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Executives

Christi Cowdin - Director of Investor Relations and Communications

Blake Krueger - Chairman of the Board, Chief Executive Officer and President

Don Grimes - Senior Vice President, Chief Financial Officer and Treasurer

Analysts

Kate McShane - Citi Investment Research

Edward Yruma - KeyBanc Capital Markets

Christian Buss - Credit Suisse

Jim Duffy - Stifel Nicolaus

Mitch. Kummetz - Robert Baird

Chris Svezia - Susquehanna Financial Group

Sam Poser - Sterne Agee

Diana Katz - Lazard Capital Markets

Scott Krasik - BB&T

Wolverine World Wide, Inc. (WWW) Q3 2012 Earnings Call October 16, 2012 8:30 AM ET

Operator

Good morning and welcome to Wolverine World Wide's Third Quarter 2012 Earnings Conference Call. All participants will be in a listen-only mode until the question-answer session of the conference call. This call is being recorded at the request of Wolverine World Wide. If anyone has any objections, you may disconnect at this time.

I would now like to introduce Ms. Christi Cowdin, Director of Investor Relations and Communications for Wolverine World Wide. Ms. Cowdin, you may proceed.

Christi Cowdin

Thank you, Sue. Good morning, everyone, and welcome to our third quarter 2012 conference call. On the call today are, Blake Krueger, our Chairman, CEO and President; and Don Grimes, our Senior Vice President and CFO.

Earlier this morning, we announced our financial results for the third quarter of 2012, and if you did not yet receive a copy of the press release, please call Brad Van Houte at 616-233-0500 to have one sent to you. The release is also available on many news sites or it can be viewed from our corporate website at www.wolverineworldwide.com.

Before I turn the call over to Blake, to comment on our results, I would like to remind you that the predictions and projections made in today's conference call regarding Wolverine World Wide and its operations may be considered forward-looking statements by securities laws. As a result, we must caution you that, as with any prediction or projection, there are a number of factors that could cause results to differ materially. These important risk factors are identified in the company's SEC filings and also in our press releases.

With all that being said, I would now like to turn the call over to Blake.

Blake Krueger

Good morning, everyone, and thanks for joining us today. Before I talk to you about our third quarter results, I would like to take a few minutes to discuss one of the most significant and exciting events in Wolverine's 130-year history.

The acquisition of the Performance and Lifestyle Group from Collective Brands, we're extremely excited to welcome PLG to the Wolverine World Wide family. Its portfolio of authentic, iconic brand including Sperry Top-Sider, Saucony, Keds and Stride Rite are leaders in their respective market segments and will add significant additional depth and breadth to our already strong brand portfolio.

The inclusion of these brands with a combined brand equity of over 380 years, expands our footprint in the men's and especially women's market, strengthens our athletic and outdoor offering, helps move the company into the younger casual footwear market and provides access to the retail doors and infrastructure of one of the world's most trusted children's footwear brands.

PLG is an excellent, well managed business that has been growing at a solid double-digit rate for over the last several years with fiscal 2012 revenue expected to top the $1.1 billion mark, another record for PLG.

Looking ahead, we will be focused on accelerating PLG's already robust growth pace with a concentrated focus on brand expansion into international market. We also believe, there are opportunities to achieve higher profit performance from the PLG business, as the team has the clear path forward for additional gross margin expansion and operating margin improvement.

In addition, although this acquisition is not based on the realization of significant efficiencies, we now believe that we will deliver ongoing synergies above the high-end of our previously disclosed range.

Now, I would like to provide some background about our newest brand, beginning with Sperry Top-Sider. Founded in 1935, Sperry Top-Sider is the original boat shoe brand. While it still ranks first in the important U.S. boat shoe market, it has expanded into casual and women's footwear category and continues to rank among the fastest growing footwear brands in the U.S. with revenue more than doubling in size every three years since 2002. As a result, Sperry Top-Sider has grown into a true dual-gender year-round brand with one-half of its revenue now coming from the women's offering, and the balance business across season.

In addition to accelerating international growth for Sperry, our strategic growth priorities are focused on continuing to widen its non-boat shoe product offerings, building a stronger owned retail and e-commerce business and accelerating the transition to a true lifestyle brand with a greatly expanded apparel and accessories presentation.

I'd next like to discuss the

I'd now like to discuss the Saucony brand. With roots dating back to 1898, Saucony is a premier running brand committed to inspiring runners with marketing leading innovation and technology. Today, Saucony is a leading brand in the all important U.S. run specialty channel and is poised to accelerate growth and market share with a brand's award-winning design. We will focus on leveraging Saucony and Merrell's performance credentials to create a dynamic one, two punch in running, training, trail and minimalist product.

Now let's move on to Keds. This American icon was founded in 1960 with the launch of the Keds Champion, one of the first widely distributed snickers in the industry. Today, the new Keds' management team is executing its plan to refocus the brand on its primary target consumer. Teenage girls and younger women.

The Keds brand enjoys strong awareness among the target consumers and frankly women of all ages, which should get even stronger as Keds announced just last week, a three-year partnership with multi-platinum, six time Grammy award winning singer, song writer, Taylor Swift. Taylor has become a fashion icon and she has been a fan of Keds for some time. Keds has introduced a limited edition champion snicker to help commemorate the October 22 release of her latest album, Red.

Although only a week ago, the excitement and positive response to this collaboration has been amazing. Finally, I couldn't be more pleased about the resurgence of the Stride Rite children's business, which for the last several quarters has been realizing the benefits of the strategic turnaround plan implemented a few years ago.

With a heritage dating back to 1919, the Stride Rite business has been recognized for generations as the technology and innovation leader in children's footwear. In North America, Stride Rite marketed its own namesake brand as well as children's offerings from the Saucony, Sperry, Top-Sider and Keds brand through several consumer direct websites and a network of 300-plus retail stores which are delivering, comp store increases in the mid-teens.

It also has a strong and growing wholesale business in the U.S. It's generating year-to-date double-digit revenue growth. From our existing brands, most notably Marilyn and Hush Puppies have had success in children's over the years. The Stride Rite business gives us critical mass in terms of controlled distribution, design and sourcing expertise and a seasoned sales force in the important children's market segments.

