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8-KThe WireRoutine

Company Update

Filed Nov 9, 2022 · 3y ago · Accession 0000110471-22-000076

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________________ FORM 8-K ________________________________________________   CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934   Date of Report (Date of earliest event reported): ( November 9, 2022 ) ________________________________________________    WOLVERINE WORLD WIDE, INC. (Exact name of registrant as specified in its charter)   Delaware 001-06024 38-1185150 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 9341 Courtland Drive N.E. , Rockford , Michigan 49351 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code:  (616) 866-5500 ________________________________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):   ☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol Name of each exchange on which registered Common Stock, $1 Par Value WWW New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨   Item 8.01 Other Events      On November 9, 2022, Wolverine World Wide, Inc. (the “Company”) announced certain organizational changes that effected the Company’s internal reporting and reportable segments occurring during the fourth quarter of fiscal 2022. In connection with these organizational changes, the Company's portfolio of brands was reorganized into three operating segments, which the Company has determined are reportable segments. The Company’s operating segments are determined based on how the Company's chief operating decision maker uses internal management reports to evaluate financial information, assess performance and make key operating decisions. As of the fourth quarter 2022, the Company’s reportable segments are now: • Active , consisting of Merrell ® footwear and apparel, Saucony ® footwear and apparel, Sweaty Betty ® activewear, and Chaco ® footwear; • Work , consisting of Wolverine ® footwear and apparel, Cat ® footwear, Bates ® uniform footwear, Harley-Davidson ® footwear and HyTest ® safety footwear; and; • Lifestyle , consisting of Sperry ® footwear, Keds ® footwear, and Hush Puppies ® footwear and apparel. Kids' footwear offerings from Saucony ® , Sperry ® , Keds ® , Merrell ® , Hush Puppies ® and Cat ® will be included with the applicable brand; prior to the fourth quarter of 2022, kids’ footwear offerings were included in the Wolverine Boston Group reportable segment. The Company also reports “Other” and “Corporate” categories. The Other category consists of the Company’s leather marketing operations, sourcing operations that include third-party commission revenues, multi-branded direct-to-consumer retail stores and the Stride Rite ® licensed business. The Corporate category consists of the Champion trademarks gain in 2022 and unallocated corporate expenses, such as corporate employee costs, costs related to the COVID-19 pandemic, intangible impairment and environmental and other related costs. Prior to the fourth quarter of 2022, the Company's reportable segments were: • Wolverine Michigan Group, consisting of Merrell ® footwear and apparel, Cat ® footwear, Wolverine ® footwear and apparel, Chaco ® footwear, Hush Puppie s ® footwear and apparel, Bates ® uniform footwear, Harley-Davidson ® footwear and Hytest ® safety footwear; and • Wolverine Boston Group, consisting of Sperry ® footwear, Saucony ® footwear and apparel, Keds ® footwear, and the Kids’ footwear business, which includes the Stride Rite ® licensed business, as well as Kids' footwear offerings from Saucony ® , Sperry ® , Keds ® , Merrell ® , Hush Puppies ® and Cat ® . Beginning with the fourth quarter of fiscal 2022, the Company’s consolidated financial statements will reflect the new reportable segment structure and prior periods will be adjusted to conform to the new presentation. The Company is filing this Current Report on Form 8-K to provide supplemental historical segment financial information for fiscal years 2021 and 2020, the first three quarters of fiscal 2022 and the fourth quarter of fiscal 2021 that conforms to the Company’s new reportable segment structure. This supplemental historical segment financial information is unaudited and may change in the course of quarterly reviews of the Company’s unaudited financial statements and the audit of the Company’s financial statements for fiscal year 2022. The changes in the reportable segment structure effected only the manner in which the results for the Company’s operating segments are reported. This Current Report on Form 8-K does not restate the Company’s previously reported consolidated statements of operations, balance sheets, statements of cash flows and statements of stockholders’ equity for any period. Nor does it reflect any subsequent information or events, other than as required to reflect the change in segments as described above. The information in this Current Report on Form 8-K should be read in conjunction with the Company’s Annual Reports on Form 10-K for fiscal years 2021 and 2020 and the Company’s interim filings for fiscal years 2022, 2021 and 2020 with the Securities and Exchange Commission. 2 The reportable segment results below for fiscal years 2021 and 2020 were recast to reflect the segment change that occurred in the fourth quarter of fiscal 2022.   (unaudited) Fiscal Year (In millions) 2021 2020 Revenue: Active $ 1,319.6  $ 909.3  Work 548.8  425.4  Lifestyle 477.0  407.0  Other 69.5  49.4  Total $ 2,414.9   $ 1,791.1   Segment operating profit (loss): Active $ 229.5  $ 164.1  Work 103.8  65.2  Lifestyle 67.5  34.2  Other 8.1  6.1  Corporate (253.2) $ (406.7) Total $ 155.7   $ (137.1) The reportable segment results below for the fourth quarter of 2021 and each quarter in fiscal 2022 were recast to reflect the segment change that occurred in the fourth quarter of fiscal 2022.   (unaudited) Quarter Ended (In millions) January 1, 2022 April 2, 2022 July 2, 2022 October 1, 2022 Revenue: Active $ 340.4  $ 346.1  $ 428.3  $ 398.2  Work 149.5  138.5  139.5  157.8  Lifestyle 126.9  108.1  121.1  117.7  Other 18.8  22.1  24.7  17.7  Total $ 635.6   $ 614.8   $ 713.6   $ 691.4   Segment operating profit (loss): Active $ 37.6  $ 53.2  $ 72.7  $ 54.9  Work 25.4  25.5  28.0  28.2  Lifestyle 18.4  13.2  16.6  13.4  Other 2.4  2.5  4.4  2.8  Corporate (92.5) $ (74.8) $ 46.2  $ (40.5) Total $ (8.7) $ 19.6   $ 167.9   $ 58.8   3 SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 9, 2022 WOLVERINE WORLD WIDE, INC. (Registrant)           /s/ Michael D. Stornant   Michael D. Stornant   Executive Vice President, Chief Financial Officer and Treasurer 4
Filing details
Ticker
WWW
CIK
110471
Form type
8-K
Filing date
Nov 9, 2022
Report date
Nov 9, 2022
Document
www-20221109.htm
Size
246 KB