SecProbe.io

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 June 30, 2025

Taryn Miller
Chief Financial Officer
Wolverine World Wide, Inc.
9341 Courtland Drive N.E.
Rockford, Michigan 49351

 Re: Wolverine World Wide, Inc.
 Form 10-K for the Fiscal Year Ended December 28, 2024
 File No. 001-06024
Dear Taryn Miller:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
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 Document June 16, 2025 VIA EDGAR Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Stephany Yang Kevin Woody Re: Wolverine World Wide, Inc. Form 10-K for the Fiscal Year Ended December 28, 2024 Response Dated May 22, 2025 File No. 001-06024 To the Staff of the Division of Corporate Finance: This is a response to the letter from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), dated June 2, 2025, regarding the Form 10-K for the fiscal year ended December 28, 2024 filed by Wolverine World Wide, Inc. (the “Company,” “Wolverine,” “we” or “us”), on February 20, 2025 (the “Form 10-K”). The Staff's comment is set forth below, followed by the Company's corresponding response. Response Letter Dated May 22, 2025 Company Response to Staff Comment 2, page 2 1. We note your response to prior comment 2 that reorganization costs include several types of costs including severance costs from the reductions in force; costs associated with office and distribution center closure, transition and relocation costs; and external consultant and legal fees for services related to the Transformation. Please provide us with quantification of the amounts related to each type of cost incurred. Additionally, we note your disclosure that the office and facility closures and relocations were a “material non-recurring event.” Please tell us if any of the costs included as a “reorganization cost” would be considered costs related to an exit or disposal cost obligations under the guidance in ASC 420. If so, please quantify these amounts, and tell us why the notes to the financial statements in the Form 10-K do not include the disclosures required under ASC 420-10-50-1. Response: We respectfully acknowledge the Staff’s comment. The following table summarizes the amounts for each type of reorganization cost incurred during the Company’s fiscal years 2023 and 2024 in connection with discrete efforts to stabilize and transform the Company (the “Transformation”): Fiscal Year (In millions) 2024 2023 Severance costs from reduction in force $ 17.0  $ 30.4  External consultant and legal fees 2.6  15.4  Office and distribution center closure, transition and relocation 9.0  1.3  Reorganization costs $ 28.6  $ 47.1  WOLVERINE WORLD WIDE, Inc. wolverineworldwide.com 9341 Courtland Drive NE Rockford MI 49351 T 616 866 5500 U.S. Securities and Exchange Commission June 16, 2025 Page 2 Charges categorized as severance costs from a reduction in force consist primarily of severance payments made to employees who were terminated in connection with the Transformation. Management decisions regarding workforce reductions are made in response to changes in the Company’s business environment as they occur and are therefore difficult to predict. These actions were approved during the course of the Transformation based on changing business conditions. The Company has a past history of providing the same types of benefits to employees after employment. The amounts of the benefits provided to these employees is determined using a formula applied consistently (or based on statutorily required minimum payments, when applicable) to affected employees. As a result, these severance costs were incurred under an ongoing benefit arrangement that is accounted for under ASC 712 and would not be considered costs related to an exit or disposal cost obligation under the guidance in ASC 420. Charges categorized as external consultant fees related to the use of third-party consultants to assist in the development of new tools and build capabilities within our sourcing organization. Legal fees were costs incurred with external legal advisors in connection with employee terminations and business divestitures that were disclosed in Footnote 20 to the consolidated financial statements included in the Form 10-K. The Company has accounted for these costs as incurred and believes these would not be considered costs related to an exit or disposal cost obligation under the guidance in ASC 420. Charges categorized as office and facility closure and relocation costs represent costs associated with the consolidation of corporate office space, including: vacating office space located in Boston, MA, which caused the Company to move some functions to the Company’s corporate headquarters in Rockford, MI, and other functions to a newly established innovation hub for product development; and consolidating three U.S. distribution centers into two U.S. distribution centers. The costs to relocate employees and exit these facilities are considered exit or disposal cost obligations and subject to the guidance in ASC 420-10-15-3(c). ASC 420-15-50-1 requires disclosure of material exit and disposal activities and related costs. In its consideration of the disclosure requirements of ASC 420-10-50-1, the Company considered the costs were expensed as incurred, the classification of these costs was neither complex nor an accounting matter that involved significant judgment and were neither indicative of nor related to the Company’s ongoing business strategy. Based on these considerations, the Company concluded that these costs were not material to the Company’s financial statements taken as a whole. The materiality assessment included both quantitative and qualitative considerations. Accordingly, the Company believes it was not necessary to include disclosure in the notes to the consolidated financial statements included in the Form 10-K relating to these facility closure and relocation activities and related costs. The majority of the Company’s office and distribution center Transformation activities were completed by the end of fiscal year 2024 and the Company does not expect to incur material exit and disposal costs in fiscal year 2025. Although the charges referenced in the preceding paragraph are not material to the periods presented in the consolidated financial statements included in the Form 10-K, the Company acknowledges that similar charges may be material in the future. The Company therefore advises the Staff that in future filings, it will include any disclosures required by ASC 420-10-50-1 for material charges that are subject to the guidance in ASC 420. If you should have any questions or further comments with respect to the Form 10-K, please direct them to me by phone at (616) 863-4268 or by email at Taryn.Miller@wwwinc.com. Sincerely, /s/ Taryn L. Miller Taryn L. Miller Chief Financial Officer and Treasurer

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 June 2, 2025

Taryn Miller
Chief Financial Officer
Wolverine World Wide, Inc.
9341 Courtland Drive N.E.
Rockford, Michigan 49351

 Re: Wolverine World Wide, Inc.
 Form 10-K for the Fiscal Year Ended December 28, 2024
 Response Dated May 22, 2025
 File No. 001-06024
Dear Taryn Miller:

 We have reviewed your May 22, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our April 3,
2025 letter.

Response Letter Dated May 22, 2025
Company Response to Staff Comment 2, page 2

1. We note your response to prior comment 2 that reorganization costs
include several
 types of costs including severance costs from the reductions in force;
costs associated
 with office and distribution center closure, transition and relocation
costs; and external
 consultant and legal fees for services related to the Transformation.
Please provide us
 with quantification of the amounts related to each type of cost
incurred. Additionally,
 we note your disclosure that the office and facility closures and
relocations were a
 material non-recurring event. Please tell us if any of the costs
included as a
 reorganization cost would be considered costs related to an exit
or disposal cost
 obligations under the guidance in ASC 420. If so, please quantify these
amounts, and
 tell us why the notes to the financial statements in the Form 10-K do
not include the
 disclosures required under ASC 420-10-50-1.
 June 2, 2025
Page 2

 Please contact Stephany Yang at 202-551-3167 or Kevin Woody at
202-551-3629 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
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 Document May 22, 2025 Confidential Treatment Requested by Wolverine World Wide, Inc. Pursuant to 17 C.F.R. § 200.83 For Portions of This Letter Described Below VIA EDGAR Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Stephany Yang Kevin Woody Re: Wolverine World Wide, Inc. Form 10-K for the Fiscal Year Ended December 28, 2024 Filed February 20, 2025 Form 8-K/A Furnished February 20, 2025 File No. 001-06024 To the Staff of the Division of Corporate Finance: This is a response to the letter from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), dated April 3, 2025, regarding the Form 10-K for the fiscal year ended December 28, 2024 filed by Wolverine World Wide, Inc. (the “Company,” “Wolverine,” “we” or “us”), on February 20, 2025 (the “Form 10-K”) and the Form 8-K/A furnished by the Company on February 20, 2025 (the "Form 8-K/A"). Pursuant to 17 C.F.R. § 200.83, we are requesting confidential treatment for portions of the Company’s response below reflecting information that has been provided supplementally. The Company requests that these portions, as indicated by “[***]”, be maintained in confidence, not be made part of any public record and not be disclosed to any person, as they contain confidential information, disclosure of which would cause the Company competitive harm. In the event that the Staff receives a request for access to the confidential portions herein, whether pursuant to the Freedom of Information Act (“FOIA”) or otherwise, the Company respectfully requests to be notified immediately so that the Company may further substantiate this request for confidential treatment. Please address any notification of a request for access to such documents to the undersigned, Taryn Miller, at (616) 863-4268 or by email at Taryn.Miller@wwwinc.com. Each of the Staff's comments are set forth below, followed by the Company's corresponding response. Form 10-K for the Fiscal Year Ended December 28, 2025 Consolidated Statements of Operations Page 36 1. We note your consolidated statements of operations include a line item for environmental and other related costs (income), net of recoveries and also note your disclosures in Note 17. Please tell us the nature of the environmental and other related costs (income), net of recoveries recorded in each of the reported periods including a description of material offsetting amounts, if any. WOLVERINE WORLD WIDE, Inc. wolverineworldwide.com 9341 Courtland Drive NE Rockford MI 49351 T 616 866 5500 U.S. Securities and Exchange Commission May 22, 2025 Page 2 Response: The environmental and other related costs (income), net of recoveries line item in the consolidated statement of operations comprises: (1) environmental remediation liability change in estimate, (2) changes in our accrual for litigation settlements, (3) insurance recoveries, and (4) external legal costs. All of the expenses and recoveries included in the environmental and other related costs (income), net of recoveries line item pertain to the environmental remediation and litigation matters described in Note 17. The environmental remediation liability change in estimate is the change in the Company’s remediation liability between the beginning and end of the fiscal year, as disclosed in the summary of the activity with respect to the Company’s environmental remediation reserve on page 66 of the Form 10-K. The change in the Company’s accrual for litigation settlements is the change in the Company's litigation accrual during the fiscal year, as disclosed in the third paragraph on page 66 of the Form 10-K. Insurance recoveries are recoveries the Company received under legacy insurance policies, as described in the fourth paragraph on page 66 of the Form 10-K. External legal costs incurred are expenses the Company incurred to support the litigation matters and obtain the insurance recoveries discussed in Note 17. These external legal costs are specific to legal activity relating to the environmental matters discussed in Note 17 and do not include any other legal costs incurred by the Company. The following table details the amounts incurred for each of the four categories in each of the reported periods: Fiscal Year (In millions) 2024 2023 2022 Environmental remediation liability change in estimate $ 7.1  $ (5.8) $ 6.8  Litigation matters settlement accrual change 6.0  —  40.5  Insurance recoveries *** *** *** External legal costs *** *** *** Environmental and other related costs (income), net of recoveries $ (10.3) $ (10.4) $ 33.7  Form 8-K/A Furnished February 20, 2025 Exhibit 99.1, page 4 2. We note your non-GAAP measures include an adjustment for reorganization costs. Please explain to us the nature of these costs and tell us why you believe they do not represent normal, recurring operating expenses. Refer to Question 100.01 of the SEC Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Response: The reorganization costs excluded from certain of the Company’s non-GAAP measures (the “Reorganization Costs”) are not representative of the ongoing costs necessary to operate the Company’s business. Instead, these costs were incurred in connection with discrete efforts to stabilize and transform the Company (the “Transformation”). As a result, the Company believes that the Reorganization Costs may be appropriately excluded from non-GAAP measures. The Transformation is a significant undertaking to reshape the Company. It includes initiatives to redesign the Company’s brand portfolio, consolidate, sell and close Company offices and US distribution centers, and streamline the Company’s organizational structure, including through reductions in force. These efforts began in 2023 and the Company expects to complete them in 2025. Certain aspects of the Transformation were accelerated in August 2023 when the Company’s President, Chris Hufnagel, was named Chief Executive Officer of the Company. U.S. Securities and Exchange Commission May 22, 2025 Page 3 The Reorganization Costs are temporary costs that are not expected to recur in the foreseeable future. These costs relate specifically to Company-wide initiatives to restructure the Company that are neither related to the Company’s current ongoing operations nor are they revenue generating activities. Specific actions undertaken in connection with the Transformation to date include: deleveraging the Company’s balance sheet; reducing inventory; restructuring the organization to reduce the cost structure; selling the Keds business, the Sperry business, Hush Puppies intellectual property rights in China, Hong Kong, and Macau; the Wolverine Leathers business; and the Merrell and Saucony China joint ventures; and licensing the Hush Puppies brand in North America and the Merrell and Saucony Kids business; closing offices in Boston, MA, Richmond, IN, London, England and Canada; selling the Company’s Louisville Distribution Center and relocating the inventory to other Company distribution centers, and selling the Company’s Courtland Drive facility. The Reorganization Costs incurred in connection with the Transformation include: severance costs from the reductions in force; costs associated with office and distribution center closure, transition and relocation costs; and external consultant and legal fees for services related to the Transformation. The severance costs do not include costs associated with ordinary course employee departures. Similarly, the office and facility closures and relocations were a material non-recurring event and not part of the normal course of business for the Company. The Company considered all relevant SEC guidance relating to non-GAAP financial measures, including the guidance in Question 100.01, when evaluating whether to exclude the Reorganization Costs from certain non-GAAP measures. The Company believes exclusion of the Reorganization Costs is consistent with Question 100.01 and is not misleading because the Transformation is not a normal part of managing the Company's business and the costs of such activities are not recurring cash operating expenses. The Company believes the non-GAAP measures that exclude the Reorganization Costs are helpful to users of the Company’s financial information because they facilitate the comparability of the Company’s operating performance from period-to-period and provide a more accurate view of operating results. As requested in the Staff's letter, the Company hereby acknowledges that: • the Company is responsible for the adequacy and accuracy of the disclosure in the Form 10-K and Form 8-K/A; • Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Form 10-K and Form 8-K/A; and • the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. If you should have any questions or further comments with respect to the Form 10-K or Form 8-K/A, please direct them to me by phone at (616) 863-4268 or by email at Taryn.Miller@wwwinc.com. Sincerely, /s/ Taryn L. Miller Taryn L. Miller Chief Financial Officer and Treasurer

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 April 3, 2025

Taryn Miller
Chief Financial Officer
Wolverine World Wide, Inc.
9341 Courtland Drive N.E.
Rockford, Michigan 49351

 Re: Wolverine World Wide, Inc.
 Form 10-K for the Fiscal Year Ended December 28, 2024
 Filed February 20, 2025
 Form 8-K/A Furnished February 20, 2025
 File No. 001-06024
Dear Taryn Miller:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 28, 2024
Consolidated Statements of Operations, page 36

1. We note your consolidated statements of operations include a line item
for
 environmental and other related costs (income), net of recoveries and
also note your
 disclosures in Note 17. Please tell us the nature of the environmental
and other related
 costs (income), net of recoveries recorded in each of the reported
periods including a
 description of material offsetting amounts, if any.
Form 8-K/A Furnished February 20, 2025
Exhibit 99.1, page 4

2. We note your non-GAAP measures include an adjustment for reorganization
costs.
 Please explain to us the nature of these costs and tell us why you
believe they do not
 represent normal, recurring operating expenses. Refer to Question 100.01
of the SEC
 Staff s Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures.
 April 3, 2025
Page 2

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Stephany Yang at 202-551-3167 or Kevin Woody at
202-551-3629
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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United States securities and exchange commission logo
October 24, 2022
Michael Stornant
Chief Financial Officer
Wolverine World Wide, Inc.
9341 Courtland Drive N.E.
Rockford, MI 49351
Re:Wolverine World Wide, Inc.
Form 10-K for the Fiscal Year Ended January 1, 2022
File No. 001-06024
Dear Michael Stornant:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Document

September 20, 2022

Confidential Treatment Requested by Wolverine World Wide, Inc.