We held the Board of Directors Meeting last week at PLG's offices in Lexington, Massachusetts with the majority of the board meeting dedicated to PLG's brand and the significant opportunities that lie ahead for the combined company. Our excitement and confidence continues to grow as we plan the future growth of new Wolverine and pursue the long list of these powerful opportunities.

I'd now like to provide some additional details regarding the pre-acquisition third quarter financial results for Wolverine, which we reported on earlier this morning. While these results represent a solid performance for the company given the double-dip recession in economic headwinds in Europe, we have not fully realize potential of our brands in that region and still have plenty of growth opportunities in other geographic regions around the world. There are always opportunities for growth regardless of the macroeconomic environment and this continues to be our focus going forward.

With the exception of Europe, our performance this year has been solid in all major regions. Our combined U.S. wholesale business continues to generate good growth delivering a mid single-digit revenue increased during the last quarter with gains generated across our brand portfolio.

Our international license and distributor business was also a bright spot delivering solid year-over-year revenue gain. Moving first to the outdoor group, which includes Merrell, Chaco and Patagonia Footwear. This group remain the company's largest revenue and earnings contributor in Q3, but posted a revenue declines for the quarter compared to the near -20% growth it achieved last year.

Merrell Footwear business today is focused on three distinct consumer segments, performance outdoor, where Merrell is the established leader. Outside athletic, where Merrell is a relatively new entrant in active lifestyle, which is the more casual side of the business. This is an exciting time for the Merrell brand as it expands its lead in many market segments and opens up new opportunities globally.

We're also especially pleased with Merrell increased its pace of market share gains in the last four weeks as reported by OIA VantagePoint, and I'll now talk in a little more detail about each of these three market segments.

With respect to performance outdoor, Merrell simply dominates this category. This segment has been under some pressure throughout the year as outdoor retailers have struggled to deal with the impact of last year's unusually warm fall and winter, as well as the shifting in consumer taste in lightweight and athletic styling. However, this is Merrell's home territory and the brand continues to take market share with fresh new product introductions for the outdoor enthusiast.

Turning to outside athletic. This was white space for Merrell just a few seasons ago and it's where Merrell has enjoyed incredible recent success and growth. Merrell's entry into this category began with the Barefoot collection which was the largest introduction in our company's history, and have now expanded to address a broader range of activities in consumer with adjacent collections such as Bare Access, Mix Master and Proterra.

Merrell has positioned these expanded product offerings under the M-Connect umbrella with a comprehensive marketing approach in an activity-specific segmentation strategy for the consumer. Retail response has been terrific with key retailers clamoring for the early delivery of product in Q4. However, M-Connect largely remains a Q1 2013 program.

Although outside athletic is the smallest of the three segments and Merrell, the year-to-date shipments are up almost triple digits and orders for delivery next year are up at a strong double-digit pace.

With respect to the Active Lifestyle segment. This has been the toughest category for Merrell over the last couple of seasons. Historically, Merrell has outperformed share with a continuous offering of spectacular new product, starting years ago with the original Jungle Moc that that actually invented the after sport category. This is clearly an area where we have the opportunity as the loyal Merrell consumer seeking cutting-edge new product from their favorite brand. The Merrell team is focused on bringing innovative new products to market on an accelerated timetable as we attack this important growth area.

Next, I'll focus on Heritage Group, which include the company's oldest brand, Wolverine, our two largest license footwear businesses, Caterpillar and Harley-Davidson, as well as Bates and HYTEST. Overall, the Heritage Group had a solid quarter led by excellent double-digit revenue growth in the United States, driven primarily by the Wolverine, CAT and Bates brand. And, in international markets as, well partially offset by softness in Europe for CAT and planned declines in the Harley-Davidson footwear business.

Starting with the Wolverine brand, this business continues to lead by a wide margin in the important U.S. core work segment with a 22% market share as reported by SportScanInfo data. The brand continues to deliver on the strength of its core DuraShock and Cordura collections as well as new introductions like SwampMonster. The brand's innovative 1000 Mile collection of rugged casual footwear also contributed to the brand's success during the quarter. As this premium price made in USA fashion offering continues to register with the global consumer interested in our Heritage Brands.

During the quarter, we opened the Wolverine company store in New York City's (Inaudible) district. The performance of the store which features Wolverine made in America of 1000 Mile collection for both, men and women is exceeding expectations and the store was voted one of the 10 best pop-up stores during New York Fashion Week.

Wolverine apparel also posted very strong double-digit revenue increase during the quarter continuing its excellent performance over the last few years. The apparel is forging solid connections with its target consumer by developing and marketing collections in lockstep with the core work in outdoor footwear offerings of the brand.

Wolverine apparel successes is helping transform Wolverine from a footwear-only brand to a head to toe lifestyle brand. Caterpillar Footwear, our largest licensed brand continued to leverage its innovative anti-fatigue work product and new product offerings in the casual and women's categories to drive growth in U.S. and most global market.

Now onto the Lifestyle Group. The home of the Hush Puppies, Sebago, Soft Style and Cushy brands. Let's start really with the Hush Puppies U.S. business, which has quietly overachieved this year as the turnaround strategy which has been focused on, better product and better distribution is driving great results.

The U.S. business generated a strong double-digit revenue increased during Q3 with significant gains coming in both, the men's and women's categories. The revenue drivers include accelerated deliveries of women's boots to major department stores, strong retail sell-through of women's core casual programs and the introduction of new items, including the (Inaudible) in a wider range of colors. The Hush Puppies brand also continues to add dedicated points of distribution around the world as 19 Merrell branded Hush Puppies concept stores and 71 new dedicated sharpened shops were opened in Q3 and China, Malaysia, India, Pakistan, Taiwan, and a handful of other countries.

Hush Puppies remains one of our largest and most beloved global brands. Sebago, our premium New England Heritage Brand, delivered an excellent double-digit revenue gain in the quarter. The brand's innovative tri-water collection for men in the performance category and its greatly improved women's offering, are contributing to the brand's continued success.

In addition, Sebago continues to expand its points of distribution as it open new doors with major retailers such as Bass Pro and Westbury and West Marine. A strong increase in department store business all contributed, also contributed to the brand success during the quarter.

