10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the second twelve week accounting period ended June 14, 2008

OR

[  ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from          to         

Commission File Number: 001-06024

WOLVERINE WORLD WIDE, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware	38-1185150
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)
9341 Courtland Drive, Rockford, Michigan	49351
(Address of Principal Executive Offices)	(Zip Code)

(616) 866-5500

(Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes    X          No       

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer     X        Accelerated filer ___     Non-accelerated filer ___     Smaller reporting company ___

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes               No    X  

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.

There were 61,540,712 shares of Common Stock, $1 par value, outstanding as of July 18, 2008, of which 12,553,423 shares are held as Treasury Stock.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates and projections about the footwear business, global economic conditions and the Company itself, including, without limitation, statements regarding the effect on earnings of a future hedge termination or determination of hedge ineffectiveness, expected length of time that stock options will remain outstanding, results of tax audits, the effect of litigation, the effect of the adoption of new accounting standards, timing or acceptance of new products, future progress toward achieving the Company's strategic growth plan, expected cash flows, expected share repurchase activity, the use of excess cash flows, future revenues, earnings and marketing, statements in Part I, Item 2 regarding the overview and the Company's financial condition, liquidity and capital resources and statements in Part I, Item 3 regarding market risk. Words such as "anticipates," "believes," "estimates," " expects," "forecasts," "intends," "is likely," "plans," "predicts," "projects," "should," "will," variations of such words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions ("Risk Factors") that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements.

Risk Factors include, but are not limited to, uncertainties relating to changes in demand for the Company's products; changes in consumer preferences or spending patterns; the cost and availability of inventories, services, labor and equipment furnished to the Company; the cost and availability of contract manufacturers; the cost and availability of raw materials, including leather and petroleum-based materials; the cost of finished goods; energy costs; changes in planned consumer demand or at-once orders; customer order cancellations; the impact of competition and pricing by the Company's competitors; changes in government and regulatory policies; foreign currency fluctuation in valuations compared to the U.S. dollar; changes in monetary controls and valuations of the Chinese renminbi and the relative value to the U.S. dollar; changes in duty structures in countries of import and export; changes in interest rates, tax laws, duties, tariffs, quotas or applicable assessments; technological developments; ch anges in local, domestic or international economic and market conditions; the size and growth of footwear markets; service interruptions at shipping and receiving ports; changes in the amount, severity or timing of inclement weather; changes due to the growth of Internet commerce; popularity of particular designs and categories of footwear; the ability of the Company to manage and forecast its growth and inventories; the ability to secure and protect trademarks, patents and other intellectual property; integration of operations of newly acquired businesses; changes in business strategy or development plans; the Company's ability to adapt and compete in global apparel and accessory markets; customer acceptance of new initiatives; the ability to attract and retain qualified personnel; the ability to retain rights to brands licensed by the Company; loss of significant customers; relationships with international distributors and licensees; the Company's ability to meet at-once orders; the exercise of future purc hase options by the U.S. Department of Defense on previously awarded contracts; the risk of doing business in developing countries and economically volatile areas; retail buying patterns; increased competition from private label brands; consolidation in the retail sector; and the acceptability of U.S. brands in international markets. Additionally, concerns regarding acts of terrorism, the war in Iraq and subsequent events have created significant global economic and political uncertainties that may have material and adverse effects on consumer demand, foreign sourcing of footwear, shipping and transportation, product imports and exports and the sale of products in foreign markets. These matters are representative of the Risk Factors that could cause a difference between an ultimate actual outcome and a forward-looking statement. Additional Risk Factors are identified in the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2007, included in Item 1A. Historical operating results are not necessarily indicative of the results that may be expected in the future. The Risk Factors included here are not exhaustive. Other Risk Factors exist, and new Risk Factors emerge from time-to-time, that may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Furthermore, the Company undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.

2

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Consolidated Condensed Balance Sheets
(Thousands of dollars)

	June 14, 2008 (Unaudited)		December 29, 2007 (Audited)		June 16, 2007 (Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	77,923	$	76,087	$	77,036
Accounts receivable, less allowances
June 14, 2008 - $14,442
December 29, 2007 - $13,643
June 16, 2007 - $14,100		195,572		179,934		173,437
Inventories:
Finished products		157,666		148,925		167,729
Raw materials and work in process		14,065		16,927		17,014
		171,731		165,852		184,743
Deferred income taxes		10,741		11,909		9,569
Prepaid expenses and other current assets		12,647		11,859		15,274
TOTAL CURRENT ASSETS		468,614		445,641		460,059
PROPERTY, PLANT AND EQUIPMENT
Gross cost		292,977		288,206		280,589
Less accumulated depreciation		208,589		202,789		193,931
		84,388		85,417		86,658
OTHER ASSETS
Goodwill and other non-amortizable intangibles		47,858		48,509		47,584
Cash surrender value of life insurance		33,735		32,886		32,893
Pension assets		19,110		17,752		11,080
Other		9,437		8,173		8,408
		110,140		107,320		99,965
TOTAL ASSETS	$	663,142	$	638,378	$	646,682

See notes to consolidated condensed financial statements

3

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Consolidated Condensed Balance Sheets - continued
(Thousands of dollars, except share data)

	June 14, 2008 (Unaudited)			December 29, 2007 (Audited)			June 16, 2007 (Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	49,599		$	51,551		$	53,768
Accrued salaries and wages		14,185			18,475			12,770
Other accrued liabilities		57,563			41,875			48,760
Current maturities of long-term debt		10,725			10,731			10,730
TOTAL CURRENT LIABILITIES		132,072			122,632			126,028
Long-term debt		30,500			-			10,735
Deferred compensation		9,663			10,204			9,806
Accrued pension liabilities		26,147			25,684			23,563
Other non-current liabilities		1,091			1,079			1,078
STOCKHOLDERS' EQUITY
Common Stock - par value $1, authorized
160,000,000 shares; shares issued
(including shares in treasury):
June 14, 2008 - 61,589,455 shares
December 29, 2007 - 61,085,123 shares
June 16, 2007 - 60,953,153 shares		61,589			61,085			60,953
Additional paid-in capital		57,619			47,786			41,550
Retained earnings		621,391			591,706			547,499
Accumulated other comprehensive income		22,133			22,268			6,843
Cost of shares in treasury:
June 14, 2008 - 11,916,265 shares
December 29, 2007 - 9,850,299 shares
June 16, 2007 - 7,459,842 shares		(299,063	)		(244,066	)		(181,373	)
TOTAL STOCKHOLDERS' EQUITY		463,669			478,779			475,472
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY	$	663,142		$	638,378		$	646,682

(  ) - Denotes deduction
See notes to consolidated condensed financial statements

4

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Operations
(Thousands of dollars, except share data)
(Unaudited)