Pursuant to 17 C.F.R. § 200.83

For Portions of This Letter Described Below

VIA EDGAR

Melissa Gilmore

Claire Erlanger

Office of Manufacturing

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:     Wolverine World Wide, Inc.

Form 10-K for the Fiscal Year Ended January 1, 2022

Form 8-K furnished August 10, 2022

Response dated July 25, 2022

File No. 001-06024

Dear Ms. Gilmore and Ms. Erlanger:

This is a response to the letter from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), dated August 23, 2022, regarding the Form 10-K for the fiscal year ended January 1, 2022 filed by Wolverine World Wide, Inc. (the “Company”), on February 24, 2022 (the “Form 10-K”) and Form 8-K furnished on August 10, 2022.

Pursuant to 17 C.F.R. § 200.83, we are requesting confidential treatment for portions of the Company’s response below reflecting information that has been provided supplementally. The Company requests that these portions, as indicated by “[***]”, be maintained in confidence, not be made part of any public record and not be disclosed to any person, as they contain confidential information, disclosure of which would cause the Company competitive harm. In the event that the Staff receives a request for access to the confidential portions herein, whether pursuant to the Freedom of Information Act (“FOIA”) or otherwise, the Company respectfully requests to be notified immediately so that the Company may further substantiate this request for confidential treatment. Please address any notification of a request for access to such documents to the undersigned.

Each of the Staff's comments are set forth below, followed by the Company's corresponding response.

In responding to the Staff’s comments, the Company believes it would also be helpful to respectfully highlight for the Staff that the Company is currently conducting a multi-faceted strategic review of the Company’s business. The strategic review was announced and discussed on the Company’s conference calls for the first and second quarters of 2022. The strategic

WOLVERINE WORLD WIDE, Inc.

wolverineworldwide.com

9341 Courtland Drive NE Rockford MI 49351 T 616 866 5500

U.S. Securities and Exchange Commission

September 20, 2022

Page 2

review is being led by the Company's Chief Executive Officer, Mr. Hoffman, and the Company engaged Boston Consulting Group to facilitate the process. [***].

18. Business Segments, page 66

1.Please tell us and disclose the factors used in determining you have two operating and reportable segments.  Refer to ASC 280-10-50-21. Please explain in detail how the lower-level operating results (e.g., net revenues and gross profit) included in your Monthly Internal Financial Statements provided to the CODM and the revenue information by brand provided in your earnings release are not indicative of your operating segments being at a lower level than your reportable segments.

Response:

The Company is internally organized such that the majority of its operations are divided into two groups, each with its own management team. The Boston Group is comprised of the Performance + Lifestyle business of Collective Brands, Inc., which the Company acquired in 2012. The management team for this business was and continues to be located in Boston. The Michigan Group is comprised of the business managed by teams located at the Company’s corporate headquarters in Rockford, Michigan. In addition to the two management teams, the Company has other resources such as distribution centers, supply chain, and finance personal organized by the Michigan Group and Boston Group. The Company is internally structured to manage and support the Boston and Michigan operations separately, and Blake Krueger, Chairman and Chief Executive Officer and the CODM as of fiscal year-end 2021, allocated resources and made key operating decisions on that basis.

The Michigan Group and Boston Group was also how the Company internally reported, and the CODM evaluated financial information. The CODM made key operating decisions by operating segment, including the allocation of supply chain and distribution resources and new employee resources to each group to support key functions such as supply chain, distribution, finance and operations, marketing investment and facility support services. An allocation of capital investment or incremental employees at the Company’s distribution center in Kentucky, which services only its Boston Group, is an example of allocating resources and key operating decisions made by the CODM to the operating segments. Similarly, incremental investments have been made in employee resources within finance and supply chain groups that are organized separately for the Boston Group and the Michigan Group. Because the CODM makes key operating decisions and assesses performance at the level of the Boston Group and the Michigan Group, the Company has identified the Michigan Group and Boston Group as operating segments. The Company did not aggregate any of the identified operating segments. As a result, the Michigan Group and Boston Group were both operating and reportable segments.

Although the Monthly Internal Financial Statements included brand-level information, the CODM did not use the brand information to allocate resources to the operating segments (or the brands) or to evaluate the performance of the operating segments (or the brands). The CODM made key operating decision based on the Michigan Group and Boston Group financial results. The brand level information was included in the Monthly Internal Financial Statements as a result of the Company’s desire to have a single reporting package that could be used by many individuals across the organization, including the segment manager, Mr. Hoffman. Thus, because the CODM did not use any of this brand level information in making key operating decisions, it is not indicative of the Company’s operating segments being at a lower level than its reportable segments. The inclusion of brand revenue in the earnings release provided investors additional context regarding the performance of the Company’s largest brands and context for changes in operating segment revenue, but, like the brand-level information in the Monthly Internal Financial Statements, this information was not used by the CODM to allocate resources or evaluate performance.

U.S. Securities and Exchange Commission

September 20, 2022

Page 3

2.We note from your response to comment one that the brand information included in your Monthly Internal Financial Statements included Net Revenue; Gross Profit; Selling, General and Administrative Expense; and Pre-Tax Earnings. Please provide us with Net Revenue and Gross Profit information by brand for the periods presented in your filing. To the extent there is variation in profit margins across your various brands, please provide a discussion regarding whether or not this indicates that the brands have dissimilar economic characteristics.

Response:

As described in the response to the question above, the Company’s operating segments are the Michigan Group and Boston Group and the Company did not aggregate these operating segments; as a result, the Company had two reportable segments. [***].

3.You state in your response that Mr. Hoffman meets with brand presidents to discuss the specific brands’ products in the current market and future products, marketing programs and inventory demand planning.  Please tell us who makes key operating decisions on an ongoing basis, including those decisions relating to generation of revenue and incurrence of expenses. Discuss the information that is used to make these decisions.

Response:

The CODM as of fiscal year-end 2021 was the Company’s Chairman and Chief Executive Officer, Blake Krueger. Mr. Krueger made the Company’s key operating decisions at the level of the Michigan Group and Boston Group, including those decisions related to generation of revenue and incurrence of expenses. Mr. Krueger made decisions concerning allocation of Company’s resources and assessment of Company performance and oversaw members of executive management responsible for executing daily operations. The segment manager as of fiscal year-end 2021 for the Michigan Group and Boston Group operating segments was Mr. Hoffman.

Operating decisions relating to the generation of revenue and incurrence of expenses within the Michigan Group and Boston Group operating segments were made by the segment manager, Mr. Hoffman. Mr. Hoffman’s decisions were executing within the segment what the CODM had directed for the overall segment. Mr. Hoffman made these operating decisions through the annual budget process and modified on a quarterly basis considering changes in the marketplace, market share, current competitor offerings, future product offerings, consumer sentiment and any other information about short-term changes that he learned through his weekly and bi-weekly meetings with the brand presidents. Mr. Hoffman based his decisions on the non-financial metrics (e.g. market share and consumer sentiment), as well as current financial results for each operating segment.

4.Please describe the compensation arrangements of the brand presidents and general managers, including the portion of their compensation that is based on the results of the brand and the significance of that brand’s performance relative to other benchmarks.  In addition, describe Mr. Hoffman’s compensation arrangement in greater detail.

Response:

A detailed discussion of the Company’s compensation arrangements is in the Company’s Proxy Statement filed on March 23, 2022 (the “Proxy Statement”) in the “Compensation Discussion and Analysis” section starting on page 38. A

U.S. Securities and Exchange Commission

September 20, 2022

Page 4

summary of Mr. Hoffman’s compensation for fiscal 2021 is included in the Proxy Statement on page 51 in the “Summary Compensation Table”.

The compensation program for the Company's brand presidents, general managers and Mr. Hoffman’s consists of base salary, annual bonus opportunity, long-term incentive compensation and benefits.

The Company's compensation philosophy is to provide a competitive compensation package that is heavily weighted towards performance-based compensation (represented by grants of performance-based restricted stock units and annual cash performance bonus opportunity) and variable compensation (represented by grants of time-based restricted stock units) in order to encourage superior business and financial performance over the short and longer term.

Under the Company's compensation program for brand presidents, general managers and Mr. Hoffman, 85% of the employee’s annual cash bonus opportunity (the “Preference Portion”) was based on the achievement of revenue and adjusted pretax earnings targets established at the beginning of the fiscal year and 15% of the annual cash bonus opportunity was based on the achievement of individual performance objectives. The targets established for each brand president’s and general manager’s Performance Portion of the annual cash bonus opportunity were revenue and pretax earnings targets for the brand or brands that they oversaw. The criteria established for the Performance Portion of Mr. Hoffman’s annual cash bonus opportunity were total Company revenue and pretax earnings targets. Brendan’s personal objectives included a growth objective, which was evaluated based on growth within the Michigan Group and Boston Group. The performance-based restricted stock units granted to the brand presidents, general managers, and Mr. Hoffman are eligible to vest, if at all, based on achievement of the Company’s EPS and BVA (Business Value Added) goals over a three-year period, with a potential adjustment up or down based on the Company’s relative TSR (Total Shareholder Return) performance.

5.We note that your process to prepare the budget includes a detailed process built up to the operating segments and consolidated level.  Please tell us if budgets are prepared for each of your brands and, if so, who prepares and approves the brand budgets.

Response:

The preparation of the brand level budgets was prepared by brand finance staff and central finance personnel at the corporate level. The brand groups forecasted revenue and direct marketing spend. The Company’s sourcing teams forecasted cost of products sold. Centralized costs such as distribution, selling, people resources, incentive compensation, and other shared resource costs were forecasted by central finance teams and allocated to each of the Company’s brands.

Once a budget was prepared for a brand, the budget was reviewed by the brand president. After the brand presidents approved the budgets for their respective brands, Mr. Hoffman, the segment manager, reviewed the resulting Boston Group and Michigan Group operating segment budgets. He adjusted the operating segment budgets based on several factors including the significance of revenue growth, investments needed to deliver that growth and overall gross margin performance. The Company’s Financial Planning and Analysis group consolidated the two operating segment budgets to create a Company-wide budget that includes corporate costs. This consolidated budget was submitted to the CODM for his review.

The Company’s budgeting process is an iterative process before the budget is finalized by the CODM. The CODM and CFO developed consolidated top down revenue and operating profit targets, which were provided to the CODM’s direct reports. The CODM instructed his direct reports to make further revisions and improvements to be reflected in the next draft of the budget. The CODM typically provided feedback on the budget at the consolidated level or less frequently at

U.S. Securities and Exchange Commission

September 20, 2022

Page 5

the operating segment level and his direct reports were responsible to determine budget improvements and other changes. The feedback provided by the CODM to his direct reports did not include revenue or operating profit targets for any of the brands. As one of the CODM’s direct reports, Mr. Hoffman’s role in the budgeting process was to use the consolidated budget target set by the CODM and feedback provided by the CODM to adjust the budget for each operating segment that approximates the budget set by the CODM. The consolidated budget is finalized with the CODM’s approval and it was presented to, and approved by, the Board of Directors.

Form 8-K furnished August 10, 2022

Exhibit 99.1 Earnings Release, page 11-12

6.We note that the Non-GAAP measures Adjusted Operating Profit, Adjusted Operating Margin, and Adjusted EPS for the Q2 2021 period, include an adjustment for air freight charges related to production and shipping delays caused by the COVID-19 pandemic. While the increases may have been perceived as temporary, we believe your inbound and outbound freight costs represent a normal and recurring operating expense and is not an appropriate adjustment when considering Question 100.01 of the C&DI on non-GAAP Financial Measures.  Please revise to remove these adjustments.

Response:

In future filings, we will remove adjustments for air freight charges related to production and shipping delays caused by the COVID-19 pandemic from the Company’s Non-GAAP financial measures.

 Sincerely,

/s/ Michael D. Stornant

Michael D. Stornant

Executive Vice President, Chief Financial Officer and Treasurer

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August 29, 2022

VIA EDGAR

Melissa Gilmore

Claire Erlanger

Office of Manufacturing

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:     Wolverine World Wide, Inc.

Form 10-K for the Fiscal Year Ended January 1, 2022

Form 8-K furnished August 10, 2022

Response dated July 25, 2022

File No. 001-06024

Dear Ms. Gilmore and Ms. Erlanger:

This is a response to the letter from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), dated August 23, 2022, regarding the Form 10-K for the fiscal year ended January 1, 2022 filed by Wolverine World Wide, Inc. (the “Company”), on February 24, 2022 (the “Form 10-K”) and the Form 8-K furnished August 10, 2022 (the “Form 8-K”).

