaction for which he or she is a Related Person, except to
+provide all material information to the Governance Committee. 
+The following Interested Transactions are pre-approved under the policies and procedures:
+(a) 
+any transaction with another company where a Related Person’s only relationship is as an employee, director or beneficial owner of less than ten percent of that
+company’s shares, if the aggregate amount involved does not exceed the greater of $1,000,000, or two percent of that company’s total revenues. 
+(b) 
+any charitable contribution by Wolverine Worldwide to a charitable organization where a Related Person is an employee, if the aggregate amount involved does not exceed the lesser
+of $100,000, or two percent of the charitable organization’s total annual receipts. 
+ADDITIONAL
+INFORMATION 
+Stockholders List 
+A list of stockholders entitled to vote at the meeting will be available for review by Wolverine Worldwide stockholders at the office of R. Paul Guerre, Secretary,
+Wolverine World Wide, Inc., 9341 Courtland Drive, N.E., Rockford, Michigan 49351, during ordinary business hours for the 10-day period before the meeting. 
+Director and Officer Indemnification 
+The Company indemnifies its directors and NEOs to the fullest extent
+permitted by law so that they will be free from undue concern about personal liability in connection with their service to the Company.

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