Sebago has also launched a new collection to further solidify its premium market positioning. This collection features a series of premium leather dark side and style with leather from the historic Horween tannery in Chicago. Special packaging and marketing material have been developed, which reflect the heritage of these two great American companies and the premium pricing for this product. The collection will be promoted top fashion blogs and sold through key retailers like Saks Fifth Avenue, Bloomingdales, Nordstrom, Carrie, Russell & Bromley and John Lewis.

In closing, I couldn't be more excited about the global growth opportunities for the new Wolverine World Wide, and the perfect dovetail fit between the two companies. It's certainly a transformative move and a significant milestone in our history. The new Wolverine World Wide has a portfolio of 16 powerful authentic brands with a combined heritage brand and brand equity of more than 1,000 years and a very strong and deep management team will market over 100 million pairs of footwear and units of apparel annually, covers almost all product categories including casual outdoor work athletic, dress and children and has access to consumers in over 200 countries and territories around the world's.

The feedback and excitement surrounding this acquisition from our retailers, international distributors, supply chain partners, and most importantly our team members in Michigan Massachusetts and around the world, has been universally positive and supportive.

I'd like to especially extend my thanks to the numerous Wolverine and PLG team members who spent countless hours and an immense amount of energy helping to bring the new company into existence. I would also like to thank the PLG team for the excellent execution of each brand-strategic plan that has placed the group on an accelerated upward growth path.

I'll now turn the call over to Don Grimes, our Senior Vice President and CFO, who will add some additional commentary on our Q3 results and expectations for the full year. Don?

Don Grimes

Thanks, Blake, and good morning everyone. Earlier this morning, we reported our financial results for the third quarter. Revenue and adjusted earnings per share were in line with the expectations we shared shortly before the quarter close. As Blake discussed, reflects solid performance across the portfolio in the United States, our largest market offset primarily by ongoing difficult macroeconomic and retail conditions in Europe.

I would like to share more details on the quarter, discuss current global trading conditions and provide an update on our revenue and earnings guidance for the full year, which now includes the impact of last week closing of the acquisition of PLG.

Taking a closer look at the third quarter's results, reported revenue for the quarter was $353.1 million, 2.4% lower than the prior year, and revenue grew approximately 13%. As anticipated, FX was a drag in the quarter, negatively impacting reported revenue by $5.4 million.

Our U.S. delivered another solid quarter with single-digit growth from our two largest U.S> brands Merrell and Wolverine accompanied by double-digit increases from the Hush Puppies, Sebago, CAT Footwear, Bates and HYTEST.

Our international distributor businesses for Wolverine, Sebago, CAT Footwear and Harley-Davidson Footwear, in markets outside of the EMEA region, each delivered impressive double-digit increases during the quarter helping drive single-digit growth in Latin America and double-digit growth in the larger Asia-Pacific region.

Turning to the EMEA region, where we generated about 20% of our reported revenue, continued difficult macroeconomic and trading conditions negatively impacted the quarter's results. With EMEA unit volume down in the high-teens versus the prior year and revenue down over 20%. The tough economic environment in E.U. is driving consumers to trade down when they are making buying decisions. Not only for footwear, but also many other consumer product categories. The soft order environment in UK particularly during the Olympics and the few weeks thereafter led to a heavy promotional environment at retail in order to drive both, traffic and sales.

In addition to the bruising economic conditions, the outdoor channel in Europe was affected by cold and wet spring and summer which drove the worst season in years for outdoor activities. Although, we're working closely with retailers to respond to these macroeconomic issues and consumer trends, we're not expecting a meaningful improvement in European fundamentals in the near-term.

On the flipside, as demonstrated by this quarter's results, our diversified business model serve the company well in such as these with expectations of continued solid excellent performance in the other major geographic regions helping offset weakness in Europe.

Our Outdoor Group, which consists of Merrell, Chaco and Patagonia Footwear delivered revenue of $134 million a 7.9% decrease compared to prior year. Merrell expanded Barefoot Collection and other offerings in the outside athletic category grew nicely in the quarter.

Our Chaco and Patagonia Footwear brands experienced revenue declines during the quarter. Chaco's performance was mostly driven by softer retail conditions in the outdoor channel and Patagonia Footwear is driven by lower sales volume in Europe. While we remain appropriately cautious, there is good news on the horizon for Europe. Technical and specialty running is gaining momentum which bodes well for Merrell's increased focus on outdoor athletic footware, in particular the global launch of the M-Connect collection which is poised to be the company's single-biggest product launch in our history.

As the outdoor market continues to shift to lighter weight more athletic profiles, we believe Merrell has strongly positioned M-Connect which as Blake mention has received overwhelmingly positive responses from important retailers.

The Heritage Group, which consists of our Wolverine CAT Footwear, Bates, Harley-Davidson and HYTEST businesses, generated revenue of $29.6 million in the quarter, a 1.3% increase over the prior year. We saw solid growth and in the U.S. across all major brands. Again, diversification was the benefit here as the growth in the U.S. more than overcame softness in Europe.

The Lifestyle Group, Hush Puppies, Cushe and Sebago, generated revenue of $52.7 million during the quarter, a decline of 5.1%. For Hush Puppies, the strong double-digit revenue increase in U.S. was more than offset by revenue declines in other market. Sebago grew at a strong double-digit pace in the quarter led by growth in the U.S. and non-European international markets.

Our other business units comprised of Wolverine Retail and Wolverine Leathers, grew revenue 20.5%, or $34.8 million. The growth was driven by continued solid double-digit growth in our e-commerce business, high single-digit growth from brick-and-mortar and increased demand for Wolverine Leathers and third-party customers.

Gross margin in the quarter with 39.2%, a decline of 140 basis points versus the prior year. Mix was a single biggest driver of the gross margin decline. Lower gross margin on slightly higher closed out sales and negative brand mix. The negative brand mix reflect the fact that we saw stronger growth in the U.S. for some of our lower gross margin brand such as Bates and HYTEST, have large presences.

Selling price increases and foreign exchange contract gains were offset by higher product costs. Adjusted SG&A, which excludes $3 million of non-recurring acquisition related expenses, totaled $89.2 million versus $90.2 million in the prior year. Exceptionally disciplined management of discretionary spending, the benefits from efficiency initiatives implemented earlier in the year, our lower outlook for full year incentive compensation expense and a slightly stronger U.S. dollar more than offset $2.4 million of incremental non-cash pension expense.