Given certain Company staff travel and conflicting schedules, the Company requests an additional two-week extension from September 6, 2022 to September 20, 2022 to submit its response to the Commission’s August 23, 2022 letter. We understand during our team’s recent call with you that this short extension is acceptable, and we appreciate your flexibility.  The Company will submit its response on or before September 20, 2022, but please contact me at Mike.Stornant@wwwinc.com or (616) 866-5728 if you have any questions or further comments in the meantime.

Sincerely,

/s/ Michael D. Stornant

Michael D. Stornant

Executive Vice President, Chief Financial Officer and Treasurer

WOLVERINE WORLD WIDE, Inc.

wolverineworldwide.com

9341 Courtland Drive NE Rockford MI 49351 T 616 866 5500

United States securities and exchange commission logo
August 23, 2022
Michael Stornant
Chief Financial Officer
Wolverine World Wide, Inc.
9341 Courtland Drive N.E.
Rockford, MI 49351
Re:Wolverine World Wide, Inc.
Form 10-K for the Fiscal Year Ended January 1, 2022
Form 8-K furnished August 10, 2022
Response dated July 25, 2022
File No. 001-06024
Dear Mr. Stornant:
            We have reviewed your July 25, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 12, 2022 letter.
Response letter Dated July 26, 2022
Note 18. Business Segments, page 66
1.Please tell us and disclose the factors used in determining you have two operating and
reportable segments.  Refer to ASC 280-10-50-21. Please explain in detail how the lower-
level operating results (e.g., net revenues and gross profit) included in your Monthly
Internal Financial Statements provided to the CODM and the revenue information by
brand provided in your earnings release are not indicative of your operating segments
being at a lower level than your reportable segments.
2.We note from your response to comment one that the brand information included in your
Monthly Internal Financial Statements included Net Revenue; Gross Profit; Selling,

 FirstName LastNameMichael Stornant
 Comapany NameWolverine World Wide, Inc.
 August 23, 2022 Page 2
 FirstName LastName
Michael Stornant
Wolverine World Wide, Inc.
August 23, 2022
Page 2
General and Administrative Expense; and Pre-Tax Earnings. Please provide us with Net
Revenue and Gross Profit information by brand for the periods presented in your filing.
To the extent there is variation in profit margins across your various brands, please
provide a discussion regarding whether or not this indicates that the brands have dissimilar
economic characteristics.
3.You state in your response that Mr. Hoffman meets with brand presidents to discuss the
specific brands’ products in the current market and future products, marketing programs
and inventory demand planning.  Please tell us who makes key operating decisions on an
ongoing basis, including those decisions relating to generation of revenue and incurrence
of expenses. Discuss the information that is used to make these decisions.
4.Please describe the compensation arrangements of the brand presidents and general
managers, including the portion of their compensation that is based on the results of the
brand and the significance of that brand’s performance relative to other benchmarks.  In
addition, describe Mr. Hoffman’s compensation arrangement in greater detail.
5.We note that your process to prepare the budget includes a detailed process built up to the
operating segments and consolidated level.  Please tell us if budgets are prepared for each
of your brands and, if so, who prepares and approves the brand budgets.
Form 8-K furnished August 10, 2022
Exhibit 99.1 Earnings Release, page 11-12
6.We note that the Non-GAAP measures Adjusted Operating Profit, Adjusted Operating
Margin, and Adjusted EPS for the Q2 2021 period, include an adjustment for air freight
charges related to production and shipping delays caused by the COVID-19 pandemic.
While the increases may have been perceived as temporary, we believe your inbound and
outbound freight costs represent a normal and recurring operating expense and is not an
appropriate adjustment when considering Question 100.01 of the C&DI on non-GAAP
Financial Measures.  Please revise to remove these adjustments.
            You may contact Melissa Gilmore at (202) 551-3777 or Claire Erlanger at (202) 551-
3301 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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July 25, 2022

VIA EDGAR

Melissa Gilmore

Claire Erlanger

Office of Manufacturing

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:     Wolverine World Wide, Inc.

Form 10-K for the Fiscal Year Ended January 1, 2022

Response dated June 27, 2022

File No. 001-06024

Dear Ms. Gilmore and Ms. Erlanger:

This is a response to the letter from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), dated July 12, 2022, regarding the Form 10-K for the fiscal year ended January 1, 2022 filed by Wolverine World Wide, Inc. (the “Company”), on February 24, 2022 (the “Form 10-K”). Each of the Staff's comments are set forth below, followed by the Company's corresponding response.

18. Business Segments, page 66

1.We note your response to our prior comment 3 and have the following additional comments:

•We note that the Monthly Internal Financial Statements which are provided to the CODM weekly, include brand information. Please specifically describe the type of brand information included in this report. We note from your response that the CODM generally did not use this brand information to allocate resources or evaluate performance. Please tell us if there are any times that he does use brand information to allocate resources or evaluate performance.

•We note from your response that Mr. Hoffman uses the brand information in the Monthly Internal Financial statements to assess and explain the performance of the operating segments and to make resource allocation decisions within the operating segments. Please explain to us the nature of the brand information used by Mr. Hoffman, how often he receives it and tell us how his use of this information differs from the use by the CODM. Also, please tell us if Mr. Hoffman holds regular meetings with the Brand Presidents/GMs and if so describe the frequency of these meetings and the nature of any financial information discussed during the meetings.

•We note that Mr. Hoffman also oversaw the Company’s International Group and eCommerce group. Please explain to us the nature of his role in “overseeing” these groups, include the nature of any financial information provided by these groups that he reviews. Please also explain to us the nature of Mr. Hoffman’s role in the budgeting process.

WOLVERINE WORLD WIDE, Inc.

wolverineworldwide.com

9341 Courtland Drive NE Rockford MI 49351 T 616 866 5500

U.S. Securities and Exchange Commission

July 25, 2022

Page 2

Response:

The Monthly Internal Financial Statements provided to the CODM were organized by operating segment and include brand financial information within each operating segment. The brand information included in the Monthly Internal Financial Statements was: Net Revenue; Gross Profit; Selling, General and Administrative Expense; and Pre-Tax Earnings. Each of the financial metrics were presented on a separate tab and arranged by the Michigan Group, Boston Group, individual operating segments included in Other, and Corporate. The brand financial information included a brand total and broken down by wholesale and direct-to-consumer sales channels. The wholesale channel financial information was presented for each brand for each of the following geographic regions: USA, Canada, EMEA, Latin America, and Asia Pacific and total apparel and accessories. The direct-to-consumer financial information was presented for each brand for owned eCommerce sites and owned retail stores. The information did not include a consolidated total for any of the sales channel information. Actual financial information was presented for the current period, current quarter-to-date and year-to-date and is compared to prior year actual, latest forecast and plan for each presented period.

The CODM made key operating decisions and allocated resources to each operating segment primarily through the annual budgeting process. The CODM’s key operating decisions and resource allocation at the operating segment level were based on a variety of factors, including the financial profile of each operating segment, prospects for future revenue growth, overall profitability, the ability to drive shareholder returns and the current market and performance factors for each operating segment. An example of a key operating decision made by the CODM includes the allocation of supply chain and distribution resources across the operating segments, including a distribution center in Kentucky that services the Boston operating segment and distribution centers in Michigan and California principally serving the Michigan operating segment. Supply chain leadership positions are dedicated specific to the Boston operating segment and separately the Michigan operating segment.

The overall decision-making process used by the Company’s CODM is such that the key operating decisions are made at the operating segment level with other financial information provided to the CODM to assist his review of the strategy at the operating segment level and to identify the drivers of the operating segment performance. The CODM did not use the brand information to allocate resources to the operating segments or to evaluate the performance of the operating segments and the Company. Additionally, the CODM did not use the brand information to allocate resources or evaluate performance at the brand level.

Mr. Hoffman received the same financial information as the CODM through the receipt of the Monthly Internal Financial Statements. Mr. Hoffman used the brand information included in the Monthly Internal Financial Statements to assess the performance of each brand.  He was performing a different function than the CODM who assessed the financial performance of the consolidated Company and/or operating segments. The Company’s internal reporting practices are a result of its desire to have a single reporting package usable by both the CODM and operating segment manager, brand management and other financial statement recipients. In addition, Mr. Hoffman also received marketplace, marketing, and product updates for each of the brands on a quarterly basis. This information included current consumer sentiment for a brand, current and future marketplace offerings, current competitor offerings, brand market share, product marketing update and collaborations. Mr. Hoffman held bi-weekly meetings with the presidents of the larger brands (approximately 5 brand presidents) and the remaining smaller brands typically had monthly or less frequent meetings with Mr. Hoffman. The purpose of the meetings was to discuss the specific brands’ products in the current market and future products, marketing programs and inventory demand planning. The Monthly Internal Financial Statements were the source of any financial information discussed in these meetings.

U.S. Securities and Exchange Commission

July 25, 2022

Page 3

The International and eCommerce groups within the Company are centers of excellence and matrix functions supporting the brands. The International group is a center of excellence specializing in evaluating international markets, partnering with customers to develop product delivery in each international market and delivery of the brand strategies. The eCommerce group is a center of excellence specializing in developing and managing the Company’s direct-to-consumer websites, managing sales execution on the websites, and implementing the brands’ marketing strategies across these websites. Each brand is responsible for developing products, compelling marketing stories and content supporting the strategy for the brand. The International group and eCommerce group support executing the strategy and delivering the brands' products in the respective sales channels. Mr. Hoffman’s role was to oversee each group to ensure that execution of the brand strategy was occurring as planned. The Monthly Internal Financial Statements were the primary source of any financial information discussed in meetings that Mr. Hoffman had with the leaders of these groups. However, as noted above, no totals for the International and eCommerce groups are presented within the financial information. At times, ad hoc reporting was provided to support specific topics or areas of focus.

Mr. Hoffman’s role in the budgeting process was to take the consolidated budget target set by the CODM and feedback provided by the CODM related to budget expectations for each operating segment and develop a budget for each operating segment that approximates the budget set by the CODM. As part of this process, he worked with the brand presidents, as well as the presidents of the International and eCommerce groups. Mr. Hoffman, along with his finance support staff, identified changes and improvements across the portfolio to ensure the portfolio met (or came close to) the consolidated budget set by the CODM.

If you should have any questions or further comments with respect to the Form 10-K, please direct them to me by phone at (616) 866-5728 or by email at mike.stornant@wwwinc.com.

 Sincerely,

/s/ Michael D. Stornant

Michael D. Stornant

Executive Vice President, Chief Financial Officer and Treasurer

United States securities and exchange commission logo
July 12, 2022
Michael Stornant
Chief Financial Officer
Wolverine World Wide, Inc.
9341 Courtland Drive N.E.
Rockford, MI 49351
Re:Wolverine World Wide, Inc.
Form 10-K for the Fiscal Year Ended January 1, 2022
Response dated June 27, 2022
File No. 001-06024
Dear Mr. Stornant:
            We have reviewed your June 27, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
May 31, 2022 letter.
Response Letter Dated June 27, 2022
Note 18. Business Segments, page 66
1.We note your response to our prior comment 3 and have the following additional
comments:

•We note that the Monthly Internal Financial Statements which are provided to the
CODM weekly, include brand information.  Please specifically describe the type of
brand information included in this report.  We note from your response that the
CODM generally did not use this brand information to allocate resources or evaluate
performance. Please tell us if there are any times that he does use brand information
to allocate resources or evaluate performance.

 FirstName LastNameMichael Stornant
 Comapany NameWolverine World Wide, Inc.
 July 12, 2022 Page 2
 FirstName LastName
Michael Stornant
Wolverine World Wide, Inc.
July 12, 2022
Page 2
•We note from your response that Mr. Hoffman uses the brand information in the
Monthly Internal Financial statements to assess and explain the performance of the
operating segments and to make resource allocation decisions within the operating
segments.  Please explain to us the nature of the brand information used by Mr.
Hoffman, how often he receives it and tell us how his use of this information differs
from the use by the CODM.  Also, please tell us if Mr. Hoffman holds regular
meetings with the Brand Presidents/GMs and if so describe the frequency of these
meetings and the nature of any financial information discussed during the meetings.

•We note that Mr. Hoffman also oversaw the Company’s International Group and
eCommerce group.  Please explain to us the nature of his role in “overseeing” these
groups, include the nature of any financial information provided by these groups that
he reviews.  Please also explain to us the nature of Mr. Hoffman’s role in the
budgeting process.
            You may contact Melissa Gilmore at (202) 551-3777 or Claire Erlanger at (202) 551-
3301 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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June 27, 2022

VIA EDGAR

Melissa Gilmore

Claire Erlanger

Office of Manufacturing

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:     Wolverine World Wide, Inc.

Form 10-K for the Fiscal Year Ended January 1, 2022

Form 10-Q for the Quarter Ended April 2, 2022

File No. 001-06024

Dear Ms. Gilmore and Ms. Erlanger:

This is a response to the letter from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), dated May 31, 2022, regarding the Form 10-K for the fiscal year ended January 1, 2022 filed by Wolverine World Wide, Inc. (the “Company”), on February 24, 2022 (the “Form 10-K”) and the Form 10-Q for the quarter ended April 2, 2022 filed on May 12, 2022 (the "Form 10-Q"). Each of the Staff's comments are set forth below, followed by the Company's corresponding response.

Form 10-K for the Fiscal Year Ended January 1, 2022

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

2021 Financial Overview, page 25

1.We note the disclosure of your growth in eCommerce and direct-to-consumer revenue from period to period on a percentage basis.  We also note these growth percentages in your earnings release presentations as well as related investor presentations.  Please tell us your consideration of disclosing the dollar amounts of related revenue for each of these revenue streams in your earnings presentations and annual and periodic filings as it appears such information would be meaningful to investors.  Refer to Item 303 of Regulation S-K.  Additionally, please clarify the nature of any differences between revenue categorized as "direct-to-consumer revenue," "consumer-direct revenue" and "eCommerce revenue" as all three of these labels appear in your filings.