	12 Weeks Ended						24 Weeks Ended
	June 14, 2008			June 16, 2007			June 14, 2008			June 16, 2007
Revenue	$	267,362		$	250,329		$	555,600		$	531,381
Cost of products sold		164,963			154,801			331,640			321,852
GROSS PROFIT		102,399			95,528			223,960			209,529
Selling, general and administrative      expenses		76,511			71,962			161,803			153,297
OPERATING INCOME		25,888			23,566			62,157			56,232
Other expenses/(income):
Interest expense		678			513			1,164			949
Interest income		(376	)		(617	)		(799	)		(1,744	)
Other - net		312			332			879			172
		614			228			1,244			(623	)
EARNINGS BEFORE INCOME TAXES		25,274			23,338			60,913			56,855
Income taxes		8,462			7,820			20,400			19,047
NET EARNINGS	$	16,812		$	15,518		$	40,513		$	37,808
Net earnings per share:
Basic	$	0.34		$	0.29		$	0.82		$	0.70
Diluted	$	0.33		$	0.28		$	0.79		$	0.67
Cash dividends per share	$	0.11		$	0.09		$	0.22		$	0.18
Shares used for net earnings per share      computation:
Basic		49,015,455			53,437,194			49,400,747			53,979,207
Diluted		50,739,714			55,448,399			51,133,339			56,054,622

See notes to consolidated condensed financial statements

5

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Consolidated Condensed Statement of Stockholders' Equity
(Thousands of dollars, except share data)
(Unaudited)

	24 Weeks Ended
	June 14, 2008
COMMON STOCK
Balance at beginning of the year	$	61,085
Common stock issued under stock incentive plans		504
Balance at end of the quarter	$	61,589
ADDITIONAL PAID-IN CAPITAL
Balance at beginning of the year	$	47,786
Stock-based compensation expense		3,913
Common stock issued under stock incentive plans		5,859
Net change in notes receivable		61
Balance at end of the quarter	$	57,619
RETAINED EARNINGS
Balance at beginning of the year	$	591,706
Net earnings		40,513
Cash dividends declared		(10,828	)
Balance at end of the quarter	$	621,391
ACCUMULATED OTHER COMPREHENSIVE INCOME
Balance at beginning of the year	$	22,268
Foreign currency translation adjustments		(1,363	)
Change in fair value of foreign currency cash flow hedges, net of taxes		1,228
Balance at end of the quarter	$	22,133
COST OF SHARES IN TREASURY
Balance at beginning of the year	$	(244,066	)
Repurchase of common stock for treasury (2,070,566 shares)		(55,112	)
Issuance of treasury shares (4,600 shares)		115
Balance at end of the quarter	$	(299,063	)
TOTAL STOCKHOLDERS' EQUITY AT END OF THE QUARTER	$	463,669

See notes to consolidated condensed financial statements

6

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Cash Flows
(Thousands of dollars)
(Unaudited)

	24 Weeks Ended
	June 14, 2008			June 16, 2007
OPERATING ACTIVITIES
Net earnings	$	40,513		$	37,808
Adjustments necessary to reconcile net earnings to net cash         provided by operating activities:
Depreciation		8,552			8,898
Amortization		476			513
Deferred income taxes		100			(224	)
Stock-based compensation expense		3,913			4,158
Excess tax benefits from stock-based compensation		(1,320	)		(2,177	)
Pension		(895	)		(27	)
Other		4,342			750
Changes in operating assets and liabilities:
Accounts receivable		(16,413	)		(18,215	)
Inventories		(6,010	)		699
Other assets		(689	)		(4	)
Accounts payable and other liabilities		7,578			1,476
Net cash provided by operating activities		40,147			33,655
INVESTING ACTIVITIES
Additions to property, plant and equipment		(7,988	)		(7,498	)
Other		(2,766	)		(1,209	)
Net cash used in investing activities		(10,754	)		(8,707	)
FINANCING ACTIVITIES
Proceeds from long-term debt		161,655			10,641
Payments of long-term debt		(131,160	)		(10,647	)
Cash dividends paid		(10,034	)		(9,036	)
Purchase of common stock for treasury		(54,292	)		(70,573	)
Proceeds from shares issued under stock incentive plans		4,287			3,928
Excess tax benefits from stock-based compensation		1,320			2,177
Net cash used in financing activities		(28,224	)		(73,510	)
Effect of foreign exchange rate changes		667			935
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS		1,836			(47,627	)
Cash and cash equivalents at beginning of the period		76,087			124,663
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD	$	77,923		$	77,036

(  ) - Denotes reduction in cash and cash equivalents
See notes to consolidated condensed financial statements

7

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements
June 14, 2008 and June 16, 2007

1.  Summary of Significant Accounting Policies

NATURE OF OPERATIONS
Wolverine World Wide, Inc. is a leading designer, manufacturer and marketer of a broad line of quality casual shoes, performance outdoor footwear, apparel, work shoes and boots, and uniform shoes and boots. The Company's global portfolio of owned and licensed brands includes: Bates®, Cat® Footwear, Harley-Davidson® Footwear, Hush Puppies®, HyTest®, Merrell®, Patagonia® Footwear, Sebago®, Stanley® Footgear and Wolverine®. Apparel and licensing programs are utilized to extend the Company's owned brands into product categories beyond footwear. The Company also operates a retail division to showcase its brands and branded footwear and apparel from other manufacturers, a tannery that produces Wolverine Performance Leathers™ and a pigskin procurement operation.

BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for a complete presentation of the financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included in the accompanying financial statements. For further information, refer to the consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2007.

REVENUE RECOGNITION
Revenue is recognized on the sale of products manufactured or sourced by the Company when the related goods have been shipped, legal title has passed to the customer and collectibility is reasonably assured. Revenue generated through programs with licensees and distributors involving products bearing the Company's trademarks is recognized as earned according to stated contractual terms upon either the purchase or shipment of branded products by licensees and distributors.

The Company records provisions against gross revenue for estimated stock returns and cash discounts in the period when the related revenue is recorded. These estimates are based on factors that include, but are not limited to, historical stock returns, historical discounts taken and analysis of credit memorandum activity.

COST OF PRODUCTS SOLD
Cost of products sold for the Company's operations include the actual product costs, including inbound freight charges, purchasing, sourcing, inspection and receiving costs. Warehousing costs are included in selling, general and administrative expenses.

SEASONALITY
The Company's business is subject to seasonal influences and has twelve weeks in each of the first three quarters and sixteen or seventeen weeks in the fourth quarter. Both factors can cause significant differences in revenue, earnings and cash flows from quarter to quarter; however, the differences have followed a consistent pattern in previous years.

RECLASSIFICATIONS
Certain prior period amounts on the consolidated condensed financial statements have been reclassified to conform to current period presentation. These reclassifications did not affect net earnings.

8

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements - continued
June 14, 2008 and June 16, 2007

2.  Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

	12 Weeks Ended				24 Weeks Ended
	June 14, 2008		June 16, 2007		June 14, 2008		June 16, 2007
Weighted average shares outstanding	49,571,763		54,130,276		49,969,742		54,702,950
Adjustment for nonvested restricted     common stock	(556,308	)	(693,082	)	(568,995	)	(723,743	)
Denominator for basic earnings per share	49,015,455		53,437,194		49,400,747		53,979,207
Effect of dilutive stock options	1,397,164		1,601,415		1,354,986		1,632,169
Adjustment for nonvested restricted     common stock - treasury method	327,095		409,790		377,606		443,246
Denominator for diluted earnings per share	50,739,714		55,448,399		51,133,339		56,054,622

Options to purchase 1,171,885 and 1,167,874 shares of common stock for the 12 and 24 weeks ended June 14, 2008 and 614,713 and 473,567 shares for the 12 and 24 weeks ended June 16, 2007 have not been included in the denominator for the computation of diluted earnings per share because the related exercise prices were greater than the average market price for the period and, therefore, they were anti-dilutive.