The $3 million of SG&A in the quarter directly related to the PLG acquisition consists primarily of legal and other third-party expenses. Additionally, we incurred approximately $1.4 million of financing expenses in the quarter related to the senior secured credit facility that was executed on July 31st.

The reported effective tax rate for the quarter was a low 27.1%, and reflects a benefit of the deductions of almost of our acquisition related cuts in the U.S., a high statutory tax rate jurisdiction.

Fully diluted weighted average shares outstanding the quarter were $48.6 million, down very slightly from the prior year's $48.7 million. We had no share repurchase activity during the quarter, and the company has approximately $86 million remaining under its current share repurchase authorization.

When you get to the bottom line, earnings per share adjusted for the $0.06 per share impact from non-recurring transaction integration expenses were $0.72, a decline of 12.2% versus the prior year's record results.

Reported fully diluted earnings for the quarter were $0.66 per share. Inventory at quarter end was down 2% second consecutive quarter of year-over-year inventory decreases. The inventory decrease reflects our disciplined inventory management in light of the current retail environment and continued implementation of our narrow and deep inventory philosophy. Accounts receivables were essentially flat versus the prior year, and we finished the quarter with cash and cash equivalents in excess of $144 million.

Before discussing the specifics of our revised full year guidance, let me offer some additional comments on the business and retail environment in our major markets. We clearly believe that the challenges in Europe will continue over the near-term. The macroeconomic environment is not showing any signs of improvement with sovereign debt crisis have not yet been resolved and the European consumers feeling tense. In general, European footwear retailers are seeing decreases in customer traffic, and those consumers that are buying are being very selective in their purchase decisions.

Canada, where we do about 9% of our business is more of a mixed picture right now. While there are solid performance in our work category, the outdoor market is being impacted by both, retailer consolidation and consumer shifting taste in more athletic profiles.

We believe Merrell's new M-Connect collection help capitalize on the shift and preferences, but most M-Connect product will ship in 2013. M-Connect being successful in Canada is important Merrell's overall performance, because the brand over indexes in that country.

The U.S. market has been solid thus far in 2012, and we expect that trend to continue over the balance of this fiscal year and into the next, particularly with the contribution from a newly acquired brands whose business is disproportionately skewed to the U.S. market. Our business with core outdoor specialty retailers remain strong and our market share is expanding in this sizable channel, a channel that is far more materials to the Merrell brand than the department store channel.

We are confident that our outdoor athletic offerings for spring 2013 and full launch of M-Connect will have a positive impact on the first half of next year. Quarter to-date, through this past Saturday, are at-once orders are up in the mid single-digit range versus the prior year and we expect even better at-once order growth over the balance of the quarter driven partially by easier comparisons.

Nevertheless, based on challenging conditions experienced in Q3, we have tempered our full-year outlook. Excluding revenue contribution from the newly acquired PLG brands, we now expects full year revenue in the range of $1.425 billion to $1.435 billion growth of 1.1% to 1.8% versus the prior year's record $1.4 1 billion.

The midpoint of this full year guidance implies Q4 revenue of approximately $441 million, growth of 8.6% versus the prior year. Including the contribution from PLG in the stub period from the date of closing forward, we expect Q4 revenue in the range of $655 million to $665 million and full year revenue in a range of $1.645 billion to $1.655 billion.

To assist you with projections going forward, PLG's full year 2012 revenue using Wolverine's fiscal year is expected to be approximately $1.12 billion. Excluding PLG, we now expect Q4 gross margin to be slightly down versus the prior year driven by FX, contract losses and negative brand mix resulting in a full year gross margin modestly lower than the prior year.

Excluding PLG, operating expenses will be impacted as they have been all year by higher non-cash pension expense and incremental cost related to a larger retail fleet this year versus last. With all inputs, we now expect full year fully diluted earnings excluding PLG in the range of $2.26 to $2.31 per share. This range for full year earnings implies Q4 earnings in the range of $0.42 to $0.47 per share, compared to prior year earnings of $0.47 per share with.

We expect the acquisition of the PLG to be strongly accretive in 2013 and beyond, but as discussed last week, when we announced the transaction closing, we expect dilution in the 2012 stub period in a range of $0.25 to $0.30 per share driven primarily by the later transaction close and the seasonality of PLG's business.

We believe the future for the new Wolverine World Wide is enormously bright. Although we are not providing specific guidance for 2013, today, given that we still have two-and-a-half months to go in the current fiscal, I would like to offer some high level content and how we are looking at next year's. As discussed last week, we expect the newly acquired PLG brands to grow their full year revenue at a double-digit rate in 2013, compared to full year 2012, and to deliver improved profit margins.

Across the entire portfolio, we expect high single-digit revenue growth in fiscal 2013, compared to a pro forma fiscal 2012 that reflect 12 months of PLG contribution. Further, we expect moderate gross margin expansion in 2013, driven by improvements in PLG's gross margin, fewer close out sales across the portfolio and realization of sourcing efficiencies.

We would expect to generate operating expense leverage off of a high single-digit revenue growth and PLG's contribution to earnings will reverse in the dilution just mentioned for the short two-and-a-half month stub period to full year accretion in the range of $0.35 to $0.50 per share, helping drive the company to record full year earnings performance.

There are lots of moving pieces to be shared, but I wanted to share the high-level view of 2013 now, and obviously we will share more details when we announce our Q4 results shortly after the fiscal year close.

Thanks for your time and I'll now turn the call back over to Blake for some final comments.

Blake Krueger

Thanks, Don. As the company and our team, we've grown accustomed to delivering a record year every year in terms of revenue and profit, actually 16 out of the last 18 years to be exact. Despite some things we can't control, and while the company will have solid earnings performances year, 2012 is disappointing to us from an earnings standpoint.

I am confident, we will overcome these headwinds and overachieve in 2013. In my 30 years of association with the company, I have never been more excited about the array of future opportunities for global growth for the company and really all of our 16 brands. I wouldn't trade our position today with anyone in the industry.

I want to thank everyone for your time this morning, and I'll now turn the call back to the operator, so we can your questions. Operator?