Response:

The terms “consumer-direct revenue” and “direct-to-consumer revenue” both refer to revenue from the Company’s owned eCommerce sites and owned retail stores.  The term “eCommerce revenue” refers to revenue from the Company’s owned eCommerce sites, which is a component of direct-to-consumer revenue. In response to the Staff’s

WOLVERINE WORLD WIDE, Inc.

wolverineworldwide.com

9341 Courtland Drive NE Rockford MI 49351 T 616 866 5500

U.S. Securities and Exchange Commission

June 27, 2022

Page 2

comment, in its future periodic reports, the Company will enhance its disclosures to clarify that direct-to-consumer revenue includes revenue from the Company’s owned eCommerce sites and owned retail stores.

In addition, in future periodic reports, the Company will disclose the dollar amounts of a change in direct-to-consumer or eCommerce revenue when a corresponding percentage is disclosed.

Notes to Consolidated Financial Statements

6. Revenue from Contracts with Customers, page 50

2.We note you disaggregate revenue by segment and by wholesale vs. consumer direct channels.  Please tell us what consideration you gave to further disaggregation by brand and further disclosure for your e-Commerce channels.  For example, in certain of your investor presentations and earnings releases, you present revenue by brand in percentages, and in dollars for the first fiscal quarter ended April 2, 2022, whereas only percentage change was provided previously.  You also present revenue growth percentages for DTC revenue and for eCommerce and Stores for each of your brands where applicable.  Refer to the guidance in ASC 606-10-50-5 and related implementation guidance in ASC 606-10-55-90 and 91.

Response:

In response to the Staff’s comment, the Company considered the guidance in ASC 606-10-50-5 and related implementation guidance in ASC 606-10-55-90 and 91 when determining the appropriate disaggregated categories of revenue to disclose. Specifically, the Company considered how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors within the Company’s segments. Following the implementation guidance in ASC 606-10-55-90, the Company considered (a) disclosures presented outside of the financial statements such as earnings releases and investor presentations, (b) information regularly reviewed by our Chief Operating Decision Maker (“CODM”) and (c) other information that is similar to the types of information identified in (a) and (b) and that is used by the Company or users of the Company’s financial statements to evaluate the Company’s financial performance or make resource allocation decisions. In determining the categories to use to disaggregate revenue, the Company considered the examples found in ASC 606-10-55-91: (a) the type of good or service (e.g., major product lines), (b) geographical region (e.g., country or region), (c) market or type of customer (e.g., government or non-government customers), (d) type of contract (e.g., fixed-price or time-and-materials), (e) contract duration (e.g., short- or long-term), (f) timing of transfer of goods or services (e.g., point-in-time or over time) and (g) sales channels (e.g., direct-to-customers or through intermediaries).

In reaching the decision to disclose disaggregated revenue by reportable segment and sales channel, which includes wholesale and direct-to-consumer revenue, the Company focused on the sales channel, type of contract and duration category examples from ASC 606-10-55-91.  The other categories described in ASC 606-10-55-91 (e.g. type of good, geographic region, type of customer and timing of transfer of goods), do not differ when evaluated with respect to the Company’s revenue. The Company determined, consistent with ASC 606-10-50-5, that the wholesale and direct-to-consumer channels best present the characteristics of the Company’s revenue including the nature, amount and timing of the Company’s revenue.

Specifically related to the Staff’s comment regarding disaggregation of revenue by brand and eCommerce channels, the following summarizes the Company’s analysis of the aforementioned examples:

U.S. Securities and Exchange Commission

June 27, 2022

Page 3

a) Type of good or service – Substantially all goods sold by the Company are footwear and apparel. Similar merchandise is offered across all brands and through all sales channels.

b) Geographic region – Revenue is generated internationally across all brands and through all sales channels.

c) Market or type of customer – All customers in the direct-to-consumer sales channel are individual consumers, and there is no differentiation of the market or type of customers across the Company’s brands.

d) Type of contract – All contracts with customers in the direct-to-consumer sales channel represent a single performance obligation and are governed by point of sale orders. There is no differentiation in type of contracts across the Company’s brands.

f) Timing of transfer of goods or service – The Company recognizes revenue at the point of sale when control of the ordered product is transferred to the customer, which is typically at a retail store or upon shipment to the customer for direct-to-consumer eCommerce orders. This is the same for all of the Company’s brands.

g) Sales channels – The Company manages direct-to-consumer sales as an omni-channel offering where the store and eCommerce sites complement each other to enhance our consumer experience.

Based on our evaluation of each of the categories above, there are no differences in revenue generated by the Company’s different brands (i.e., at the level below the Company’s operating segments) or through owned retail stores and owned eCommerce sites (i.e., at a level below direct-to-consumer) that would require additional disclosure. The supplemental brand level detail disclosed in the earnings release and investor presentation was included to provide further context regarding the Company’s financial performance for each operating segment. The Company believes the nature, amount, timing and uncertainty of revenue and cash flows are generally affected by the same economic factors across the Company’s operating segments and within each of its brands and including through wholesale and direct-to-consumer sales channels.

In certain instances, the Company may provide additional information regarding the performance of its direct-to-consumer sales channel including additional information regarding the components of this sales channel; owned retail stores and owned eCommerce. This information is meant to provide additional context to investors to better understand the Company’s financial performance during a given period. The components of direct-to-consumer revenue are not referenced or discussed consistently in the Company’s periodic or annual filings as they are often not significant to the Company’s consolidated or segment revenues on a quarterly or annual basis. The information is not regularly provided to our investors because revenue for each component of the direct-to-consumer sales channel is typically driven by the same economic factors.

The Company and its consumers have been impacted by the COVID-19 pandemic and its impact on the global economy. The impact includes a shift in revenue from the Company’s retail stores and its wholesale partners to the Company’s owned eCommerce channel. As a result, the Company included additional disclosures regarding eCommerce sales in order to provide additional transparency and incremental information regarding known trends in the marketplace for the relevant period. The Company believes that the additional disclosures regarding the increase in its eCommerce sales were meaningful to disclose to investors. The Company does not expect to provide the same disclosures on a recurring basis unless information regarding eCommerce sales and/or owned retail store sales is significant and relevant to explain segment performance or indicate a strategic shift in the way the Company assesses revenue performance. If such disclosure is significant and relevant to a given period, the Company believes it is important to give investors context as to the economic factors that affect its operating segment revenue. The Company

U.S. Securities and Exchange Commission

June 27, 2022

Page 4

estimates that the unique facts and circumstances that have significantly changed revenue by channel will not regularly affect the manner in which the Company reviews performance for the direct-to-consumer channel in the long-term.

The Company continues to evaluate the impacts the COVID-19 pandemic has had, and continues to consider the impact the pandemic may have, on its future financial performance as there remains significant uncertainty, about the length and severity of the COVID-19 pandemic. The Company will include related disclosures in future filings on Form 10-Q and Form 10-K, as well as in its earnings releases, investor presentation and other materials as appropriate based on the Company’s evaluation.

18. Business Segments, page 66

3.We note your disclosure in Note 18 that your portfolio of brands is organized into two operating segments which you have determined to be reportable segments: Wolverine Michigan Group and Wolverine Boston Group.  Please tell us the title and describe the role of the CODM and each of the individuals who report to the CODM.  We note from your website that management includes Presidents of certain brands such as Saucony, Merrell, Sperry & Keds, Wolverine Boot Group, and Sweaty Betty, as well as a President of International and President of Global eCommerce.  Please explain to us the role of each of these Presidents and how they report to the CODM.  Additionally, please provide us the following information:

•Tell us how often the CODM meets with his/her direct reports, the financial information the CODM reviews to prepare for those meetings, the financial information discussed in those meetings, and who else attends those meetings;

•Tell us who is held accountable for Wolverine Michigan Group and Wolverine Boston Group and the title and role of the person this individual reports to in the organization;

•Describe the information regularly provided to the CODM and how frequently it is prepared;

•Describe the information regularly provided to the Board of Directors and how frequently it is prepared;

•Explain how budgets are prepared, who approves the budget at each step of the process, the level of detail discussed at each step, and the level at which the CODM makes changes to the budget; and

•Describe the basis for determining the compensation for each of the individuals that report to the CODM.

Response:

The CODM as of fiscal year-end 2021 was the Company’s Chairman and Chief Executive Officer, Blake Krueger. Mr. Krueger had control over the Company’s key operating decisions, made final determinations concerning allocation of resources and assessment of company performance, and oversaw members of senior management responsible for executing daily operations.

Management Directly Reporting to CODM

The following is a list, including title and role of individuals reporting to Mr. Kreuger, the Company’s CODM, as of fiscal year-end 2021:

•Brendan Hoffman, President – oversaw, was responsible for the operating results of, and was the segment manager for both the Michigan Group and Boston Group. He also oversaw the Company’s International Group, eCommerce Group and Corporate Strategy.

U.S. Securities and Exchange Commission

June 27, 2022

Page 5

◦The General Managers or Presidents of the brands within the Michigan and Boston Group, International, and Global eCommerce reported to Mr. Hoffman. The brand Presidents or General Managers were responsible for the specific brands’ product design, sales and marketing and demand planning. The Presidents of International and Global eCommerce are considered matrix functions supporting all brands’ sales and development, with incremental oversight over international and eCommerce operations.

•Jim Zwiers, Executive Vice President and President, Global Operations Group – responsible for Global Operations Group that includes oversight of the Company’s network of third-party manufacturers, logistics and distribution centers.

•Amy Klimek, Executive Vice President Human Resources – responsible for compensation, benefits, talent acquisition and management and employee relations.

•Mike Stornant, Executive Vice President, Chief Financial Officer and Treasurer – responsible for managing the Company’s finances, including legal compliance, financial planning and analysis, and management of financial risk and financial reporting.

Tell us how often the CODM meets with his/her direct reports, the financial information the CODM reviews to prepare for those meetings, the financial information discussed in those meetings, and who else attends those meetings

The CODM generally met weekly with his direct reports, who are listed in the response above. Mr. Hoffman’s direct reports including Presidents and General Managers of the brands did not attend these regular weekly meetings. To prepare for and for discussion at these meetings, the CODM typically reviewed and discussed the Monthly Internal Financial Statements, which focus on the consolidated financial results of the Company. First, the CODM reviewed and discussed revenue, primarily at the consolidated level, discussing contributions or significant changes from operating segments or revenue channels as appropriate considering the monthly results. Then, the CODM generally reviewed each line item on a consolidated basis, except in the event of material deviations from the budget or from prior years. If there was a material deviation, the CODM assessed performance at the operating segment level to determine the key contributing factors causing the deviation to aid in the CODM’s discussions. While information by brand was found within the Monthly Internal Financial Statements, it was typically used to better understand t

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June 2, 2022

VIA EDGAR

Melissa Gilmore

Office of Manufacturing

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:    Wolverine World Wide, Inc.

Form 10-K for the Year Ended January 1, 2022

Form 10-Q for the Quarter Ended April 2, 2022

File No. 001-06024

Dear Ms. Gilmore:

This is in regards to the letter from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), dated May 31, 2022, regarding the Form 10-K for the fiscal year ended January 1, 2022 filed by Wolverine World Wide, Inc. (the “Company,” “Wolverine,” “we” or “our”), on February 24, 2022 (the “Form 10-K”) and the Form 10-Q for the quarter ended April 2, 2022 filed on May 12, 2022 (the "Form 10-Q").

Given certain Company staff travel and conflicting schedules, the Company requests an additional two-week extension from June 14 to June 28, 2022 to submit its response to the Commission’s May 31, 2022 letter.  We understand during our team’s recent call with you that this short extension is acceptable, and we appreciate your flexibility.  The Company will submit its response on or before June 28, 2022, but please contact me at Mike.Stornant@wwwinc.com or (616) 866-5728 if you have any questions or further comments in the meantime.

 Sincerely,

/s/ Michael D. Stornant

Michael D. Stornant

Executive Vice President, Chief Financial Officer and Treasurer

WOLVERINE WORLD WIDE, Inc.

wolverineworldwide.com

9341 Courtland Drive NE Rockford MI 49351 T 616 866 5500

United States securities and exchange commission logo
May 31, 2022
Michael Stornant
Chief Financial Officer
Wolverine World Wide, Inc.
9341 Courtland Drive N.E.
Rockford, MI 49351
Re:Wolverine World Wide, Inc.
Form 10-K for the Fiscal Year Ended January 1, 2022
Form 10-Q for the Quarter Ended April 2, 2022
File No. 001-06024
Dear Mr. Stornant:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended January 1, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
2021 Financial Overview, page 25
1.We note the disclosure of your growth in eCommerce and direct-to-consumer revenue
from period to period on a percentage basis.  We also note these growth percentages in
your earnings release presentations as well as related investor presentations.  Please tell us
your consideration of disclosing the dollar amounts of related revenue for each of these
revenue streams in your earnings presentations and annual and periodic filings as it
appears such information would be meaningful to investors.  Refer to Item 303 of
Regulation S-K.  Additionally, please clarify the nature of any differences between
revenue categorized as "direct-to-consumer revenue," "consumer-direct revenue" and
"eCommerce revenue" as all three of these labels appear in your filings.