3.  Goodwill and Other Non-Amortizable Intangibles

The changes in the net carrying amounts of goodwill and trademarks are as follows (thousands of dollars):

	Goodwill			Trademarks		Total
Balance at June 16, 2007	$	39,078		$	8,506	$	47,584
Intangibles acquired		-			430		430
Foreign currency translation effects		495			-		495
Balance at December 29, 2007		39,573			8,936		48,509
Intangibles acquired		-			72		72
Foreign currency translation effects		(723	)		-		(723	)
Balance at June 14, 2008	$	38,850		$	9,008	$	47,858

4.  Comprehensive Income

Comprehensive income represents net earnings and any revenue, expenses, gains and losses that, under accounting principles generally accepted in the United States, are excluded from net earnings and recognized directly as a component of stockholders' equity.

The ending accumulated other comprehensive income is as follows (thousands of dollars):

	June 14, 2008			December 29, 2007			June 16, 2007
Foreign currency translation adjustments	$	34,070		$	35,433		$	25,550
Foreign currency cash flow hedge adjustments, net of taxes		(827	)		(2,055	)		(1,888	)
Pension adjustments, net of taxes		(11,110	)		(11,110	)		(16,819	)
Accumulated other comprehensive income	$	22,133		$	22,268		$	6,843

9

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements - continued
June 14, 2008 and June 16, 2007

The reconciliation from net earnings to comprehensive income is as follows (thousands of dollars):

	12 Weeks Ended						24 Weeks Ended
	June 14, 2008			June 16, 2007			June 14, 2008			June 16, 2007
Net earnings	$	16,812		$	15,518		$	40,513		$	37,808
Other comprehensive income (loss):
Foreign currency translation adjustments		(1,916	)		3,138			(1,363	)		3,760
Change in fair value of foreign currency         cash flow hedges, net of taxes		(242	)		(991	)		1,228			(840	)
Comprehensive income	$	14,654		$	17,665		$	40,378		$	40,728

5.  Business Segments

The Company has one reportable segment that is engaged in manufacturing, sourcing, marketing, licensing and distributing branded footwear, apparel and accessories to the retail sector, including casual shoes, dress shoes, performance outdoor footwear, boots, uniform shoes, work shoes, and apparel and accessories. Revenue of this segment is derived from the sale of branded footwear and apparel to external customers as well as royalty income from the licensing of the Company's trademarks and brand names to licensees and distributors. The business units comprising the branded footwear, apparel and licensing segment manufacture or source, market and distribute products in a similar manner. Branded footwear, apparel and licensed products are distributed through wholesale channels and under licensing and distributor arrangements.

The other business units in the following table consist of the Company's retail, tannery and pigskin procurement operations. Included in the other business units results below are 91 Company operated retail stores in North America and 20 consumer-direct Internet sites at June 14, 2008 that sell Company-manufactured and sourced products, as well as footwear and apparel manufactured by unaffiliated companies. The other business units distribute products through retail and wholesale channels.

There have been no material changes in the way the Company measures segment profits or in its basis of determining business segments.

Business segment information is as follows (thousands of dollars):

	Branded Footwear, Apparel and Licensing		Other Business Units			Corporate				Consolidated
	12 Weeks Ended June 14, 2008
Revenue	$	236,365	$		30,997	$		-		$	267,362
Intersegment revenue		9,315			850			-			10,165
Earnings (loss) before income taxes		27,502			1,688			(3,916	)		25,274
Total assets		484,182			52,942			126,018			663,142
	24 Weeks Ended June 14, 2008
Revenue	$	503,615	$	51,985		$	-			$	555,600
Intersegment revenue		21,462		1,988			-				23,450
Earnings (loss) before income taxes		68,569		805			(8,461		)		60,913
Total assets		484,182		52,942			126,018				663,142

10

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements - continued
June 14, 2008 and June 16, 2007

	Branded Footwear, Apparel and Licensing		Other Business Units		Corporate				Consolidated
	12 Weeks Ended June 16, 2007
Revenue	$	224,922	$	25,407	$	-			$	250,329
Intersegment revenue		7,241		485		-				7,726
Earnings (loss) before income taxes		24,188		1,461		(2,311	)			23,338
Total assets		450,495		51,726		144,461				646,682
	24 Weeks Ended June 16, 2007
Revenue	$	486,836	$	44,545	$	-		$		531,381
Intersegment revenue		18,216		1,280		-				19,496
Earnings (loss) before income taxes		62,616		185		(5,946	)			56,855
Total assets		450,495		51,726		144,461				646,682

6.  Financial Instruments and Risk Management

The Company's financial instruments consist of cash and cash equivalents, accounts and notes receivable, accounts and notes payable and long-term debt. The Company's estimate of the fair values of these financial instruments approximates their carrying amounts at June 14, 2008. Fair value was determined using discounted cash flow analyses and current interest rates for similar instruments. The Company does not hold or issue financial instruments for trading purposes.

Effective December 30, 2007 (fiscal year 2008), the Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements ("SFAS No. 157"), for financial assets and liabilities measured on a recurring basis. SFAS No. 157 applies to all financial assets and liabilities that are being measured and reported on a fair value basis and establishes a framework for measuring fair value of assets and liabilities and expands disclosures about fair value measurements. There was no impact to the Company's consolidated condensed financial statements as a result of the adoption of SFAS No. 157. As of June 14, 2008 and June 16, 2007, an asset of $389,000 and a liability of $2,607,000, respectively, have been recognized for the fair value of the foreign exchange contracts. In accordance with SFAS No. 157, these liabilities fall within Level 2 of the fair value hierarchy. Level 2 represents financial instruments lacking quoted prices (unadjusted) from active market ex changes, including over-the-counter exchange-traded financial instruments. The prices for the financial instruments are determined using prices for recently traded financial instruments with similar underlying terms as well as directly or indirectly observable inputs. The Company did not have any additional assets or liabilities that were measured at fair value on a recurring basis at June 14, 2008.

The Company follows Statement SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS Nos. 137 and 138, which requires that all derivative instruments be recorded on the consolidated condensed balance sheets at fair value and establishes criteria for designation and effectiveness of hedging relationships. The Company utilizes foreign currency forward exchange contracts to manage the volatility associated with foreign currency inventory purchases made by non-U.S. wholesale operations in the normal course of business. At June 14, 2008 and June 16, 2007, foreign currency forward exchange contracts with a notional value of $56,398,000 and $74,283,000, respectively, were outstanding to purchase U.S. dollars with maturities ranging up to 231 days. These contracts have been designated as cash flow hedges.

11

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements - continued
June 14, 2008 and June 16, 2007

The fair value of the foreign currency forward exchange contracts represents the estimated receipts or payments necessary to terminate the contracts. Hedge effectiveness is evaluated by the hypothetical derivative method. Any hedge ineffectiveness is reported within the cost of products sold caption of the consolidated condensed statements of operations. Hedge ineffectiveness was not material to the consolidated condensed financial statements for the quarters ended June 14, 2008 and June 16, 2007. If, in the future, the foreign exchange contracts are determined to be ineffective hedges or terminated before their contractual termination dates, the Company would be required to reclassify into earnings all or a portion of the unrealized amounts related to the cash flow hedges that are currently included in accumulated other comprehensive income within stockholders' equity.

The Company does not generally require collateral or other security on trade accounts and notes receivable.