Question-and-Answer Session

Operator

Thank you. We will now begin the question-and-answer session. (Operator Instructions). Our first question comes from Kate McShane of Citi Investment Research. Please go ahead.

Kate McShane - Citi Investment Research

I was wondering if you could break down the drivers of your revenue strength in the U.S. with price versus volume. And then with your sales guidance for Q4, how much of the top line growth that you are guiding this morning has been driven by the sell-in of M-Connect?

Don Grimes

Yeah. As it relates to the first question, we had mid single-digit unit volume growth in the U.S., and we had revenue growth in the quarter that was a 2 or 3 percentage points higher than that, so obviously there were some positive mix and price reflect in the reported in the U.S. brand, so we did have mid-single digits unit volume.

Blake Krueger

Kate, second part of your question was on M-Connect?

Kate McShane - Citi Investment Research

Yes.

Blake Krueger

Yes. That's going to be. It's not even present really yet. That's going to be relatively small in Q4. A number of our key retailers are really asking us to go ahead and we are going ahead some product for Q4 delivery, but it's not going to be material really. It's going to be largely a Q1 2013 launch.

Kate McShane - Citi Investment Research

Okay. Great. My follow-up question is, what you announced last week about raising the accretion for the PLG acquisition. I wondered if you could quantify anymore, how much of that raise is from capturing the back-to-school business from PLG that you didn't have in 2012, and how much of it is from improvement in the PLG business.

Blake Krueger

Well, the raise in the accretion guidance was 2013 versus the prior 2013 commentary, so that would have been 12 months versus 12 months. And so, as we noted last week, the higher accretion versus the range we had talked about on May 1st, was driven by increased confidence regarding PLG's full year profit delivery slightly lower interest expense based on a better rates we got on the notes as well the term loan B, partly offset by the higher non-cash amortization expense.

Clearly the accretion in 2013 versus the dilution in 2012 is related to full year PLG result in 2013 and the unusual seasonality in PLG's business such that that the stub period in 2012 as 2.5 is fairly low profit for PLG.

Operator

The next question comes from Edward Yruma of KeyBanc Capital Markets. Please go ahead.

Edward Yruma - KeyBanc Capital Markets

Would you remind us your new guidance for the balance of the year? I am just trying to understand the moving pieces there.

Obviously that's an cautious commentary on Europe, but I think when we last spoke you were still looking for very strong at-once business in the U.S. I guess, when I drilled down the different components your change in revenue guidance, how much of it to the Europe and how much of that strong increase in the at-once business are you still expecting?

Blake Krueger

I guess with respect to Europe, we're expecting and are planning continued top flooding in overall in that market, so that's factored into our guidance. We've seen Europe kind of deteriorate all year, a pretty significant deterioration this past summer, and we would we expect that to continue and we factored that in.

The U.S. business has remained fairly good the entire year. I would say the attitude of consumers actually spending their dollars has been a little bit hurt than maybe the retailers' mindset, but the U.S. business has remained fairly robust throughout the year as has our business in Latin America and Asia.

Don Grimes

Ed, this is Don. We still have expectations for double-digit revenue growth out of the U.S. in the fourth quarter. As I mentioned in my prepared remarks on a quarter to-date basis through the first five weeks of the quarter, our at-once orders were up in mid single-digit range. We are expecting an acceleration of that year-over-year growth over the balance of the quarter, because entering a period of time last year when at-once orders really started to dry up, so we expect strong double-digit increases over the last 11 weeks of the quarter in the U.S. In particular on at-once orders, so we are thinking that we are going to have double-digit growth in the U.S. for Q4 revenue which is down from more the high-teens revenue growth that we have been modeling before.

We are forecasting Europe revenue to be slightly down versus the prior year and Canada mid single-digit growth, and the rest of the world where we typically grow to double-digit rate that continue to grow at double-digit rate in the fourth quarter.

Edward Yruma - KeyBanc Capital Markets

Great. The color is helpful. And I guess, one second question. you had indicated that you had a lower outlook on incentive comp, did you reverse any accruals during the quarter? Thank you.

Don Grimes

I wouldn't call it reversal of accrual as much as a true-up of the accrual, so we Q3 results would reflect a lower full year outlook for incentive comp, but it wouldn't have been a reversal of our prior accrual. Just to true it up at a lower map that we would have incurred in last year's Q3.

Blake Krueger

Something we do every quarter.

Edward Yruma - KeyBanc Capital Markets

Got you. Thank you.

Operator

The next question comes from Christian Buss of Credit Suisse. Please go ahead.

Christian Buss - Credit Suisse

Hi. I was wondering if you could provide some color in how you are thinking about the stabilization of that European business and what you think you are going to need to do to drive incremental revenues there going forward.

Blake Krueger

Yes. I guess from a macroeconomic standpoint, we don't see any immediate solution or them working together towards an immediate solution in Europe. But all that being said, part of what's happened in Europe this year has been our fault.

You know with hindsight we probably did not widen the price points in many of our brands sufficiently to react to a kind of a downward shift in consumer buying. Doesn't mean cheap shoes, but consumers have clearly the balkanized and campus area migrated lower. We probably should've been more responsive to that, especially in the European region for our Hush Puppies brand, our CAT brand, our Merrell. So, we are working on that at the moment.

Despite the macroeconomic environment, the good news about the footwear industry is it continues to do fairly well in just about any economic environment. And so, if you are there with fresh product that's priced where the consumer is buying, you've got room for growth, and we are well on the path to addressing those issues.

Christian Buss - Credit Suisse

Okay. You had comment to the year, thinking a high single-digit, low double-digit growth rate for the core brands was the go forward plan. Can you talk about whether this year has caused you to reevaluate that or how you are thinking about the strategic planning for the core business going forward?

Blake Krueger

Yes. I don't think our longer term outlook has frankly changed. We've had some issues in Europe. We've had a few issues in Canada as well, but when we look around the world, when we look at how early in the lifecycle our brands are despite some large businesses in Asia, and especially in America, we see plenty of room for growth. So, really our long term, outlook has not changed at all.