 FirstName LastNameMichael Stornant
 Comapany NameWolverine World Wide, Inc.
 May 31, 2022 Page 2
 FirstName LastNameMichael Stornant
Wolverine World Wide, Inc.
May 31, 2022
Page 2
Notes to Consolidated Financial Statements
6. Revenue from Contracts with Customers, page 50
2.We note you disaggregate revenue by segment and by wholesale vs. consumer direct
channels.  Please tell us what consideration you gave to further disaggregation by brand
and further disclosure for your e-Commerce channels.  For example, in certain of your
investor presentations and earnings releases, you present revenue by brand in percentages,
and in dollars for the first fiscal quarter ended April 2, 2022, whereas only percentage
change was provided previously.  You also present revenue growth percentages for DTC
revenue and for eCommerce and Stores for each of your brands where applicable.  Refer
to the guidance in ASC 606-10-50-5 and related implementation guidance in ASC 606-10-
55-90 and 91.
18. Business Segments, page 66
3.We note your disclosure in Note 18 that your portfolio of brands is organized into two
operating segments which you have determined to be reportable segments: Wolverine
Michigan Group and Wolverine Boston Group.  Please tell us the title and describe the
role of the CODM and each of the individuals who report to the CODM.  We note from
your website that management includes Presidents of certain brands such as Saucony,
Merrell, Sperry & Keds, Wolverine Boot Group, and Sweaty Betty, as well as a President
of International and President of Global eCommerce.  Please explain to us the role of each
of these Presidents and how they report to the CODM.  Additionally, please provide us the
following information:
•Tell us how often the CODM meets with his/her direct reports, the financial
information the CODM reviews to prepare for those meetings, the financial
information discussed in those meetings, and who else attends those meetings;
•Tell us who is held accountable for Wolverine Michigan Group and Wolverine
Boston Group and the title and role of the person this individual reports to in the
organization;
•Describe the information regularly provided to the CODM and how frequently it is
prepared;
•Describe the information regularly provided to the Board of Directors and how
frequently it is prepared;
•Explain how budgets are prepared, who approves the budget at each step of the
process, the level of detail discussed at each step, and the level at which the CODM
makes changes to the budget; and
•Describe the basis for determining the compensation for each of the individuals that
report to the CODM.

 FirstName LastNameMichael Stornant
 Comapany NameWolverine World Wide, Inc.
 May 31, 2022 Page 3
 FirstName LastName
Michael Stornant
Wolverine World Wide, Inc.
May 31, 2022
Page 3
Form 10-Q for the Quarter Ended April 2, 2022
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Known Trends Impacting Our Business, page 21
4.We note your disclosure that you expect certain aspects of the disruption in the global
supply chain to continue into future periods and you will continue to monitor delays and
other disruptions in the supply chain and will implement measures intended to mitigate the
effects of such delays and disruptions as needed.  Please revise to discuss known trends or
uncertainties resulting from mitigation efforts undertaken, if any. Explain whether any
mitigation efforts introduce new material risks, including those related to product quality,
reliability, or regulatory approval of products.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Melissa Gilmore at (202) 551-3777 or Claire Erlanger at (202) 551-
3301 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

November 18 , 2014

Via E-mail
Mr. Blake W. Krueger
Chief Executive  Officer
Wolverine World Wide , Inc.
9341 Courtland Drive, N.E.
Rockford, MI 49351

Re:  Wolverine World Wide, Inc.
 Form 10-K for the Fiscal Year Ended December 28, 2013
Filed February 25 , 2014
File No. 001-06024

Dear M r. Krueger :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
feder al securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable ru les require.

        Sincerely,

        /s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel, and
Mining

CORRESP
1
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		Wolverine SEC Comment Letter 2014-10

November 6, 2014

VIA EDGAR

Tia L. Jenkins

Senior Assistant Chief Accountant

Office of Beverages, Apparel, and Mining

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:

 Wolverine World Wide, Inc.

Form 10-K for the Year Ended December 28, 2013

Filed February 25, 2014

Form 10-Q for the Interim Period Ended June 14, 2014

Filed July 22, 2014

File No. 001-06024

Dear Ms. Jenkins:

This is a response to the letter from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), dated October 23, 2014, regarding the Form 10-K for the fiscal year ended December 28, 2013 filed by Wolverine World Wide, Inc. (the “Company,” “Wolverine,” “we” or “us”), on February 25, 2014 (the “Form 10-K”) and the Form 10-Q for the period ended June 14, 2014 filed on July 22, 2014 (the "Form 10-Q"). Each of the Staff's comments are set forth below, followed by the Company's corresponding response.

Form 10-Q for the Interim Period Ended June 14, 2014

Note 15 – Subsequent Event, page 20

1.

 We note your disclosures regarding the realignment of your consumer-direct operations including your plans to close approximately 140 retail stores over the next 18 months. We understand based on your comments made on your second quarter earnings call held on July 15, 2014, that a majority of the closures relate to your Stride Rite stores. Please address the following points:

•

 Identify the reporting units that are affected by the plan and quantify the balance of goodwill that you have allocated to these reporting units.

•

 Tell us how you considered the realignment and anticipated store closures as a possible triggering event under both FASB ASC 350-20-35-30 and ASC 350-30-35-18 in determining whether interim tests for impairment were necessary.

•

 To the extent that you have performed an interim impairment test of your goodwill or indefinite-lived intangibles, please provide the results of your tests.

WOLVERINE WORLD WIDE, Inc.

wolverineworldwide.com

9341 Courtland Drive NE Rockford MI 49351 T 616 866 5500

Ms. Tia L. Jenkins

Securities and Exchange Commission

November 6, 2014

Page 2

Response:

The realignment of the Company's consumer-direct operations (the "2014 Plan") involves the closure of approximately 140 retail stores, including (a) approximately110 Stride Rite stores, 3 Sperry Top-Sider stores and 2 Keds stores, which are included in the Lifestyle Group reporting unit, (b) approximately 22 stores included within the Multi-brand Consumer-Direct reporting unit and (c) approximately 3 Merrell stores included within the Performance Group reporting unit. The Company's remaining reporting units are not impacted by the 2014 Plan. The amount of goodwill carried by each of the Company's reporting units as of June 14, 2014 is noted below:

(In millions)

Reporting Unit

 Goodwill

Lifestyle Group

 $

 327.9

Performance Group

 92.8

Heritage Group

 24.1

Multi-brand Consumer-Direct

 —

Wolverine Leathers Division

 —

Total

 $

 444.8

We evaluated the impact of the 2014 Plan on goodwill and indefinite-lived intangibles under the guidance provided by ASC 350-20-35-30 and ASC 350-30-35-18, and concluded the 2014 Plan represented a triggering event requiring an interim test for impairment. The 110 Stride Rite retail stores included in the Lifestyle Group reporting unit, along with the “Stride Rite” trade name, were acquired by the Company as part of the acquisition of the Performance & Lifestyle Group (“PLG” or “the PLG Acquisition”) in fiscal 2012. The Stride Rite indefinite-lived trade name was valued at $17.5 million as part of the purchase accounting for the PLG Acquisition using a “relief from royalty” methodology.

While the Stride Rite store closures represent a triggering event, we do not expect future sales of Stride Rite branded products to be significantly impacted as result of the 2014 Plan because we expect sales that would have occurred at the stores to be closed to transfer to other existing retail stores or through other retail distribution channels, including the Company’s owned ecommerce websites.  Accordingly, our updated impairment analysis for the Stride Rite trade name using the relief of royalty methodology continues to support the trade name’s $17.5 million carrying value.

The 22 stores included in the Multi-branded Consumer-Direct reporting unit to be closed were not acquired by the Company. Instead, these stores were established by the Company in the ordinary course of business.  As a result, there is no indefinite-lived intangible asset recognized in the Company’s financial statements that would be impacted by these store closures.

We also considered the 2014 Plan’s impact on the value of goodwill allocated to the Lifestyle Group reporting unit. In the Company’s fiscal 2013 annual goodwill impairment test, the Company concluded that the fair value of the reporting unit exceeded its carrying value by 62 percent. When the 2014 Plan was announced, we performed a qualitative assessment of the Lifestyle Group reporting unit’s goodwill and determined that it was more likely than not that the goodwill of this reporting unit was not impaired due to the significant excess of fair value over the carrying value of the Lifestyle Group reporting unit, together with (i) the expected lack of a significant negative impact on sales due to the 2014 Plan, as discussed above, (ii) an expected improvement in cash flows given the closure of unprofitable stores and other changes to certain consumer-direct support functions, and (iii) the lack of other meaningful changes in the reporting unit’s operations.

Ms. Tia L. Jenkins

Securities and Exchange Commission

November 6, 2014

Page 3

As requested in the Staff's letter, the Company hereby acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the Form 10-K and Form 10-Q;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Form 10-K and Form 10-Q; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you should have any questions or further comments with respect to the Form 10-K or Form 10-Q, please direct them to me by phone at 616-863-4404 or by email at don.grimes@wwwinc.com.

 Sincerely,

/s/ Donald T. Grimes

Donald T. Grimes

Senior Vice President, Chief Financial Officer and Treasurer

October 23, 2014

Via E-mail
Mr. Blake W. Krueger
Chief Executive  Officer
Wolverine World Wide , Inc.
9341 Courtland Drive, N.E.
Rockford, MI 49351

Re:  Wolverine World Wide, Inc.
 Form 10-K for the Year Ended December 28, 2013
Filed February 25 , 2014
Form 10 -Q for the Interim Period  Ended June 14, 2014
Filed  July 22, 2014
File No. 001-06024

Dear M r. Krueger :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filings, by
providing the request ed information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing  any amendment to your filing and the information you provide in
response to these comments, we may have additional comments .

Form 10 -Q for the Interim Period  Ended June 14, 2014

Note 15 – Subsequent Event, page 20

1. We note you r disclosures regarding the realignment of your consumer -direct operations
including your plans to close approximately 140 retail stores over the next 18 months.
We understand based on your comments made on your second quarter earnings call held
on July 1 5, 2014, that a majority of the closures relate to your Stride Rite stores.  Please
address the following points:

 Identify the reporting units that are affected by the plan and quantify the balance of
goodwill that you have allocated to these reporting units.

Mr. Blake W. Krueger
Wolverine World Wide , Inc.
October 23, 2014
Page 2

 Tell us how you considered the realignment and anticipated store closures as a possible
triggering event under both FASB ASC 350 -20-35-30 and ASC 350 -30-35-18 in
determining whether interim tests for impairment were necessary.

 To the extent that you have performe d an interim impairment test of your goodwill or
indefinite -lived intangibles, please provide  the results of your tests.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing in cludes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and ade quacy of the disclosures they have made.

In responding to our comment s, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or  changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Brian McAllister at (202) 551 -3341 or Crag Arakawa , Accounting
Branch Chief , at (202) 551 -3650  if you have questions regarding the financial statements and
related matters .  Please c ontact me with any other questions.

        Sincerely,

        /s/ Tia. L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel, and
Mining

November 25, 2013

Via E -Mail
Mr. Blake W. Krueger
Chief Executive Officer
Wolverine World Wide, Inc.
9341 Courtland Drive N.E.
Rockford, M I 49351

Re: Wolverine World Wide, I nc.
 Form 10-K for the Year Ended December 29, 2012
Filed February 2 7, 2013
File No. 001-06024

Dear Mr. Krueger :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United  States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel , and
Mining

CORRESP
1
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		Wolverine SEC Comment Letter 2013-11

November 25, 2013

VIA EDGAR

Tia L. Jenkins

Senior Assistant Chief Accountant

Office of Beverages, Apparel, and Mining

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:

 Wolverine World Wide, Inc.

Form 10-K for the Year Ended December 29, 2012

Filed February 27, 2013

File No. 001-06024

Dear Ms. Jenkins:

This is a response to the letter from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), dated November 18, 2013, regarding the Form 10-K for the fiscal year ended December 29, 2012 filed by Wolverine World Wide, Inc. (the “Company,” “Wolverine,” “we” or “us”), on February 27, 2013 (the “Form 10-K”) and the Form 10-Q for the period ended September 7, 2013 filed on October 17, 2013 (the "Form 10-Q"). Each of the Staff's comments are set forth below, followed by the Company's corresponding response.

Form 10-K for the Year Ended December 29, 2012

Financial Statements

Consolidated Balance Sheets, page A-1

1.

 Please present goodwill separately from indefinite-lived intangibles on your balance sheet in future filings. Refer to ASC 350-20-45-1 and ASC 350-30-45-1.

Response:

In future filings, we will present the amount of goodwill separately from the amount of indefinite-lived intangibles on our balance sheet in accordance with ASC 350-20-45-1 and ASC 350-30-45-1.

2.

 In future filings, please separately disclose, either on your balance sheet or in your footnotes, any elements of other accrued liabilities that exceed 5 percent of total current liabilities. Refer to Rule 5-02(20) of Regulation S-X. Please show us supplementally your revised disclosures, if applicable.

Response:

As of December 29, 2012, there were no individual elements within accrued liabilities that exceeded 5 percent of total current liabilities. In accordance with Rule 5-02(20) of Regulation S-X, we will continue to evaluate the balance of the other accrued liabilities line item and if necessary, separately disclose in future filings any elements that exceed 5 percent of total current liabilities.

WOLVERINE WORLD WIDE, Inc.

wolverineworldwide.com

9341 Courtland Drive NE Rockford MI 49351 T 616 866 5500

Ms. Tia L. Jenkins

Securities and Exchange Commission

November 25, 2013

Page 2

Form 10-Q for the Period Ended September 7, 2013

General

3.

 Please address the comments above in your interim filings, as applicable.

Response:

In future interim filings, we will present the amount of goodwill separately from the amount of indefinite-lived intangibles on our balance sheet. On an interim basis, we will continue to separately disclose any balance sheet caption exceeding 10 percent of total assets in accordance with Rule 10-01(a)(2) of Regulation S-X.

Financial Statements

Note 15. Subsidiary Guarantors of the Notes, page 19

4.

 Please disclose, if true, that each of your guarantor subsidiaries are 100% owned as defined in Rule 3-10(h) of Regulation S-X.