7.  Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with the fair value recognition provisions of SFAS No. 123(R), Share-Based Payment. The Company recognized compensation costs of $1,957,000 and $3,913,000, respectively, and related income tax benefits of $399,000 and $799,000, respectively, for its stock-based compensation plans in the statements of operations for the 12 and 24 weeks ended June 14, 2008. For the 12 and 24 weeks ended June 16, 2007, the Company recognized compensation costs of $2,168,000 and $4,158,000, respectively, and related income tax benefits of $557,000 and $1,076,000, respectively, for its stock-based compensation plans.

Stock-based compensation expense recognized in the consolidated condensed statements of operations for the 12 and 24 weeks ended June 14, 2008 and June 16, 2007 has been reduced for estimated forfeitures, as it is based on awards ultimately expected to vest. SFAS No. 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on historical experience.

The Company estimated the fair value of employee stock options on the date of grant using the Black-Scholes model. The estimated weighted-average fair value for each option granted during the 24 weeks ended June 14, 2008 and June 16, 2007 was $5.68 and $6.67 per share, respectively, with the following weighted-average assumptions:

	12 Weeks Ended		24 Weeks Ended
	June 14, 2008	June 16, 2007	June 14, 2008	June 16, 2007
Expected market price volatility (1)	29.8%	23.4%	28.7%	23.3%
Risk-free interest rate (2)	2.6%	4.6%	2.5%	4.8%
Dividend yield (3)	1.7%	1.4%	1.6%	1.4%
Expected term (4)	4 years	4 years	4 years	4 years

(1)	Based on historical volatility of the Company's common stock. The expected volatility is based on the daily percentage change in the price of the stock over four years.
(2)	Represents the U.S. Treasury yield curve in effect for the expected term of the option at the time of grant.
(3)	Represents the Company's cash dividend yield for the expected term.
(4)	Represents the period of time that options granted are expected to be outstanding. The Company determined that all employee groups exhibit similar exercise and post-vesting termination behavior to determine the expected term.

12

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements - continued
June 14, 2008 and June 16, 2007

8.  Pension Expense

A summary of net pension and Supplemental Executive Retirement Plan expense recognized by the Company is as follows (thousands of dollars):

	12 Weeks Ended						24 Weeks Ended
	June 14, 2008			June 16, 2007			June 14, 2008			June 16, 2007
Service cost pertaining to benefits
earned during the period	$	1,121		$	1,151		$	2,243		$	2,292
Interest cost on projected benefit obligations		2,634			2,614			5,268			5,141
Expected return on pension assets		(3,211	)		(3,329	)		(6,423	)		(6,580	)
Net amortization loss		915			1,322			1,831			2,569
Net pension expense	$	1,459		$	1,758		$	2,919		$	3,422

9.  Litigation and Contingencies

The Company is involved in various environmental claims and other legal actions arising in the normal course of business. The environmental claims include sites where the Environmental Protection Agency has notified the Company that it is a potentially responsible party with respect to environmental remediation. These remediation claims are subject to ongoing environmental impact studies, assessment of remediation alternatives, allocation of costs between responsible parties and concurrence by regulatory authorities and have not yet advanced to a stage where the Company's liability is fixed. However, after taking into consideration legal counsel's evaluation of all actions and claims against the Company, management is currently of the opinion that their outcome will not have a material adverse effect on the Company's consolidated financial position or future results of operations.

The Company is involved in routine litigation incidental to its business and is a party to legal actions and claims, including, but not limited to, those related to employment and intellectual property. Some of the legal proceedings include claims for compensatory as well as punitive damages. While the final outcome of these matters cannot be predicted with certainty, considering, among other things, the meritorious legal defenses available and liabilities that have been recorded along with applicable insurance, it is currently the opinion of the Company's management that these items will not have a material adverse effect on the Company's financial condition or future results of operations.

Pursuant to certain of the Company's lease agreements, the Company has provided financial guarantees to third parties in the form of indemnification provisions. These provisions indemnify and reimburse third parties for costs, including but not limited to adverse judgments in lawsuits, taxes and operating costs. The terms of the guarantees are equal to the terms of the related lease agreements. The Company is not able to calculate the maximum potential amount of future payments it could be required to make under these guarantees, as the potential payment is dependent upon the occurrence of future unknown events.

13

WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements - continued
June 14, 2008 and June 16, 2007

The Company has future minimum royalty and advertising obligations due under the terms of certain licenses held by the Company. These minimum future obligations are as follows (thousands of dollars):

	2008		2009		2010		2011		2012		Thereafter
Minimum royalties	$	1,062	$	1,328	$	1,544	$	1,772	$	1,825	$	4,683
Minimum advertising		2,023		2,103		2,166		2,231		2,298		1,660

Minimum royalties are based on both fixed obligations and assumptions related to the consumer price index. Royalty obligations in excess of minimum requirements are based upon future sales levels. In accordance with these agreements, the Company incurred royalty expense of $668,000 and $1,354,000, respectively, for the 12 and 24 weeks ended June 14, 2008. For the 12 and 24 weeks ended June 16, 2007, the Company incurred royalty expense of $780,000 and $1,714,000, respectively.

The terms of certain license agreements also require advertising expenditures based on the level of sales. In accordance with these agreements, the Company incurred advertising expense of $877,000 and $1,584,000, respectively, for the 12 and 24 weeks ended June 14, 2008. For the 12 and 24 weeks ended June 16, 2007, the Company incurred advertising expense of $754,000 and $1,432,000, respectively.

10.  New Accounting Standards

In March 2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133 ("SFAS No. 161"). SFAS No. 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about how and why an entity uses derivative instruments, how the instruments are accounted for under SFAS No. 133 and its related interpretations, and how the instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. The guidance in SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 (fiscal year 2009 for the Company). The Company is currently evaluating the potential impact of the adoption of SFAS No. 161 on its disclosures in the Company's consolidated condensed financial statements.

14

ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

OVERVIEW
Wolverine World Wide, Inc. (the "Company") continues to evolve from a leading global marketer of branded footwear into a multi-brand global marketer of footwear, apparel and accessories. The Company's business strategy is to market a portfolio of lifestyle brands that will: "Excite Consumers Around the World with Innovative Footwear and Apparel that Bring Style to Purpose."  The Company intends to execute this strategy by innovating to achieve product/brand excellence, delivering supply-chain excellence and operational efficiency, complementing its footwear brands with strong apparel and accessories offerings, and building a more substantial global consumer-direct footprint.

The following represent the financial performance highlights of the second quarter of 2008 compared to the second quarter of 2007:

• Record revenue and earnings per share for the 24^th consecutive quarter.

• Revenue for the second quarter of 2008 of $267.4 million, a 6.8% increase over the second quarter of 2007 revenue of $250.3 million.

• Diluted earnings per share during the second quarter of 2008 grew to $0.33 per share compared to $0.28 per share for the same quarter in the prior year, an increase of 17.9%.

• Accounts receivable increased 12.8% resulting from increased shipments, especially in the latter half of the quarter.

• Inventory levels were reduced by $13.0 million, a 7.0% reduction, in the second quarter of 2008 compared to the same quarter in the prior year resulting in an increase in annualized inventory turns from 3.6 turns in the second quarter of 2007 to 3.8 turns in the second quarter of 2008.

• The Company ended the second quarter of 2008 with $77.9 million of cash on hand and interest-bearing debt of $41.2 million.

• During the second quarter of 2008, the Company utilized $5.9 million of cash to repurchase 0.2 million shares of stock under its share repurchase program.