Don Grimes

Chris, I will say that we have said publicly. I think starting at the ICR conference back in January that are pre-PLG portfolio that over the medium to long-term, we would expect high single-digit growth out of that 12-brand portfolio. Clearly, 2012 for a variety of reasons has been a disappointment. Full year revenue is going to be well short of that, but when you look at the opportunities that exist for our most important brands in many markets outside the U.S. as an example Merrell, our largest individual brand is in about 140 countries around the world that does well over 90% of its business in its top 20 countries, so it has, very, very small market share in the other 120 countries, and so there is enormous opportunity for Merrell to continue its global growth, our expectations regarding the ability of our pre-PLG 12 brand portfolio to grow that high single-digit rate has not diminished by what's been an unusual 2012.

Christian Buss - Credit Suisse

Okay. Great. Thank you and best of luck.

Operator

The next question comes from Jim Duffy of Stifel Nicolaus. Please go ahead.

Jim Duffy - Stifel Nicolaus

Blake, there seems to be somewhat of a convergence of outdoor and athletic. How far down the path towards athletic are you willing to take the Merrell brand?

Blake Krueger

We're already there. To be honest with you, Jim, the way I view there we leap into really the athletic side of the business, they skipped over a couple categories when they migrated to a great job when the migrated to Barefoot. They were a leader from the beginning. They continued to be a leader there, but they've now with especially with some of the and M-Connect categories have backfilled whether it's Mix Master, Bare Access or even kind of the real light hiking casual product Proterra, they backfilled those categories, so when you look at Mix Master for example and you look at a lot of the offerings from any number of the running shoe brands, there is not a lot of difference, so they responded really on an accelerated basis to the shift in consumer taste.

Jim Duffy - Stifel Nicolaus

Blake, the Barefoot category has, as you would expect, become increasingly competitive has been market growing at such a rate to absorb that incremental competition or is there any indications of inventory buildup in the channel and that category?

Blake Krueger

No. We are still continuing to see that category build. Every specialty running shop now in America has a minimalist wall barefoot, minimalist wall we don't see that ending any time soon. Certainly, Merrell's own experience here this year, almost up triple digits kind of in that category year-to-date would indicate the category continues to be quite healthy.

Jim Duffy - Stifel Nicolaus

Okay. Great. And then, Don, when you sum of the cumulative shortfalls from Europe over the course of the year, it's a big number. What for 2012 will European revenue look like as a percent of the total? Trying to get my arms around what the potential incremental risk is there.

Don Grimes

Yes. As we said, on a trailing 12-month year-to-date basis, the broader EMEA region is about 20% of our revenue. If Europe grows at a slower rate than the rest of the business in the fourth quarter, that will drop to about 20 or little bit below 20, but on a full year basis it's still going to be about 20, but it could be 19 something but in that range. Range.

Jim Duffy - Stifel Nicolaus

Got you. Okay. And then, how would you characterize inventories in the channel in Europe? Is the de-stocking at retail over with there, or is there still inventory that retailers are going to move through?

Blake Krueger

I think de-stocking is largely over with. I think the European retailers, I made a couple of extra special trips to Europe year over the last year. I think they have been on their overall situation for some time. They've been very conservative. They have been very stingy with the future orders, they have been relying on brands to kind of have what they need, when they need it as opposed to placing everything in future orders. So, we think in Europe and frankly the United States, inventory at retail inventories overall are in pretty good shape.

Jim Duffy - Stifel Nicolaus

That's good to hear. Thanks so much, guys.

Operator

The next question comes from Mitch. Kummetz of Robert Baird. Please go ahead.

Mitch Kummetz - Robert Baird

Yeah. Thanks for taking my questions. Don, you've give us a lot of color on various components of your international business, but I was hoping you could maybe just sort of roll that up, and on a consolidated basis tell us how that came in on the quarter in terms of the year-over-year and then maybe what you are thinking just kind of all-in international for Q4 as well?

Don Grimes

Yes. I have the detail, which I don't have the role up of international, of all the non-U.S. business. I am just scanning what I do have here. Revenue in the quarter of U.S. was up 6.5%, so if you take all the rest. Obviously it's down. I can do the math on and get it to you if we talk later today.

Mitch Kummetz - Robert Baird

No. That's helpful, but the U.S. up 6.5%, I can back in the international, and I you talked sort of an expectation acceleration of at-once orders from this point on in the U.S. through Q4. Again, if you can't talk about international rolled up for Q4, can you maybe just say what your overall expectation is for the U.S. business in the fourth quarter then?

Don Grimes

As I mentioned in the answer to the first question, we're expecting double-digit growth out of the U.S. in the fourth quarter.

Mitch Kummetz - Robert Baird

Got it. Then on PLG, I really appreciate the color in terms of pro forma sales for this year, but can you maybe help us out a little bit thinking about the margins at least from an operating income or operating margin standpoint in terms of how that looks on a pro forma basis for your calendar 2012?

Don Grimes

Yeah. I mean it's $85 million of EBIT, which should be about 7.5% operating margin on a Wolverine fiscal year.

Mitch Kummetz - Robert Baird

Okay. That's great. That's helpful. Then lastly, I know you guys aren't referencing backlog anymore, but can you give us some sense as to how your spring order book has come in? I know that as I recall correctly, your initial fall order book was down maybe mid-single digits if I am not mistaken. I mean, are we seeing. or are you seeing some acceleration in that quarter book as you move from fall '12 into spring of '13?

Don Grimes

Yes. I guess just to give you some direction there. It depends on the brand and the geography, but we see, frankly, fairly good momentum. We especially good momentum on the PLG side for spring, so it really depends on the geography and brand, and they haven't been very predictive in the past on where our sales are going to give up, so we're more than reluctant to go into a lot more detail than that, but I think there are a couple of things working in our favor. Now, the fact that retailer inventories are in line and frankly have been in line for a couple of seasons, and I don't even want to say this, because I don't want to jinx it, but it looks we actually might have a fall in winter in the United States and in Europe, and for us most importantly the U.K. this year. It was 34 degrees driving to work this morning in Michigan, and down the East Coast there's just been more weather this year. Again, I shouldn't even say anything. It looks like it's going to be a normal fall and winter, which obviously helps our portfolio.

Mitch Kummetz - Robert Baird

All right. that's helpful. Knock on wood there. Okay, thanks guys. Good luck.

Operator

The next question comes from Chris Svezia of Susquehanna Financial Group. Please go ahead.