Response:

Each of our guarantor subsidiaries is 100% owned as defined in Rule 3-10(h) of Regulation S-X.  We had previously disclosed that our guarantor subsidiaries are "wholly-owned".  We will change our footnote disclosure in all future periodic filings to state that such guarantor subsidiaries are "100% owned subsidiaries".

As requested in the Staff's letter, the Company hereby acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the Form 10-K and Form 10-Q;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Form 10-K and Form 10-Q; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you should have any questions or further comments with respect to the Form 10-K or Form 10-Q, please direct them to me by phone at 616-863-4404 or by email at don.grimes@wwwinc.com.

 Sincerely,

/s/ Donald T. Grimes

Donald T. Grimes

Senior Vice President, Chief Financial Officer and Treasurer

November 18 , 2013

Via E -Mail
Mr. Blake W. Krueger
Chief Executive Officer
Wolverine World Wide, Inc.
9341 Courtland Drive N.E.
Rockford, M I 49351

Re: Wolverine World Wide, I nc.
 Form 10-K for the Year Ended December 29, 2012
Filed February 2 7, 2013
File No. 001-06024

Dear Mr. Krueger :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comme nts apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additio nal comments.

Form 10 -K for the Year Ended December 29, 2012

Financial Statements

Consolidated Balance Sheets , page A -1

1. Please present goodwill separately from indefinite -lived intangibles  on your balance sheet
in future filings .  Refer  to ASC 350 -20-45-1 and ASC 350 -30-45-1.

2. In future filings, please  separately disclose, either on your  balance sheet or in your
footnotes, any elements of other accrued liabilities that exceed  5 percent  of total current
liabilities.  Refer to  Rule 5 -02(20) of Regulation S -X.  Please show us supplementally
your revised disclosures, if applicable.

Mr. Blake W. Krueger
Wolverine World Wide  Inc.
November 18 , 2013
Page 2

Form 10 -Q for the Period Ended September 7, 2013

General

3. Please address the comments above in your interim filings, as applicable.

Financial Statements

Note 15. Subsidiary Guarantors of the Notes, page 19

4. Please disclose, if true,  that each of your guarantor subsidiaries are 100% owned as
defined in Rule 3 -10(h) of Regulation S -X.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating  to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the  adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments  as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Dee Dee Hurst  at 202-551-3681  or Rufus Decker  at 202-551-3769  if
you have questions regarding comments on the  financial statements and re lated matters.

Sincerely,

/s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel , and
Mining

January 17, 2012
 Via E-mail

Donald T. Grimes Chief Financial Officer Wolverine World Wide, Inc. 9341 Courtland Drive N.E. Rockford, Michigan 49351
Re: Wolverine World Wide, Inc.
 Form 10-K for Fiscal Year Ended January 1, 2011
Filed March 2, 2011 File No. 001-06024

Dear Mr. Grimes:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
/s/Tia L. Jenkins

Tia L. Jenkins Senior Assistant Chief Accountant Office of Beverages, Apparel and Mining

CORRESP
1
filename1.htm

Correspondence

 January 6, 2012

 VIA EDGAR AND EMAIL

 Ms. Tia Jenkins

Senior Assistant Chief Accountant

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

September 30,

Re:

Wolverine World Wide, Inc.

Form 10-K for the fiscal year ended January 1, 2011

Filed March 2, 2011

File No. 001-06024

 Dear Ms. Jenkins:

 This letter responds to the letter from the staff (the “Staff”) of the United States Securities and Exchange Commission (the
“Commission”), dated December 22, 2011, regarding the Form 10-K for the fiscal year ended January 1, 2011 filed by Wolverine World Wide, Inc. (the “Company,” “Wolverine,” “we” or “us”),
filed on March 2, 2011 (the “Form 10-K”). Each of your comments is set forth below, followed by our corresponding response.

Form 10-K for Fiscal Year Ended January 1, 2011

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 24

 Results of Operations, page 25

 1. Throughout this section, you often use the word
“primarily” or refer to two or more factors that contributed to material changes over the reported periods. For example, you state “strong organic growth in unit volume and higher average selling price for the brand footwear, apparel
and licensing operations resulted in $122.1 million of the increase” in revenue. Also, you state that the increase in gross margin was “primarily resulted from restructuring and other transition costs…” In future filings, please
quantify the amount of the changes contributed by each of the factors or events that you identify. See Section III.D of SEC Release 33-6835 (May 18, 1989).

 Response:

 In future filings, we will quantify the amount of the changes
contributed by each of the identified factors or events in accordance with SEC Release 33-6835 and Instruction 4 to Item 303(a) of Regulation S-K.

 2. We note your general discussion in results of operation on lower foreign tax rates. In this regard, we
note the trend in your earnings before taxes from foreign affiliates and your provision for foreign income taxes. Please provide additional disclosures that explain in greater detail the impact on your effective income tax rates and obligations of
having earnings in countries where you have lower statutory tax rates. To the extent that certain countries have a more significant impact on your effective tax rate, then tell us how you considered clarifying this information and including a
discussion regarding how potential changes in such countries’ operations or the tax environment may impact your results of operations. Please discuss the material trends and uncertainties in the increases in nontaxable earnings in foreign
affiliates. Please provide us with the text of proposed disclosures to be included in future filings. We refer you to Section III.B of SEC Release 34-48960.

 Response:

 We are a United States based multinational company subject to tax in
multiple U.S. and foreign tax jurisdictions. Our effective tax rate generally differs from the U.S. federal statutory rate due primarily to lower tax rates on earnings generated by our foreign operations. We have not provided for U.S. taxes for
those earnings because we plan to reinvest all of those earnings indefinitely outside the U.S. In Note 7, Income Taxes, to our consolidated financial statements included in the Form 10-K on pages A-16 to A-18, we provide information regarding
(1) the foreign component of our pre-tax earnings, (2) the provision for taxes on both our foreign and domestic earnings, and (3) a reconciliation of the amount computed by applying the U.S. federal statutory income tax rate of 35% to
our earnings before income taxes and our total income tax expense based on our effective tax rate. This reconciliation includes separate line items for foreign income in jurisdictions not subject to income tax (see the line item captioned
“nontaxable earnings of foreign affiliates”) and for the effect of foreign earnings taxed at rates lower than the U.S. federal income tax rate (see the line item captioned “foreign earnings taxed at rates different from the U.S.
statutory rate”) We also disclose in Note 7 our expectation that the earnings of our foreign subsidiaries will remain invested overseas indefinitely, and we disclose the amount of those undistributed earnings.

A significant amount of our earnings are generated by our Canadian, European and Asia Pacific subsidiaries and, to a lesser extent, by operations in
jurisdictions that are not subject to income tax and free trade zones where we own manufacturing operations. Our effective tax rate will fluctuate based on the mix of earnings from the U.S. and these foreign jurisdictions. However, our effective tax
rates for 2009 and 2010, and our projected effective tax rate for 2011 are not materially different, and we do not currently anticipate significant changes in our effective tax rate in the future. In contrast, our effective tax rate in 2009
decreased by four percent from our effective tax rate in 2008, and we disclosed the reason for the change under the heading “Interest, Other and Taxes” on page 28 of our Form 10-K for fiscal 2009.

In connection with the Form 10-K, we considered the following factors in evaluating our disclosure regarding our effective tax rate: (1) specific
disclosures made in previous filings regarding the reasons for changes in our effective tax rate; (2) the information provided in the

 2

reconciliation of the amount computed by applying the statutory federal income tax rate of 35% to our earnings before income taxes and our total income tax expense, as well as in other specific
disclosures regarding the effects of generating earnings in lower-tax jurisdictions; and (3) the fact that there are no currently-anticipated material changes in our operations or treatment of foreign income. The Company is not currently aware
of actual or proposed changes in any specific jurisdiction’s tax environment that would be material to the Company. We respectfully advise the Staff that, based on the factors mentioned above and the disclosure in our Form 10-K, we believe the
Form 10-K provides investors with the information necessary to understand the impact on our effective income tax rate and obligations of our earnings in countries that have lower statutory tax rates than the U.S. However, we acknowledge the
Staff’s comment and after considering our current disclosures and the general effect of possible future changes in other factors that could affect the Company’s effective tax rate, we propose to include in future filings the disclosures
described below.

 We propose to add the following risk factor to Section 1A of our future filings, including our Annual Report on Form
10-K for our fiscal year ended December 31, 2011. This disclosure will provide further information about the nature and effect of possible changes in our effective tax rate in the future:

A significant amount of the Company’s earnings are generated by its Canadian, European and Asia Pacific subsidiaries and, to a lesser extent, in
jurisdictions that are not subject to income tax and free trade zones where the Company owns manufacturing operations. As a result, the Company’s income tax expense has historically differed from the tax computed at the U.S. federal statutory
income tax rate due to discrete items and because the Company does not provide for U.S. taxes on earnings the Company considers permanently reinvested in foreign operations. The Company’s future effective tax rates could be unfavorably affected
by factors including: changes in the tax rates in jurisdictions in which the Company generates income; changes in, or in the interpretation of, tax rules and regulations in the jurisdictions in which the Company does business; decreases in the
amount of earnings in countries with low statutory tax rates; or if the Company repatriates foreign earnings for which no provision for U.S. taxes has previously been made. An increase in the Company’s effective tax rate could have a material
adverse effect on the Company’s after-tax results of operations and financial position.

 In addition, the Company’s income tax
returns are subject to examination by the Internal Revenue Service and other domestic and foreign tax authorities. The Company regularly assesses the likelihood of outcomes resulting from these examinations to determine the adequacy of the
Company’s provision for income taxes and establishes reserves for potential adjustments that may result from these examinations. While the Company believes the estimates used to establish these reserves are reasonable, there can be no assurance
that the final determination of any of these examinations will not have an adverse effect on the Company’s results of operations and financial position.

 In future filings we also propose to expand our discussion in MD&A consistent with the following:

 The Company maintains certain strategic management and operational activities in overseas subsidiaries and our foreign earnings are taxed at rates that are generally lower than the U.S. federal statutory
income tax rate. A significant amount of the Company’s earnings are generated by its Canadian, European and Asia Pacific subsidiaries and, to a lesser extent, in jurisdictions that are not subject to income tax and free trade zones where the
Company owns manufacturing operations. The Company has not provided for U.S. taxes for earnings generated in foreign jurisdictions because it plans to reinvest these earnings indefinitely outside the U.S. However, if certain foreign earnings
previously treated as permanently reinvested are repatriated, the additional U.S. tax liability could have a material adverse effect on the Company’s after-tax results of operations and financial position.

 3

 In addition, in our future filings, we propose to disclose: (1) fluctuations of our pre-tax earnings
among various jurisdictions where the impact of such fluctuations on our effective tax rate is material; (2) any potential material exposure related to expected changes in tax rates in jurisdictions where we operate; and (3) any discrete
items which materially impact the comparability of our effective tax rate between periods.

 As requested in your letter, the Company hereby
acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the Form 10-K;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Form
10-K; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 If you should have any questions or further comments with respect to the Form 10-K, please direct them
to me by phone at 616-863-4404 or by email at grimesdo@wwwinc.com.

 Sincerely,

/s/ Donald T. Grimes

 Donald T. Grimes

 Chief Financial Officer

 4

December 22, 2011
 Via E-mail

Donald T. Grimes Chief Financial Officer Wolverine World Wide, Inc.
9341 Courtland Drive N.E.
Rockford, Michigan 49351
Re: Wolverine World Wide, Inc.
 Form 10-K for Fiscal Year Ended January 1, 2011
Filed March 2, 2011 File No. 001-06024

Dear Mr. Grimes:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for Fiscal Year Ended January 1, 2011

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 24
 Results of Operations, page 25

 1. Throughout this section, you often use the word  “primarily” or refer to two or more
factors that contributed to ma terial changes over the report ed periods.  For example, you
state “strong organic growth in unit volume and higher average selli ng price for the brand
footwear, apparel and licensing operations resulted in $122.1 million of the increase” in
revenue.  Also, you state that the increase in gross margin was “primarily resulted from
restructuring and other transition costs…”  In future filings, please quantify the amount of the changes contributed by each of the factors or events th at you identify.  See Section
III.D of SEC Release 33-6835 (May 18, 1989).

Donald T. Grimes Wolverine World Wide, Inc. December 22, 2011 Page 2

2. We note your general discussion in results of ope ration on lower foreign tax rates.  In this
regard, we note the trend in your earnings be fore taxes from forei gn affiliates and your
provision for foreign income taxe s.  Please provide additional disclosures that explain in
greater detail the impact on your effective income tax rates and obligations of having
earnings in countries where you have lower statut ory tax rates.  To the extent that certain
countries have a more significant impact on your  effective tax rate, then tell us how you
considered clarifying this information and including a discussion regarding how potential
changes in such countries’ operations or the tax environment may impact your results of
operations.  Please discuss the material tre nds and uncertainties in the increases in
nontaxable earnings in foreign affiliates.  Please provide us with the text of proposed
disclosures to be included in future filings.  We refer you to Section III.B of SEC Release
34-48960.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Suying Li  at (202) 551-3335 or Nasreen  Mohammed at (202) 551-3773
if you have questions regarding comments on the fi nancial statements and related matters.

Sincerely,
   /s/Tia L. Jenkins   Tia Jenkins
Senior Assistant Chief Accountant Office of Beverages, Apparel and Mining

October 12, 2006

Mail Stop 3561

By Facsimile and U.S. Mail

Mr. Timothy J. O’Donovan
Chief Executive Officer
Wolverine World Wide, Inc.
9341 Courtland Drive
Rockford, Michigan 49351

Re: Form 10-K for the year ended December 31, 2005
 Filed March 15, 2006
 File No.  1-06024

Dear Mr. O’Donovan:

  We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

Sincerely,

         William Choi
         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Wolverine World Wide SEC Correspondence Filing - 10/12/06

9341 Courtland Drive N.E.

Rockford, MI 49351  USA

tel: 616 863-3918

fax: 616 866-5625

e-mail: zwiersji@wwwinc.com

JAMES D. ZWIERS, J.D., C.P.A.