• The Company declared a quarterly cash dividend of $0.11 per share in the second quarter of 2008, a 22.2% increase over the $0.09 per share declared in the second quarter of 2007.

15

The following is a discussion of the Company's results of operations and liquidity and capital resources for the second quarter of 2008. This section should be read in conjunction with the consolidated condensed financial statements and notes.

Results of Operations - Comparison of the 12 Weeks Ended June 14, 2008 (2008 Second Quarter) to the 12 Weeks Ended June 16, 2007 (2007 Second Quarter)

Financial Summary - 2008 Second Quarter versus 2007 Second Quarter
	2008			2007					Change
	$		%		$			%		$		%
(Millions of dollars, except per share data)
Revenue
Branded footwear, apparel and licensing	$	236.4	88.4%		$	224.9		89.9%		$	11.5	5.1%
Other business units		31.0	11.6%			25.4		10.1%			5.6	22.0%
Total revenue	$	267.4	100.0%		$	250.3		100.0%		$	17.1	6.8%
Gross profit
Branded footwear, apparel and licensing	$	92.1	39.0%		$	86.4		38.4%		$	5.7	6.6%
Other business units		10.3	33.1%			9.1		35.9%			1.2	12.7%
Total gross profit	$	102.4	38.3%		$	95.5		38.2%		$	6.9	7.2%
Selling, general and administrative expenses	$	76.5	28.6%		$	72.0		28.7%		$	4.5	6.3%
Interest (income) expense - net		0.3	0.1%			(0.1	)	0.0%			0.4	390.4%
Other expense - net		0.3	0.1%			0.3		0.1%			-	(6.0%	)
Earnings before income taxes		25.3	9.5%			23.3		9.3%			2.0	8.3%
Net earnings		16.8	6.3%			15.5		6.2%			1.3	8.3%
Diluted earnings per share	$	0.33			$	0.28				$	0.05	17.9%

The Company has one reportable segment that is engaged in manufacturing, sourcing, marketing, licensing and distributing branded footwear, apparel and accessories. Within the branded footwear, apparel and licensing segment, the Company has identified five operating units, consisting of the Outdoor Group (comprised of the Merrell® and Patagonia® Footwear brands), the Wolverine Footwear Group (comprised of the Wolverine®, HyTest®, Bates® Footwear and Stanley® Footgear brands and certain private label branded products), the Heritage Brands Group (comprised of the Cat® Footwear, Harley-Davidson® Footwear and Sebago® brands), The Hush Puppies Company and Other. The Company's other business units consist of Wolverine Retail and Wolverine Leathers (comprised of the tannery and procurement operations). The following is supplemental information on total revenue:

Total Revenue - Second Quarter
	2008			2007			Change
	$		%	$		%	$		%
(Millions of dollars)
Outdoor Group	$	87.5	32.7%	$	85.7	34.2%	$	1.8		2.1%
Wolverine Footwear Group		60.9	22.8%		56.5	22.6%		4.4		7.7%
Heritage Brands Group		52.2	19.5%		49.1	19.6%		3.1		6.4%
The Hush Puppies Company		33.2	12.4%		31.7	12.7%		1.5		4.5%
Other		2.6	1.0%		1.9	0.7%		0.7		38.5%
Total branded footwear, apparel and licensing
revenue	$	236.4	88.4%	$	224.9	89.9%	$	11.5		5.1%
Other business units		31.0	11.6%		25.4	10.1%		5.6		22.0%
Total revenue	$	267.4	100.0%	$	250.3	100.0%	$	17.1		6.8%

16

REVENUE
Revenue of $267.4 million for the second quarter of 2008 exceeded the prior year's second quarter by $17.1 million. Increases in unit volume, changes in product mix and changes in selling price for the branded footwear, apparel and licensing operations, as discussed below, contributed $9.7 million of the revenue increase. The impact of translating foreign-denominated revenue to U.S. dollars increased revenue by $5.1 million. These increases were partially offset by $3.3 million due to the planned phase-out of the Hush Puppies® slippers, Stanley® Footgear and private label businesses. The other business units contributed $5.6 million to the increase. International revenue increased in the quarter to account for 42.1% of total revenue in 2008 as compared to 41.4% in 2007.

The Outdoor Group recorded revenue of $87.5 million for the second quarter of 2008, a $1.8 million increase over the second quarter of the prior year. The Merrell® brand contributed $1.5 million to the increase in revenue over the prior year due primarily to the launch of the Apparel division in the second half of 2007. Patagonia® Footwear product contributed $0.3 million to the increase in its second full year of operation.

The Wolverine Footwear Group recorded $60.9 million in revenue for the second quarter of 2008, a $4.4 million increase from the second quarter of 2007. The Wolverine® business realized an increase in revenue of $1.6 million during the second quarter of 2008 compared to the second quarter of 2007, which was primarily driven by the strong performance of the new premium-priced Contour Welt collection. The Bates® uniform footwear business realized an increase in revenue of $4.2 million over the second quarter of 2007 largely due to sales driven by increased product innovation in its product offerings. HyTest® contributed $1.5 million to the revenue increase over the second quarter of 2007. Revenue from the Stanley® Footgear and private label businesses decreased $2.9 million during the second quarter of 2008 compared to the second quarter of 2007 as a result of the planned phase-out of these businesses. The Stanley® Footgear license expired on June 30, 2008.

The Heritage Brands Group generated revenue of $52.2 million during the second quarter of 2008, a $3.1 million increase from the second quarter of 2007. Cat® Footwear's revenue increased $2.3 million over the second quarter of 2007 due principally to increased shop-in-shop installations, expanded distribution for its Cat® Rugged Casual line in the U.S. and the introduction of the Super Duty extreme work collection in Canada. Harley-Davidson® Footwear revenue decreased $0.6 million in the quarter, driven largely by the planned repositioning of the brand in the U.S. market and resulting distribution channel modifications. The Sebago® brand generated a $1.4 million increase in revenue versus the second quarter of 2007 as a result of strong demand for its new product offerings and sales resulting from inventory reduction initiatives.

The Hush Puppies Company recorded revenue of $33.2 million in the second quarter of 2008, a $1.5 million increase from the second quarter of 2007. The U.S., Canadian and European wholesale markets experienced a $1.7 million increase in revenue over the second quarter of 2007, despite generally challenging retail conditions in some of these key markets. The international licensing business contributed $0.2 million to the revenue increase in the second quarter of 2008. These increases were partially offset by a $0.4 million decrease due to the planned phase-out of the slipper business.

Within the Company's other business units, Wolverine Retail reported a $1.6 million increase in revenue in comparison to the second quarter of 2007 as a result of a $1.1 million increase in Internet revenue and a $1.0 million contribution from the addition of eight new stores compared to the prior year's second quarter, partially offset by a $0.5 million decrease in revenue from stores that were open during last year's second quarter. Included in the other business units' results, Wolverine Retail operated 91 retail stores at the end of the second quarter of 2008 compared to 83 at the end of the second quarter of 2007. The Wolverine® Leathers operation reported a $4.0 million increase in revenue in the quarter primarily due to growth experienced with key customers and increased demand for its proprietary products.