Chris Svezia - Susquehanna Financial Group

So, I just want to go back to the this observation. When you guys talked about fourth quarter and kind of how you think about the revenue by geography, you referenced Europe down slightly. I think you said it was in about 20% in the third quarter. Is it just an easier comparison? What gives you that confidence you get a swing to be only down slightly during that fourth quarter?

Don Grimes

It easier comparison, I mean the slowdown in at-once business last year in fourth quarter also impacted Europe. As Blake just mentioned, we are seeing weather in Europe and U.K. in particular, so we are not changing our forecast on a daily basis based on that day's temperatures, but we have expectations as we have had all year for a normal start to the fall winter weather season, and so the fact that we are forecasting Europe to be down, but down a lot less than it was in the third quarter reflected the ongoing economic challenges, but also the expectation that we are going to have easier comps in terms of at-once orders.

Chris Svezia - Susquehanna Financial Group

Has the just sort of compression of the at-once business improved thus far in Europe like you referenced I think in the at-once business in the U.S.? Was that mid-single digits or?

Don Grimes

That was total at-once revenue in single-digits.

Chris Svezia - Susquehanna Financial Group

Okay.

Don Grimes

Actually I don't have how it fell U.S. versus Europe at my finger tips.

Chris Svezia - Susquehanna Financial Group

Okay. Just switching gears for once second on the Merrell brand. When you broke out performance outdoor and outside athletic and lifestyle, when you think about kind of the growth trajectory of those three segments, just add some color. I mean, it's really most of the growth you foresee over the I guess the next six to nine months really coming in the outside athletics or how do we think about performance outdoor and lifestyle in terms of growth rates of those businesses.

Blake Krueger

I think performance where Merrell dominates is a smaller market than the other two. So, when you look at the runway in front of branded in outside athletic and active lifestyle which is really all casual footwear. Those are significantly larger markets. So right now for the, Merrell brand especially, we are not seeing any ceiling whatsoever in outside athletic. In fact, we're just still fairly early on our growth cycle there.

Active lifestyle, we simply got to do a better job. That's a huge markets. It's always been a huge market. Merrell has pretty consistently over performed from season-to-season in that market. And, frankly, we've underperformed the last couple of seasons in active lifestyle and we are taking steps to address it through some accelerated product introductions and focus on design.

Chris Svezia - Susquehanna Financial Group

Okay. Just if I can go to the 2013 sort of general guidance, just so I have this correctly. You mentioned on PLG double-digit growth versus 2012, and 2012 year looks like a base of $1.1 billion, but when you talk about the high single-digit versus pro forma, you do you mean by that exactly, so I have that correctly? Is that just assuming you had PLGs, as well?

Blake Krueger

That's getting the 2012 base here reflects PLG's full Wolverine fiscal year revenue, the $1.2 billion that I referenced, approximately $1.12 billion. Then the growth in 2013, we are thinking that high single-digit growth for the new 16-brand portfolio versus 2012 with PLG having a full year revenue and the denominator in 2012.

Chris Svezia - Susquehanna Financial Group

Okay. When I think about 2013. I know in 2012 you guys had in the first half at least of this year, you had some discrete tax items and I think it was like $0.19. I mean, do you anticipate revisiting that or you go into next year to have a more normalized tax rate?

Blake Krueger

We have a more normalized tax rate next year.

Chris Svezia - Susquehanna Financial Group

Okay. All right. That's helpful. Okay. That's all I have. Best of luck to you guys. Thank you.

Blake Krueger

Thanks, Chris.

Operator

The next question comes from Sam Poser of Sterne Agee. Please go ahead.

Sam Poser - Sterne Agee

Thank you, guys, for taking my question. You mentioned that the efficiencies and synergies were above the high end. You said that on the prior call when you announce the deal closing. Has anything changed from a few weeks ago, or is that the same comment?

Don Grimes

It's the same comment. That was just a week ago that we made that comment, which we kind of made also in July, but as we continue to work more and more on the integration, the ultimate synergy that we are going to realize from this, we believe, will be at or above the high end of the range we had talked about.

As I mentioned last week during the call, Sam, the 2013 is a bit of a muddy year, because there are a number of discrete yet significant projects that are going on related to bring the organizations together, particularly in the systems' area in which we are incurring some incremental cost beginning in the fourth quarter of this year and into the first half of next year that are in the kind of ongoing operating costs buckets, so therefore we are not excluding those as non-recurring integration costs, but they are cost so we have incur in order to realize ultimately the synergy that we are talking about.

So, 2013, plus or minus, you won't see net synergies of $10 million or $15 million necessarily, but when we get to 2014, which is the first clean year for PLG contribution. That's why the PLG earnings accretion accelerated so much from 2013 and 2014.

Sam Poser - Sterne Agee

Thank you. And then two questions about SG&A. You've kept the SG&A really right in line, so on a non-PLG related comparison for the fourth quarter, how should we be thinking about SG&A? Is that going to be up now?

Don Grimes

As a percent of sales, I would be modeling a flat to a very slight deleverage possibly.

Sam Poser - Sterne Agee

Flat. Okay. Then will be the charge or the dilution of the $0.20 to $0.30, does that all going into the SG&A bucket that point for all purposes?

Blake Krueger

No. It will be revenue. It's PLG's contribution to our results for the.

Sam Poser - Sterne Agee

I understand, but I mean from an earnings perspective?

Blake Krueger

It's PLG's incremental revenue, incremental gross profit offset by incremental SG&A including the costs we are incurring related to integrating PLG offset obviously by interest expense and the incremental amortization expense, so it will hit every line on the P&L.

Sam Poser - Sterne Agee

How should we think about, let's say, the growth? Can you give us one of those? The margin of the SG&A line, so we can back into the other?

Don Grimes

I really can't right now. I mean you will need to make some assumptions on the revenue number down to the dilution number and make some intelligent judgment calls on the individual line items.

Sam Poser - Sterne Agee

Okay. Well, thank you very much. Good luck.

Operator

The next question comes from Diana Katz of Lazard Capital Markets. Please go ahead.

Diana Katz - Lazard Capital Markets

Hi. Thank you for taking my questions. Just wanted to go over 4Q guidance for Europe again. I guess I still don't understand why you expected only down slightly versus the current run rate?