General Counsel and Assistant Secretary

October 12, 2006

Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549-3651

VIA EDGAR

Attn:

William Choi

Accounting Branch Chief

Mail Stop:  3561

RE:

Wolverine World Wide, Inc.

Response to Additional Comment Dated September 29, 2006

File No. 1-06024

Dear Mr. Choi:

          Timothy J. O'Donovan, Chief Executive Officer of Wolverine World Wide, Inc. (the "Company"), forwarded to me your letter dated September 29, 2006, with respect to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005.  We present the following explanations, responses, and supplemental information, numbered to correspond to the numbered comments in your letter.  For the convenience of the Staff, each of the Staff's comments is set forth in full and the Company's response thereto immediately follows.

Form 10-K for the year ended December 31, 2005

Appendix A.  Financial Statements

Consolidated Statements of Stockholders' Equity and Comprehensive Income, page 2

Comment 1:

We note your response to comment 1 in our letter dated September 6, 2006 and understand that the treasury shares were issued to fund a portion of your stock split.  However, it is still unclear to us why your accounting treatment is appropriate under GAAP and why the charge to additional paid-in capital should represent the amount of previous repurchases over par value on the same class of stock.  Please tell us what authoritative guidance supports your accounting treatment if paragraph 12 of APB 6 is not relevant by analogy.  In addition, please tell us what the effect would be if you applied APB 6.

Mr. Choi

October 12, 2006

Response:

The Company feels that the accounting method to record the issuance of treasury shares to fund a portion of the stock split was reasonable and appropriate in the Company's circumstances and based on diversity in practice.  When recording the transaction, other registrants were identified that treated the transaction in a similar manner to the one used by the Company as described in our response dated September 19, 2006.  Per conversations with the SEC staff, the SEC would not object to the Company's assertion that treasury shares were returned to the shareholders in the form of a capital distribution.  Based on these conversations, the SEC would not object to the current accounting method utilized by the Company to record the distribution first against Additional Paid in Capital with the remainder being recorded to Retained Earnings.

*          *           *

          I hope that these responses satisfy all of the comments and issues addressed by the Staff.  If you have any questions regarding the Company's responses to your comments, please contact me at (616) 863-3918.

Sincerely,

/s/ James D. Zwiers

James D. Zwiers

General Counsel

2

September 29, 2006

Mail Stop 3561

By Facsimile and U.S. Mail

Mr. Timothy J. O’Donovan
Chief Executive Officer
Wolverine World Wide, Inc.
9341 Courtland Drive
Rockford, Michigan 49351

Re: Form 10-K for the year ended December 31, 2005
 Filed March 15, 2006
 File No.  1-06024

Dear Mr. O’Donovan:

We reviewed your responses to our prior comments on the above referenced filing
as set forth in your letter dated September 19, 2006 and have the following additional
comments.  Please provide a written response to  our comments.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or  may not raise additional comments.

Form 10-K for the year ended December 31, 2005

Appendix A. Financial Statements

Consolidated Statements of Stockholders’ Equity and Comprehensive Income, page 2

1. We note your response to comment 1 in our letter dated September 6, 2006 and
understand that the treasury shares were  issued to fund a portion of your stock
split.  However, it is still unclear to us why your accounting treatment is
appropriate under GAAP and why the charge  to additional paid -in capital should
represent the amount of prev ious repurchases over par value on the same class of
stock.  Please tell us what authoritative guidance supports your accounting

Mr. Timothy J. O’Donovan
Wolverine World Wide, Inc. September 29, 2006
Page 2
treatment if paragraph 12 of APB 6 is not relevant by analogy.  In addition, please
tell us what the effect would be if you applied APB 6.

 Please respond to these comments within 10 business days or tell us when you will provide us with a response.  Please furnish a letter that keys your responses to our
comments and provide any requested information.  Detailed letters gr eatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.

 If you have any questions regarding these comments, please direct them to John Cannarella, Staff Accountant, at  (202) 551-3337.  In his absence, direct your questions to
William Thompson at (202) 551-3334.  Any other questions may be directed to me at
(202) 551-3716.

Sincerely,

         William Choi
         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Wolverine World Wide SEC Correspondence Filing - 09/19/06

9341 Courtland Drive N.E.

Rockford, MI 49351  USA

tel: 616 863-3918

fax: 616 866-5625

e-mail: zwiersji@wwwinc.com

JAMES D. ZWIERS, J.D., C.P.A.

General Counsel and Assistant Secretary

September 19, 2006

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-3651

VIA EDGAR

Attn:

William Choi

Accounting Branch Chief

Mail Stop:  3561

RE:

Wolverine World Wide, Inc.

Response to Additional Comments Dated September 6, 2006

File No. 1-06024

Dear Mr. Choi:

          Timothy J. O'Donovan, Chief Executive Officer of Wolverine World Wide, Inc. (the "Company"), forwarded to me your letter dated September 6, 2006, with respect to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005. We present the following explanations, responses, and supplemental information, numbered to correspond to the numbered comments in your letter. For the convenience of the Staff, each of the Staff's comments is set forth in full and the Company's response thereto immediately follows.

Form 10-K for the year ended December 31, 2005

Appendix A. Financial Statements

Consolidated Statements of Stockholders' Equity and Comprehensive Income, page 2

Comment 1:

We note your response to comment 3 of our letter dated August 16, 2006. You indicated that the cost of treasury stock allocated to additional paid-in capital represented previous repurchases over par value on the same class of stock included in additional paid-in capital. Please tell us how you derived the amounts previously included in additional paid-in capital and how the amounts arose. In doing so, please clarify whether the amounts previously included in additional paid-in capital represented capital surplus arising from previous retirements, net gains on previous sales of treasury stock or other amounts.

Mr. Choi

September 19, 2006

Response:

To further explain our initial response to comment 3 of your letter dated August 16, 2006, and comment 1 above, the Company would like to clarify that treasury shares were not retired in 2005 but were issued to partially fund a stock split transaction. In 2005, the Company completed a three-for-two stock split of common stock outstanding as of January 3, 2005. To execute this split, the Company elected to follow an option allowed by New York Stock Exchange (NYSE) listing standards to only split outstanding (not treasury) shares of common stock and to issue treasury shares to fund a portion of the stock split of the outstanding shares. The funding of the stock split occurred in part through the issuance of treasury shares and was approved by the NYSE per the attached letter dated December 22, 2004. No treasury shares were retired in 2005 either prior to or in connection with the stock split.

While paragraph 12 of APB 6 addresses the accounting for treasury stock in general, it does not provide guidance when treasury shares are issued in connection with a stock split or other equity restructuring. Because the Company did not purchase or retire treasury shares, the Company did not consider paragraph 12 of APB 6 to be the applicable accounting guidance. The accounting treatment the Company followed, commonly utilized in instances where the par value is not adjusted in conjunction with a stock split, results in an increase to common stock and a corresponding reduction to additional paid-in capital to properly state these accounts. Accordingly, because the funding of the stock split by issuing treasury shares was not a retirement or reissuance, the Company recorded the use of the treasury shares to fund the stock split at a weighted average cost of $158,803,000.

The Company will enhance its footnote disclosure beginning with the 2006 third quarter 10-Q as follows:

STOCK SPLIT

On December 15, 2004, the Company announced a three-for-two stock split in the form of a stock dividend on shares of common stock outstanding at January 3, 2005 that was distributed to stockholders on February 1, 2005. All share and per share amounts in the consolidated financial statements and related notes have been adjusted for all periods to reflect the stock split. Treasury shares were not split in the transaction however, in conjunction with the stock split, 9,352,361 shares of Treasury Stock were issued to fund a portion of the transaction.

Consolidated Statements of Cash Flows, page 4

Comment 2:

We note your response to comment 4 of our letter dated August 16, 2006. Please tell us the total amount of life insurance premiums paid and included in cash flows from operating activities for each of the years presented. Please also tell us why life insurance premiums paid or the increase in cash surrender value, if less than premiums paid, are properly classified as operating cash flows as opposed to investing cash flows. Please refer to Section 1300.13 of The AICPA Technical Practice Aids. In addition, please tell us why purchase of trademarks is properly classified as operating cash flows as opposed to investing cash flows.

2

Mr. Choi

September 19, 2006

Response:

As discussed in Note 6 to the fiscal 2005 financial statements, the Company maintains life insurance policies whose cash surrender values are intended to fund deferred compensation benefits under its Supplemental Executive Retirement Plan and deferred compensation agreements. As such, the Company has historically elected to present the change in the cash surrender value of life insurance within operating cash flows consistent with the fact that the changes in the liabilities that they are intended to fund are also included within this section of the cash flow statement. However, as the Staff points out, Section 1300.13 of the AICPA Technical Practice Aids indicates that increases in the cash surrender value of life insurance, to the extent of premiums paid, should be reflected within investing cash flows. Accordingly, the Company will follow the requirements of Section 1300.13 in future filings and record a reclassification between operating and investing cash flows beginning with the 2006 third quarter 10-Q and for any prior periods presented in the 2006 third quarter 10-Q and future filings as discussed below.

Purchases of trademarks have been classified within operating cash flows in the past. In future filings, the Company will record purchases of trademarks within investing cash flows and record a reclassification between operating and investing cash flows beginning with the 2006 third quarter 10-Q and for any prior periods presented in the 2006 third quarter 10-Q and future filings as discussed below.

The Company concurs with the Staff's comments on both of these items. Due to the size of the items involved, the Company considers these amounts to be immaterial (as noted in the table below) and therefore the proposed treatment of reclassifying the amounts in future filings beginning with the 2006 third quarter 10-Q and for any prior periods presented in the 2006 third quarter 10-Q and future filings is appropriate. As part of the determination that these matters are considered immaterial, the Company also concluded that none of the qualitative considerations that are addressed in Staff Accounting Bulletin No. 99, Materiality, are deemed applicable.

($ in 000s)

2005

2004

2003

Increase in cash surrender value

     in excess of premiums paid

$   (1,442

)

$   (1,147

)

$   (1,357

)

Premiums paid

(885

)

(903

)

(895

)

Increase in cash surrender value

(2,327

)

(2,050

)

(2,252

)

Purchases of trademarks

(1,748

)

(1,021

)

(1,311

)

Reported cash flows from operations

119,651

106,361

102,203

Premiums paid as a % of operating cash flows

0.7%

0.8%

0.9%

Purchases of trademarks as a % of operating

     cash flows

1.5%

1.0%

1.3%

3

Mr. Choi

September 19, 2006

*          *          *

          I hope that these responses satisfy all of the comments and issues addressed by the Staff. If you have any questions regarding the Company's responses to your comments, please contact me at (616) 863-3918.

Sincerely,

/s/ James D. Zwiers

James D. Zwiers

General Counsel

4

9341 Courtland Drive N.E.

Rockford, MI 49351  USA

tel: 616 866-5504

fax: 616 866-0257

TIMOTHY J. O'DONOVAN

President and Chief Executive Officer

December 22, 2004

New York Stock Exchange, Inc. 978097

20 Broad Street'17th Floor

New York, New York 10005

978097-12/29/04-1

Company:  WOLVERINE WORLD WIDE, INC.

Symbol:  WWW

Security:  Common Stock

No. Shares outstanding (as of December 13, 2004) 38,443,410 shares

No. of Treasury Shares:  9,418,822 shares (These shares are not included in the number of Shares currently outstanding)

Transaction:  A Three-for-Two stock split to be distributed on February 1, 2005 to record holders of Common Stock at the close of business on January 3, 2005.  Only outstanding shares will be split; treasury shares will not be split.  Treasury shares will be used to fund a portion of the split.

Security:  Common Stock

Shares to be Issued:

9,947,017

Shares to be Reserved:

2,553,869

All requisite approvals and authorizations will have been received, and required supporting documents relating to this transaction will have been filed with the New York Stock Exchange.

WOLVERINE WORLD WIDE, INC.

By:

/s/ Timothy J. O'Donovan

Timothy J. O'Donovan

Its CEO and President

The New York Stock Exchange, Inc. hereby authorizes, upon official notice of issuance, the listing the additional Common Stock.

NEW YORK STOCK EXCHANGE, INC.

By:

/s/ Janice O'Neill

Janice O'Neill

Vice President, Corporate Compliance

*Estimate based on aggregate number of shares issued and reserved for issuance on December 13, 2004.  The actual numbers of shares to be issued and reserved for issuance pursuant to this Application are expected to be less than the numbers of shares reported.  In addition to the estimated 9,902,883 newly issued shares, an estimated 9,318,822 treasury shares will be distributed pursuant to the stock split.

CORRESP
1
filename1.htm

Wolverine World Wide SEC Correspondence Filing - 09/19/06

9341 Courtland Drive N.E.

Rockford, MI 49351  USA

tel: 616 863-3918

fax: 616 866-5625

e-mail: zwiersji@wwwinc.com

JAMES D. ZWIERS, J.D., C.P.A.

General Counsel and Assistant Secretary

September 19, 2006

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-3651

VIA EDGAR

Attn:

William Choi

Accounting Branch Chief

Mail Stop:  3561

RE:

Wolverine World Wide, Inc.

Response to Additional Comments Dated September 6, 2006

File No. 1-06024

Dear Mr. Choi:

          Timothy J. O'Donovan, Chief Executive Officer of Wolverine World Wide, Inc. (the "Company"), forwarded to me your letter dated September 6, 2006, with respect to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005. We present the following explanations, responses, and supplemental information, numbered to correspond to the numbered comments in your letter. For the convenience of the Staff, each of the Staff's comments is set forth in full and the Company's response thereto immediately follows.