GROSS MARGIN
The gross margin of 38.3% for the second quarter of 2008 was a 14 basis point increase from the second quarter of 2007. Benefits from favorable foreign exchange rates were essentially offset by higher freight and product costs from third-party manufacturers and service providers.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses of $76.5 million for the second quarter of 2008 increased $4.5 million from $72.0 million for the second quarter of 2007. During the second quarter of 2008, the Company incurred $2.4 million of special expenses primarily related to the consolidation of its European offices. Continued investment in brand development through product, marketing and retail placement initiatives increased costs for the second quarter of 2008 by $1.3 million in comparison to the second quarter of 2007. The remaining increase related primarily to selling and distribution costs that vary with the increase in revenue.

17

INTEREST, OTHER & TAXES
The change in net interest (income) expense reflected increased borrowings to fund the repurchase of the Company's stock during the quarter.

Other expense in the second quarter of 2008 was consistent with other expense in the second quarter of 2007.

The Company's effective tax rate was 33.5% for the second quarters of 2008 and 2007. 

NET EARNINGS
As a result of the revenue, gross margin and expense changes discussed above, the Company achieved net earnings of $16.8 million for the second quarter of 2008, compared to $15.5 million in the second quarter of 2007, an increase of $1.3 million.

Results of Operations - Comparison of the 24 Weeks Ended June 14, 2008 (First Two Quarters of 2008) to the 24 Weeks Ended June 16, 2007 (First Two Quarters of 2007)

Financial Summary - First Two Quarters of 2008 versus First Two Quarters of 2007
	2008			2007					Change
	$		%		$			%		$		%
(Millions of dollars, except per share data)
Revenue
Branded footwear, apparel and licensing	$	503.6	90.6%		$	486.8		91.6%		$	16.8	3.4%
Other business units		52.0	9.4%			44.6		8.4%			7.4	16.7%
Total revenue	$	555.6	100.0%		$	531.4		100.0%		$	24.2	4.6%
Gross profit
Branded footwear, apparel and licensing	$	206.4	41.0%		$	193.9		39.8%		$	12.5	6.4%
Other business units		17.6	33.8%			15.6		35.1%			2.0	12.3%
Total gross profit	$	224.0	40.3%		$	209.5		39.4%		$	14.5	6.9%
Selling, general and administrative expenses	$	161.8	29.1%		$	153.3		28.8%		$	8.5	5.5%
Interest (income) expense - net		0.4	0.1%			(0.8	)	(0.1%	)		1.2	145.9%
Other expense - net		0.9	0.2%			0.1		0.0%			0.8	411.0%
Earnings before income taxes		60.9	11.0%			56.9		10.7%			4.0	7.1%
Net earnings		40.5	7.3%			37.8		7.1%			2.7	7.2%
Diluted earnings per share	$	0.79			$	0.67				$	0.12	17.9%

The following is supplemental information on total revenue:

Total Revenue - First Two Quarters
	2008			2007			Change
	$		%	$		%	$		%
(Millions of dollars)
Outdoor Group	$	194.9	35.1%	$	185.9	35.0%	$	9.0		4.8%
Wolverine Footwear Group		118.3	21.3%		111.0	20.9%		7.3		6.6%
Heritage Brands Group		109.7	19.7%		109.2	20.5%		0.5		0.4%
The Hush Puppies Company		75.1	13.5%		76.2	14.3%		(1.1	)	(1.5%	)
Other		5.6	1.0%		4.5	0.8%		1.1		25.5%
Total branded footwear, apparel and licensing
revenue	$	503.6	90.6%	$	486.8	91.6%	$	16.8		3.4%
Other business units		52.0	9.4%		44.6	8.4%		7.4		16.7%
Total revenue	$	555.6	100.0%	$	531.4	100.0%	$	24.2		4.6%

18

REVENUE
Revenue of $555.6 million for the first two quarters of 2008 exceeded revenue for the first two quarters of the prior year by $24.2 million. The impact of translating foreign-denominated revenue to U.S. dollars increased revenue by $12.5 million. Increases in unit volume, changes in product mix and changes in selling price for the branded footwear, apparel and licensing operations, as discussed below, contributed $10.2 million of the revenue increase. These increases were partially offset by $5.9 million due to the planned phase-out of the Hush Puppies® slippers, Stanley® Footgear and private label businesses. The other business units contributed $7.4 million to the increase. International revenue increased on a year-to-date basis to account for 41.4% of total revenue in 2008 compared to 40.7% in 2007.

The Outdoor Group recorded revenue of $194.9 million for the first two quarters of 2008, a $9.0 million increase over the first two quarters of the prior year. The Merrell® brand generated an $8.7 million increase over the first two quarters of the prior year as a result of strong footwear shipments, with particular strength in the multi-sport and women's casual categories, as well as the addition of the Apparel division, which launched in the second half of 2007. Patagonia® Footwear product contributed $0.3 million to the increase in its second full year of operation.

The Wolverine Footwear Group delivered revenue of $118.3 million during the first two quarters of 2008, a $7.3 million increase from the first two quarters of 2007. The Wolverine® business realized a decrease in revenue of $0.7 million during the first two quarters of 2008 compared to the first two quarters of 2007 due primarily to a challenging retail environment in the U.S. The Bates® uniform footwear business realized an increase in revenue of $11.0 million primarily due to increased civilian business and the timing of U.S. Department of Defense contract shipments compared to the first two quarters of 2007. HyTest® contributed $2.2 million to the revenue increase over the first two quarters of the prior year. The Stanley® Footgear and private label businesses realized a $5.2 million decrease during the first two quarters of 2008, compared to the first two quarters of 2007, as a result of the planned phase-out of these businesses. The Stanley® Footgear license expired on June 30, 200 8.

The Heritage Brands Group recorded revenue of $109.7 million for the first two quarters of 2008, a $0.5 million increase over the first two quarters of the prior year. Cat® Footwear's revenue increased $0.9 million over the first two quarters of 2007. Harley-Davidson® Footwear revenue decreased $2.9 million year-to-date due primarily to the planned repositioning of the brand in the U.S. market and resulting distribution channel modifications. The Sebago® brand generated a $2.5 million increase in revenue for the first two quarters of 2008, compared to the first two quarters of 2007 as a result of strong product sell-through and a positive response to new higher price point product introductions.

The Hush Puppies Company recorded revenue of $75.1 million in the first two quarters of 2008, a $1.1 million decrease from the first two quarters of 2007. A strong revenue increase of $1.3 million was experienced by the international licensing business during the first two quarters of 2008 due to positive response to product offerings. The Canadian market generated a $0.4 million increase compared to the first two quarters of 2007. The U.S. market offset these increases by recording a $1.7 million decrease in revenue, primarily due to the internal reorganization of the SoftStyle® business. Revenue from the U.K. market decreased $0.4 million in the first two quarters of 2008. The remaining $0.7 million decrease from the first two quarters of 2007 is a result of the planned phase-out of the slipper business.

Within the Company's other business units, Wolverine Retail reported a $3.0 million increase in revenue compared to the first two quarters of 2007 as a result of a $1.8 million increase in Internet revenue and a $1.9 million contribution from the addition of eight new stores compared to the prior year's second quarter, partially offset by a $0.7 million decrease in revenue from stores that were open during last year's second quarter. Included in the other business units' results, Wolverine Retail operated 91 retail stores at the end of the second quarter of 2008 compared to 83 at the end of the second quarter of 2007. The Wolverine® Leathers operation reported a $4.4 million increase in revenue in the first two quarters of 2008 primarily due to growth experienced with key customers and increased demand for its proprietary products.