Blake Krueger

Yes. I mean maybe we are getting in to semantics here, but slightly it could be upwards to a high-single digits down in the quarter. Remember, we've got somewhat easier comparisons versus last year, but we are not anticipating anything like the range of 20% decrease that we had in Q3.

Diana Katz - Lazard Capital Markets

So, starting next year in the first quarter, have you really [anniversaried] then the issues in Europe?

Blake Krueger

We think, we have but also remember starting in Q3 Europe kind of ticked down to a new level at least for our business, so we will be anniversarying, some of the challenges in Q1 and Q2, and there it will be a much easier comparisons in next year's Q3 if you're thinking of your model in that way.

Diana Katz - Lazard Capital Markets

Okay. Then on M-Connect, can you talk about some of the new distribution that are getting there both, here and in Canada?

Blake Krueger

Yes. The distribution is really in the athletic channel for the most part. Merrell has had some distribution there in the past before Barefoot, but frankly it's been pretty minimal, so that was pretty much complete whitespace for us. It's new distribution, it's great distribution. If you look, they run specialty channel in the United States, full service, fit. It's a kind of distribution that we love and you need for running or minimalist or some of the other lightweight product that's out there.

So, but I would the whole minimalist lightweight trend continues to spread across a number footwear categories, and so you are seeing M-Connect migrating also out of the fewer run specialty channel and into the sporting goods channel.

Diana Katz - Lazard Capital Markets

Okay. Thanks a lot.

Operator

(Operator Instructions). Our next question comes from Scott Krasik of BB&T. Please go ahead.

Scott Krasik - BB&T

Hey, guys. Thanks.

Blake Krueger

Scott you would be featuring for the British Broadcasting Corp.

Scott Krasik - BB&T

Lucky, but just for today. I am going incognito. Can you help us understand what happened with Merrell in your non-EMEA, non-U.S. business. I guess, you didn't mention it when the reference about the distributors?

Blake Krueger

Yeah. I mean are you talking Merrell international business?

Scott Krasik - BB&T

Right. Merrell international, when you cited a bunch of brands did well with the distributors, you did not say Merrell.

Blake Krueger

Well, yes. I mean our Merrell business internationally continues to grow. Remember, we had a huge last year in the international market for Merrell, so the comparisons were a bit tougher. But quite honestly Merrell is still early in its growth cycle. A year ago, would have would have had about 130 standalone Merrell stores around the world for example. I think we ended the quarter with 186 or 189 this year. A lot of been fueled by having a lifestyle brand offering apparel accessories and footwear, so the Merrell business around the world continues to be very healthy.

I think there are some significant markets around the world. India and China for example that are very early in their lifestyle in migrating to this outdoor concept in the consumers' mind, so we kind of see that as kind of maybe longer term, but double upside for Merrell in some of those most significant markets.

Scott Krasik - BB&T

Okay. Then as you migrate more towards outdoor athletic, I mean are you going to have to hit the athletic specialty chains in a big way? I can imagine that specialty running on its own will deliver the growth you want.

Blake Krueger

Yes. We already have some interest from some of those folks. They're always looking for something new and fresh as well. A lot of those people 18 months ago did have a minimalist wall or Barefoot wall, they now have offering from not only on Saucony and Merrell for sure, but a number of other brands. So it's a great opportunity for the Merrell brand in particular, and frankly a great opportunity for Saucony.

Scott Krasik - BB&T

Then how quickly? You said you are going to accelerate some product development in your lifestyle piece of Merrell. I mean that's one thing we heard from department stores and independents frankly. You just sort of gave up on that category very little innovation women's sandals for example some of the men's non-athletic. I mean how quickly can you they can get that business on track?

Blake Krueger

Yes. I wouldn't say we ever gave up on the category. We may have taken our eye off the ball a little bit as we focused on more of the athletic side of the business, but that's also part of the heart and soul of the Merrell brand and we are that loyal Merrell consumer still number one or two in intent to repurchase expects us to deliver excellent product. So, Merrell Barefoot for example was developed and brought to market in about half of the normal time, and we've got a number of projects going on right now in that active lifestyle area on that kind of a timetable.

Scott Krasik - BB&T

Okay. Then just two more fast ones. Don, I know it's a little confusing. Now that we have a base for '12, the $0.35 to $0.50 accretion for next year, would that be off of the full number including the $0.25 to $0.30 dilution or would we excluded that? Help me understand.

Don Grimes

The $0.35 to $0.50 of accretion next year is kind of puts your blinders on that. That's just the standalone. The incremental contribution in 2013 compared to Wolverine's pre-PLG acquisition base business, so it's not an earnings increase from the dilution in 2012. So, if you are looking at the year-over-year incremental impact from PLG, which end of the range you use, it would be $0.25 of dilution compared to let's say $0.50 of accretion next year that would be a $0.75 EPS lift from one year to the other.

Scott Krasik - BB&T

Okay. That make sense. Then just last, you guy had talked a lot particularly in the first of the year about how the hangover from fourth quarter last year was impacting at-once business. In terms of the pace of at-once orders you are seeing now in the second half of this year, how much of it is industry-focused? What are the retailers telling you in terms of their approach towards winter, and cold weather, and Christmas and does that give you more confidence or less confident about meeting your short-term target?

Blake Krueger

Well, Scott, retailers always tend to be a bit optimistic. They always think they are going to have the perfect weather season, so they have been watching their inventory. Their inventories are in line both, here in Europe in our two largest owned regions. And, it looks like at the moment, we are getting the benefit of whether and our brands are out there with some fresh new products, so we expect the at-once environment to be especially good. And that's partly because, over the last several years, retailers have been kind of very stingy about their future orders and they have been relying on brand owners to have the product there when they need it more and more.

Scott Krasik - BB&T

Okay. All right. Thank you very much.

Blake Krueger

Thanks.

Operator

At this time, we have no further questions. I would now like to turn the call over to Ms. Christi Cowdin. Ms. Cowdin, you may proceed.

Christi Cowdin

Thank you. On behalf of Wolverine World Wide, I would like to thank you all for joining us today, and as a reminder our conference call replay is available on our website at www.wolverineworldwide.com, or the replay will also be available at other locations is it's available through December 31, 2012. Thank you.

Operator

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.

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