Form 10-K for the year ended December 31, 2005

Appendix A. Financial Statements

Consolidated Statements of Stockholders' Equity and Comprehensive Income, page 2

Comment 1:

We note your response to comment 3 of our letter dated August 16, 2006. You indicated that the cost of treasury stock allocated to additional paid-in capital represented previous repurchases over par value on the same class of stock included in additional paid-in capital. Please tell us how you derived the amounts previously included in additional paid-in capital and how the amounts arose. In doing so, please clarify whether the amounts previously included in additional paid-in capital represented capital surplus arising from previous retirements, net gains on previous sales of treasury stock or other amounts.

Mr. Choi

September 19, 2006

Response:

To further explain our initial response to comment 3 of your letter dated August 16, 2006, and comment 1 above, the Company would like to clarify that treasury shares were not retired in 2005 but were issued to partially fund a stock split transaction. In 2005, the Company completed a three-for-two stock split of common stock outstanding as of January 3, 2005. To execute this split, the Company elected to follow an option allowed by New York Stock Exchange (NYSE) listing standards to only split outstanding (not treasury) shares of common stock and to issue treasury shares to fund a portion of the stock split of the outstanding shares. The funding of the stock split occurred in part through the issuance of treasury shares and was approved by the NYSE per the attached letter dated December 22, 2004. No treasury shares were retired in 2005 either prior to or in connection with the stock split.

While paragraph 12 of APB 6 addresses the accounting for treasury stock in general, it does not provide guidance when treasury shares are issued in connection with a stock split or other equity restructuring. Because the Company did not purchase or retire treasury shares, the Company did not consider paragraph 12 of APB 6 to be the applicable accounting guidance. The accounting treatment the Company followed, commonly utilized in instances where the par value is not adjusted in conjunction with a stock split, results in an increase to common stock and a corresponding reduction to additional paid-in capital to properly state these accounts. Accordingly, because the funding of the stock split by issuing treasury shares was not a retirement or reissuance, the Company recorded the use of the treasury shares to fund the stock split at a weighted average cost of $158,803,000.

The Company will enhance its footnote disclosure beginning with the 2006 third quarter 10-Q as follows:

STOCK SPLIT

On December 15, 2004, the Company announced a three-for-two stock split in the form of a stock dividend on shares of common stock outstanding at January 3, 2005 that was distributed to stockholders on February 1, 2005. All share and per share amounts in the consolidated financial statements and related notes have been adjusted for all periods to reflect the stock split. Treasury shares were not split in the transaction however, in conjunction with the stock split, 9,352,361 shares of Treasury Stock were issued to fund a portion of the transaction.

Consolidated Statements of Cash Flows, page 4

Comment 2:

We note your response to comment 4 of our letter dated August 16, 2006. Please tell us the total amount of life insurance premiums paid and included in cash flows from operating activities for each of the years presented. Please also tell us why life insurance premiums paid or the increase in cash surrender value, if less than premiums paid, are properly classified as operating cash flows as opposed to investing cash flows. Please refer to Section 1300.13 of The AICPA Technical Practice Aids. In addition, please tell us why purchase of trademarks is properly classified as operating cash flows as opposed to investing cash flows.

2

Mr. Choi

September 19, 2006

Response:

As discussed in Note 6 to the fiscal 2005 financial statements, the Company maintains life insurance policies whose cash surrender values are intended to fund deferred compensation benefits under its Supplemental Executive Retirement Plan and deferred compensation agreements. As such, the Company has historically elected to present the change in the cash surrender value of life insurance within operating cash flows consistent with the fact that the changes in the liabilities that they are intended to fund are also included within this section of the cash flow statement. However, as the Staff points out, Section 1300.13 of the AICPA Technical Practice Aids indicates that increases in the cash surrender value of life insurance, to the extent of premiums paid, should be reflected within investing cash flows. Accordingly, the Company will follow the requirements of Section 1300.13 in future filings and record a reclassification between operating and investing cash flows beginning with the 2006 third quarter 10-Q and for any prior periods presented in the 2006 third quarter 10-Q and future filings as discussed below.

Purchases of trademarks have been classified within operating cash flows in the past. In future filings, the Company will record purchases of trademarks within investing cash flows and record a reclassification between operating and investing cash flows beginning with the 2006 third quarter 10-Q and for any prior periods presented in the 2006 third quarter 10-Q and future filings as discussed below.

The Company concurs with the Staff's comments on both of these items. Due to the size of the items involved, the Company considers these amounts to be immaterial (as noted in the table below) and therefore the proposed treatment of reclassifying the amounts in future filings beginning with the 2006 third quarter 10-Q and for any prior periods presented in the 2006 third quarter 10-Q and future filings is appropriate. As part of the determination that these matters are considered immaterial, the Company also concluded that none of the qualitative considerations that are addressed in Staff Accounting Bulletin No. 99, Materiality, are deemed applicable.

($ in 000s)

2005

2004

2003

Increase in cash surrender value

     in excess of premiums paid

$   (1,442

)

$   (1,147

)

$   (1,357

)

Premiums paid

(885

)

(903

)

(895

)

Increase in cash surrender value

(2,327

)

(2,050

)

(2,252

)

Purchases of trademarks

(1,748

)

(1,021

)

(1,311

)

Reported cash flows from operations

119,651

106,361

102,203

Premiums paid as a % of operating cash flows

0.7%

0.8%

0.9%

Purchases of trademarks as a % of operating

     cash flows

1.5%

1.0%

1.3%

3

Mr. Choi

September 19, 2006

*          *          *

          I hope that these responses satisfy all of the comments and issues addressed by the Staff. If you have any questions regarding the Company's responses to your comments, please contact me at (616) 863-3918.

Sincerely,

/s/ James D. Zwiers

James D. Zwiers

General Counsel

4

September 6, 2006

Mail Stop 3561

By Facsimile and U.S. Mail

Mr. Timothy J. O’Donovan
Chief Executive Officer
Wolverine World Wide, Inc.
9341 Courtland Drive
Rockford, Michigan 49351

Re: Form 10-K for the year ended December 31, 2005
 Filed March 15, 2006
 File No.  1-06024

Dear Mr. O’Donovan:

We reviewed your responses to our prior comments on the above referenced filing
as set forth in your letter dated August 29, 2006 and have the following additional
comments.  Please provide a written response to  our comments.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or  may not raise additional comments.

Form 10-K for the year ended December 31, 2005

Appendix A. Financial Statements

Consolidated Statements of Stockholders’ Equity and Comprehensive Income, page 2

1. We note your response to comment 3 of  our letter dated August 16, 2006.  You
indicated that the cost of treasury stock allocated to additional paid-in capital represented previous repurchases over par value on the same class of stock
included in additional paid-i n capital.  Please tell us  how you derived the amounts
previously included in additional paid-i n capital and how the amounts arose.  In
doing so, please clarify whether the amount s previously included in additional

Mr. Timothy J. O’Donovan
Wolverine World Wide, Inc. September 6, 2006
Page 2

paid-in capital represented capital surplus arising from previous retirements, net
gains on previous sales of treas ury stock or other amounts.

Consolidated Statements of Cash Flows, page 4

2. We note your response to comment 4 of our letter dated August 16, 2006.  Please
tell us the total amount of life insuran ce premiums paid and included in cash
flows from operating activities for each of the years pres ented.  Please also tell us
why life insurance premiums paid or the increase in cash surre nder value, if less
than premiums paid, are properly classifi ed as operating cash flows as opposed to
investing cash flows.  Please refer to  Section 1300.13 of The AICPA Technical
Practice Aids.  In addition, please tell us why purchase of trademarks is properly classified as operating cash flows as  opposed to investing cash flows.

 Please respond to these comments within 10 business days or tell us when you will provide us with a response.  Please furnish a letter that keys your responses to our
comments and provide any requested information.  Detailed letters gr eatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.

 If you have any questions regarding these comments, please direct them to John
Cannarella, Staff Accountant, at  (202) 551-3337.  In his absence, direct your questions to
William Thompson at (202) 551-3334.  Any other questions may be directed to me at
(202) 551-3716.

Sincerely,

         William Choi
         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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filename1.htm

Wolverine World Wide Correspondence - 08-29-06

9341 Courtland Drive N.E.

Rockford, MI 49351  USA

tel:  616 863-3918

fax:  616 866-5625

e-mail:  zwiersji@wwwinc.com

JAMES D. ZWIERS, J.D., C.P.A.

General Counsel and Assistant Secretary

August 29, 2006

Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549-3651

VIA EDGAR

Attn:

William Choi

Accounting Branch Chief

Mail Stop:  3561

RE:

Wolverine World Wide, Inc.

Response to Comment Letter Dated August 16, 2006

File No. 1-06024

Dear Mr. Choi:

          Timothy J. O'Donovan, Chief Executive Officer of Wolverine World Wide, Inc. (the "Company"), forwarded to me your letter dated August 16, 2006, with respect to the Company's  Annual Report on Form 10-K for the fiscal year ended December 31, 2005.  We present the following explanations, responses, and supplemental information, numbered to correspond to the numbered comments in your letter.  For the convenience of the Staff, each of the Staff's comments is set forth in full and the Company's response thereto immediately follows.

Form 10-K for the year ended December 31, 2005

Controls and Procedures, page 36

Comment 1:

Disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) include controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms and is accumulated and communicated to the issuer's management, including its

Mr. Choi

August 29, 2006

principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  It appears that your chief executive and chief financial officers limited their conclusion regarding the effectiveness of your disclosure controls and procedures to those controls and procedures designed to ensure that they are timely alerted to material information required to be included in your periodic filings with the SEC.  Please confirm to us that your disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) are effective as of the end of the period covered by the report or revise your disclosure accordingly.  In addition, please revise your disclosure in future filings to encompass the entire definition of disclosure controls and procedures in the conclusion of your chief executive and chief financial officers regarding the effectiveness of your disclosure controls and procedures.  Alternatively, please revise to remove the limited definition of disclosure controls and procedures from the conclusion of your chief executive and chief financial officers regarding the effectiveness of your disclosure controls and procedures.

Response:

The Company's disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), were effective as of the end of the period covered by the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005.  Disclosures in future filings will not include the limited definition of disclosure controls and procedures in the conclusion of the Company's Chief Executive Officer and Chief Financial Officer regarding the effectiveness of the Company's disclosure controls and procedures.

Appendix A. Financial Statements

Consolidated Statements of Stockholders' Equity and Comprehensive Income, page 2

Comment 2:

In future filings please disclose reclassification adjustments related to gains and losses on foreign exchange contracts that were realized and included in net income on the face or in the notes to the financial statements.  Please refer to paragraph 20 of SFAS 130.

Response:

For the year-ended, December 31, 2005, ($50,839) was realized and included in net income related to foreign exchange contracts.  In future filings we will disclose material reclassification adjustments related to gains and losses on foreign exchange contracts that were realized and included in net income on the face or in the notes to the financial statements as suggested in paragraph 20 of SFAS 130.

2

Mr. Choi

August 29, 2006

Comment 3:

It appears that 9,352,361 shares of treasury stock were retired in 2005 prior to the stock split.  If so, please tell us how you accounted for the retirement and determined the amounts allocated to additional paid-in capital and retained earnings.  Please refer to paragraph 12 of APB 6.  Otherwise, please tell us the basis for your accounting treatment of the impact of the stock split on treasury shares in 2005.  In addition, it appears that there were 9,452,361 shares of treasury stock at January 1, 2005 and that 100,000 shares of those shares were not retired.  Please advise.  Further, if the treasury shares were retired in connection with the stock split, please revise your presentation and disclosure in future filings to clarify the nature of the transaction.

Response:

In order to fund a portion of the Three-for-Two stock-split transaction, 9,352,361 shares of treasury stock were issued out of a total treasury stock balance of 9,452,361 and did not constitute a retirement of shares.  There were 100,000 shares still remaining in treasury at December 31, 2005.  Only outstanding shares were split; treasury shares were not split but were used to fund a portion of the transaction.  In our interpretation, paragraph 12 in APB 6 did not appear to be applicable guidance related to this transaction, however similar considerations were involved in order to record the issuance of these treasury shares to fund the stock split that resulted in adjustments to par value, additional paid-in capital and retained earnings. The par value of the shares were charged to the specific stock issued and the excess of the purchase price over the par value was allocated between additional paid-in capital and retained earnings.  The total value of the 9,452,361 treasury shares was $160,474,000.  As mentioned previously, 100,000 shares remained in treasury.  The 9,352,361 treasury shares were issued for $1 par value per share or $9,352,361.  There was a remaining cost less than the issued amount of approximately $149,451,000.  Previous repurchases over par value of $104,726,000 on the same class of stock were included in additional paid-in capital.  Therefore $104,726,000 was charged to additional paid-in capital and the remaining balance of $44,725,000 was then charged to retained earnings.

Consolidated Statements of Cash Flows, page 4

Comment 4:

Please tell us the items and their amounts included in the "other" line items in cash flows from operating and investing activities.  Please also tell us how you classify life insurance premiums and the increase in cash surrender value of life insurance.

3

Mr. Choi

August 29, 2006

Response:

2005

Other Operating Activities:

   Supplemental employee benefits accrual

$

4,881

   Increase in CSV of life insurance

(2,327

)

   Change in fair value of foreign exchange contracts

2,085

   Change in deferred tax related to foreign exchange contracts

1,183

   Purchase of trademarks

(1,748

)

   Loss on disposal of fixed assets

523

   Change in deferred lease obligation

414

$

5,011

Other Investing Activities:

   Proceeds from sales of fixed assets

$

513

Life insurance premiums are paid on a monthly basis and are included in Operating Activities on the cash flow statement.  The change in cash surrender value of life insurance is shown as an Operating Activity.  See the detail in the table above.

As requested, the Company acknowledges that:

•

the company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

*        *        *

          I hope that these responses satisfy all of the comments and issues addressed by the Staff.  If you have any questions regarding the Company's responses to your comments, please contact me at (616) 863-3918.

Sincerely,

/s/ James D. Zwiers

James D. Zwiers

General Counsel

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