The Company ended the second quarter of 2008 with an order backlog approximately 4% above the level at the end of the second quarter of 2007. Lower close-out orders and lower orders for discontinued businesses impacted the backlog by 2.4%.

GROSS MARGIN
The gross margin percentage for the first two quarters of 2008 was 40.3%, an 88 basis point improvement from the first two quarters of 2007 due primarily to benefits from favorable foreign exchange rates.

19

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses of $161.8 million for the first two quarters of 2008 increased $8.5 million from $153.3 million for the first two quarters of 2007. During the first two quarters of 2008, the Company incurred $3.4 million of special expenses primarily related to the consolidation of its European offices. Continued investment in brand development through product, marketing and retail placement initiatives increased costs for the first two quarters of 2008 by $3.8 million in comparison to the first two quarters of 2007. The remaining increase related primarily to selling and distribution costs that vary with the increase in revenue.

INTEREST, OTHER & TAXES
The change in net interest (income) expense reflected increased borrowings to fund the repurchase of the Company's stock during the first two quarters of 2008.

The change in other expense primarily related to the change in realized gains or losses on foreign denominated assets and liabilities.

The Company's effective tax rate was 33.5% for the first two quarters of 2008 and 2007.

NET EARNINGS
As a result of the revenue, gross margin and expense changes discussed above, the Company achieved net earnings of $40.5 million for the first two quarters of 2008, compared to $37.8 million in the first two quarters of 2007, an increase of $2.7 million.

LIQUIDITY AND CAPITAL RESOURCES
							Change from
	June 14,		December 29,		June 16,		December 29,			June 16,
	2008		2007		2007		2007			2007
(Millions of dollars)
Cash and cash equivalents	$	77.9	$	76.1	$	77.0	$	1.8		$	0.9
Accounts receivable		195.6		179.9		173.4		15.7			22.2
Inventories		171.7		165.9		184.7		5.8			(13.0	)
Accounts payable		49.6		51.6		53.8		(2.0	)		(4.2	)
Accrued salaries and wages		14.2		18.5		12.8		(4.3	)		1.4
Other accrued liabilities		57.6		41.9		48.8		15.7			8.8
Debt		41.2		10.7		21.5		30.5			19.7
Cash provided by operating activities	$	40.1			$	33.7				$	6.4
Additions to property, plant and equipment		8.0				7.5					0.5
Depreciation and amortization		9.0				9.4					(0.4	)

The Company continued to strengthen its balance sheet in the second quarter of 2008. Cash of $15.5 million was used to fund working capital investments in the first two quarters of 2008 compared to $16.0 million used in the first two quarters of 2007. Inventory levels decreased 7.0% from the same quarter last year and annualized inventory turns increased from 3.6 turns to 3.8 turns. However, the change in inventory levels from year end had a negative impact on cash flows from operating activities when compared to the prior year. Accounts receivable increased 12.8% on a 6.8% increase in revenue over the same quarter last year due to strong shipments in the latter half of the quarter and a modest lengthening of terms for certain U.S. customers. No single customer accounted for more than 10% of the outstanding accounts receivable balance at June 14, 2008.

The decrease in accounts payable as compared to the second quarter of 2007 was primarily attributable to the timing of inventory purchases from contract suppliers. The increase in other accrued liabilities compared to the second quarter of 2007 was primarily attributable to the increase in income taxes payable.

The majority of capital expenditures were for information system enhancements, consumer-direct initiatives, manufacturing equipment and building improvements. The Company leases machinery, equipment and certain warehouse, office and retail store space under operating lease agreements that expire at various dates through 2023.

The Company has a long-term revolving credit agreement that expires in July 2010 and allows for borrowings up to $150.0 million. The revolving credit facility is used to support working capital and general business requirements. The amount outstanding under the revolving credit facility at June 14, 2008 was $30.5 million. No amount was outstanding at June 16, 2007. Proceeds from the existing credit facility along with cash flows from operations are expected to be sufficient to meet capital needs in the foreseeable future. Any excess cash flows from operating

20

activities are expected to be used to purchase property, plant and equipment, pay down existing debt, fund internal and external growth initiatives, pay dividends or repurchase the Company's common stock.

The increase in debt at June 14, 2008 compared to June 16, 2007 was the result of the outstanding balance under the long-term revolving credit agreement primarily due to the repurchase of the Company's stock, partially offset by annual principal payments on the Company's senior notes. The Company had commercial letter-of-credit facilities outstanding of $1.4 million and $1.0 million at June 14, 2008 and June 16, 2007, respectively. The total debt-to-total capital ratio for the Company was 8.2% at the end of the second quarter of 2008, 4.3% at the end of the second quarter of 2007 and 2.2% at year end 2007.

The Company's Board of Directors approved a common stock repurchase program on April 19, 2007. The program authorized the repurchase of 7.0 million shares of common stock over a 36-month period beginning on the effective date of the program. There were 209,700 shares ($28.21 average price paid per share) repurchased during the second quarter of 2008 and 2,026,781 ($26.43 average price paid per share) repurchased during the first two quarters of 2008 under the program. As of June 14, 2008, there were 1,423,684 shares remaining for future repurchase under the April 19, 2007 program. The primary purpose of the stock repurchase programs is to increase stockholder value. The Company intends to continue to repurchase shares of its common stock in open market or privately negotiated transactions, from time to time, depending upon market conditions and other factors. Additional information about stock repurchases is included in Part II, Item 2 of this Form 10-Q.

The Company declared dividends of $5.4 million in the second quarter of 2008, or $0.11 per share. This represents a 22.2% increase over the $0.09 per share declared in the second quarter of 2007. The quarterly dividend is payable on August 1, 2008 to stockholders of record on July 1, 2008.

Critical Accounting Policies

The preparation of the Company's consolidated condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, management evaluates the appropriateness of these estimates. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Historically, actual results have not been materially different from the Company's estimates. However, actual results may differ from these estimates under different assumptions or conditions.

The Company has identified the critical accounting policies used in determining estimates and assumptions in the amounts reported in its Management's Discussion and Analysis of Financial Condition and Results of Operations in its Annual Report on Form 10-K for the fiscal year ended December 29, 2007. Management believes there have been no changes in those critical accounting policies.

21

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

The information concerning quantitative and qualitative disclosures about market risk contained in the Company's Annual Report on Form 10-K for its fiscal year ended December 29, 2007, is incorporated herein by reference.

The Company faces market risk to the extent that changes in foreign currency exchange rates affect the Company's foreign assets, liabilities and inventory purchase commitments and to the extent that its long-term debt requirements are affected by changes in interest rates. The Company manages these risks by attempting to denominate contractual and other foreign arrangements in U.S. dollars and by maintaining a portion of its debt on a fixed-rate basis. The Company does not believe that there has been a material change in the nature of the Company's primary market risk exposures, including the categories of market risk to which the Company is exposed and the particular markets that present the primary risk of loss to the Company. As of the date of this Form 10-Q Quarterly Report, the Company does not know of or expect there to be any material change in the general nature of its primary market risk exposure in the near term.

The methods used by the Company to manage its primary market risk exposures, as described in the sections of its annual report incorporated herein by reference in response to this item, have not changed materially during the current year. As of the date of this Form 10-Q Quarterly Report, the Company does not expect to change its methods used to manage its market risk exposures in the near term. However, the Company may change those methods in the future to adapt to changes in circumstances or to implement new techniques.

The Company's market risk exposure is mainly comprised of its vulnerability to changes in foreign currency exchange rates and interest rates. Prevailing rates and rate relationships in the future will be primarily determined by market factors that are outside of the Company's control. All information provided in response to this item consists of forward-looking statements. Reference is made to the section captioned "Forward-Looking Statements" at the beginning of this document for a discussion of the limitations on the Company's responsibility for such statements. For purposes of this item, "near term" means a period of time going forward up to one year from the date of the financial statements.

Under the provisions of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS Nos. 137 and 138, the Company is required to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through earnings. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives are either offset against the change in fair value of the hedged assets, liabilities or firm commitments through earnings or recognized in accumulated other comprehensive income until the hedged item is recognized in earnings.

The Company conducts wholesale operations outside of the United States in Europe and Canada where the functional currencies are primarily the British pound, euro, and Canadian dollar. The Company utilizes foreign currency forward exchange contracts to manage the volatility associated with inventory purchases made by non-U.S. wholesale operations in foreign currencies in the normal course of business. At June 14, 2008 and June 16, 2007, the Company had outstanding forward currency exchange contracts to purchase $56.4 million and $74.3 million, respectively, U.S. dollars with maturities ranging up to 231 days.

The Company also faces market risk to the extent that its products are produced in countries where certain labor, overhead and raw material costs are paid in foreign currencies, including the Chinese renminbi. As a result, changes in the foreign currency exchange rates of these currencies could cause increases in the price of products that the Company purchases primarily in U.S. dollars.

The Company also has production facilities in the Dominican Republic, where financial statements are prepared in U.S. dollars as the functional currency; however, operating costs are paid in the local currency. Royalty revenue generated by the Company from certain third-party foreign licensees is calculated in the licensees' local currencies, but paid in U.S. dollars. Accordingly, the Company could be subject to related foreign currency remeasurement gains and losses in 2008 and beyond.

22

ITEM 4. Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on and as of the time of such evaluation, the Company's management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company's disclosure controls and procedures, as defined in Securities Exchange Act Rule 13a-15(e), were effective as of the end of the period covered by this report. There have been no changes during the quarter ended June 14, 2008 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

23

PART II.  OTHER INFORMATION

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds
	Issuer Purchases of Equity Securities

Period		Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
Period 1 (March 23, 2008 to April 19, 2008)
	Common Stock Repurchase Program(1)	-	$	-		-		1,633,384
	Employee Transactions(2)	3,491		29.45		-		-
Period 2 (April 20, 2008 to May 17, 2008)
	Common Stock Repurchase Program(1)	-		-		-		1,633,384
	Employee Transactions(2)	121,833		29.50		-		-
Period 3 (May 18, 2008 to June 14, 2008)
	Common Stock Repurchase Program(1)	209,700		28.21		209,700		1,423,684
	Employee Transactions(2)	2,391		28.28		-		-
Total for Quarter ended June 14, 2008
	Common Stock Repurchase Program(1)	209,700	$	28.21		209,700		1,423,684
	Employee Transactions(2)	127,715		29.48		-		-

1.

The Company's Board of Directors approved a common stock repurchase program on April 19, 2007. This program authorized the repurchase of 7.0 million shares of common stock over a 36-month period, commencing on the effective date of the program. All shares repurchased during the period covered by this report were purchased under publicly announced programs.

2.

Employee transactions include: (1) shares delivered or attested in satisfaction of the exercise price and/or tax withholding obligations by holders of employee stock options who exercised options and (2) restricted shares withheld to offset tax withholding that occurs upon vesting of restricted shares. The Company's employee stock compensation plans provide that the value of the shares delivered or attested to, or withheld, shall be the closing price of the Company's common stock on the date the relevant transaction occurs.

24

ITEM 4. Submission of Matters to a Vote of Securities Holders

On April 17, 2008, the Company held its 2008 Annual Meeting of Stockholders. The purposes of the meeting were: to elect three directors for three-year terms expiring in 2011; and to consider and ratify the appointment of Ernst & Young LLP as the Company's independent auditors for the current fiscal year.

Three candidates nominated by the Board of Directors were elected by the stockholders to serve as directors of the Company at the meeting. The following sets forth the results of the voting with respect to each candidate:

Name of Candidate	Shares Voted
William K. Gerber	For	45,356,164
	Authority Withheld	1,045,891
	Broker Non-Votes	0
Blake W. Krueger	For	44,952,726
	Authority Withheld	1,449,329
	Broker Non-Votes	0
Michael A. Volkema	For	45,334,133
	Authority Withheld	1,067,922
	Broker Non-Votes	0

The stockholders also voted to ratify the appointment of Ernst & Young LLP by the Audit Committee of the Board of Directors as independent auditors of the Company for the current fiscal year. The following sets forth the results of the voting with respect to that matter:

Shares Voted
	For	44,907,181
	Against	1,459,653
	Abstentions	35,223
	Broker Non-Votes	0

25

ITEM 6. Exhibits

The following documents are filed as exhibits to this report on Form 10-Q:

Exhibit Number	Document
3.1	Restated Certificate of Incorporation. Previously filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 30, 2006. Here incorporated by reference.
3.2	Amended and Restated Bylaws. Previously filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the period ended September 8, 2007. Here incorporated by reference.
31.1	Certification of Chief Executive Officer and President under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Senior Vice President, Chief Financial Officer and Treasurer under Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification pursuant to 18 U.S.C. §1350.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
July 24, 2008	/s/ Blake W. Krueger
Date	Blake W. Krueger Chief Executive Officer and President (Duly Authorized Signatory for Registrant)
July 24, 2008	/s/ Donald T. Grimes
Date	Donald T. Grimes Senior Vice President, Chief Financial Officer     and Treasurer (Principal Accounting Officer and Duly Authorized     Signatory for Registrant)

26

EXHIBIT INDEX

Exhibit Number	Document
3.1	Restated Certificate of Incorporation. Previously filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 30, 2006. Here incorporated by reference.
3.2	Amended and Restated Bylaws. Previously filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the period ended September 8, 2007. Here incorporated by reference.
31.1	Certification of Chief Executive Officer and President under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Senior Vice President, Chief Financial Officer and Treasurer under Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification pursuant to 18 U.S.C. §1350.

27

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Blake W. Krueger, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Wolverine World Wide, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 24, 2008

/s/ Blake W. Krueger

Blake W. Krueger
Chief Executive Officer and President
Wolverine World Wide, Inc.

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Donald T. Grimes, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Wolverine World Wide, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 24, 2008

/s/ Donald T. Grimes

Donald T. Grimes
Senior Vice President, Chief Financial
   Officer and Treasurer
Wolverine World Wide, Inc.

EX-32

Exhibit 32

CERTIFICATION

Solely for the purpose of complying with 18 U.S.C. § 1350, each of the undersigned hereby certifies in his capacity as an officer of Wolverine World Wide, Inc. (the "Company") that the Quarterly Report of the Company on Form 10-Q for the accounting period ended June 14, 2008 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in such report fairly presents, in all material respects, the financial condition of the Company at the end of such period and the results of operations of the Company for such period.

Date: July 24, 2008	/s/ Blake W. Krueger
	Blake W. Krueger Chief Executive Officer and President
	/s/ Donald T. Grimes
	Donald T. Grimes Senior Vice President, Chief Financial Officer and Treasurer