Good morning, and welcome to Wolverine Worldwide's Second Quarter 2012 Earnings Conference Call. [Operator Instructions] This call is being recorded at the request of Wolverine Worldwide. [Operator Instructions] I would now like to introduce Ms. Christi Cowdin, Director of Investor Relations and Communications for Wolverine Worldwide. Ms. Cowdin, the floor is yours, ma'am.

Thank you, Mike, and good morning to everyone, and welcome to our second quarter 2012 conference call. On the call today with us 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 second quarter of 2012. 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. Our release is also available on many news sites, or it can viewed from our corporate website at www.wolverineworldwide.com. This morning's press release included non-GAAP disclosures, and these disclosures were reconciled with attached tables within the body of the press release. Today's comments during the earnings call will also include some additional non-GAAP disclosures. There is a posting at our corporate website that will reconcile the non-GAAP disclosure to GAAP. To view the document, please go to our corporate website, www.wolverineworldwide.com, click on Investor Relations in the navigation bar, click on Webcast at the top of the Investor Relations page and then please click on the link to the file called WWW Q2 Conference Call GAAP versus Non-GAAP Disclosures below the webcast link. Before I turn the call over to Blake to comment on our results, I'd like to remind you that the predictions and projections made in today's conference call regarding Wolverine Worldwide 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. And with all that being said, I would now like to turn the call over to Blake.

Thanks, Christi. Good morning to everyone, and thanks for joining us this morning. Earlier this morning, we reported our financial results for the second quarter, where we achieved record revenue behind strong growth in all of our major U.S. businesses, as well as key global markets, including our Latin America distributor operations. We're pleased with our performance in the quarter despite the economic uncertainty facing some parts of the world and remain well positioned to drive results in the current environment. It's clear that the global economic recovery has yet to fully materialize, and the macroeconomic uncertainty surrounding Europe is having a direct impact on the retail environment in that region, as well as an indirect spillover effect on several other markets. However, for our brands, broad lifestyle trends remain in our favor, driven by a global consumer appetite for authentic heritage brands, Americana styling and prep, lightweight and minimalist, boots, and health and wellness. Despite the macroeconomic challenges, our brands are winning on a global basis and we remain focused on exceeding the expectations of our target consumers; expanding our international footprint; and as always, delivering innovative products. We've been pleased with the pace of incoming orders, where -- which were up at a strong double-digit clip in the quarter, demonstrating the strength of our product lines and retailer confidence in our brands. Our narrow and deep, an inventory investment philosophy, continued to ensure strong levels of customer support and is reflective of prudent working capital management. As we focus on operating our 12-brand global portfolio, soon to be 16 brands, we are keenly aware of balancing long-term investment strategies while delivering short-term financial results. We achieved this by investing heavily in our most promising initiatives and aggressively managing SG&A in line with the current economic landscape. Our financial…

Thanks, Blake, and good morning to everyone. Earlier today, we released financial results for our fiscal second quarter that, although reflective of the economic challenges around the world, were very much in line with our previous expectations. I'll take a few minutes to share more details on those results, as well as offer our current thoughts on our expectations for the back half of 2012. This morning, we reported record second quarter revenue of $312.7 million, an increase of 0.8% compared to second quarter 2011 revenue of $310.1 million. Revenue in the quarter was negatively impacted by $3.8 million from foreign exchange translation. Continued strong growth from Wolverine Retail was up -- which was up about 15%; high single-digit to double-digit growth in the United States for Merrell, Wolverine, CAT Footwear, Sebago, Chaco and Cushe; and nice growth from the distributor businesses for CAT Footwear and Hush Puppies was offset by the impact of continued macroeconomic challenges in Europe. Recall that in fiscal 2011, Europe represented just under 20% of our reported revenue and the broader EMEA region represented about 25% of revenue. Although we're not immune from the impact of what's going on in Europe, times like these reinforce the advantages of our global business model, a diversified brand portfolio that targets multiple consumer segments through a variety of channels in over 190 countries around the world. Our brand portfolio will become even more diversified with the pending acquisition of the Sperry Top-Sider, Saucony, Stride Rite and Keds brands, but more on that in a bit. Turning to reported revenue in the quarter for our wholesale operating groups. The Outdoor Group, which consists of Merrell, Chaco and Patagonia Footwear, delivered revenue of $130.7 million, a 2.7% increase compared to the prior year. Many of our retail partners here in…

Thanks, Don, and thank you all for your time this morning. We'll now turn the call back to the operator so we can take your questions. Operator?

[Operator Instructions] And the first question we have comes from Jim Duffy of Stifel, Nicolaus.

A couple of questions for you guys. I imagine you knew this question was coming, but, Blake, I believe you said orders up at a strong double-digit pace. Is that representative of what would have been your backlog number?

Not really, Jim. As we've said the last couple of quarters, we did a pretty detailed study as to whether backlog was more or less of a predictor on our sales results. And frankly, over the last 3 or 4 years, it's been increasingly more volatile, less of a good predictor. So we just thought we ought to let you know that the pace of incoming orders, future and at-once, was up very strong double-digits in the quarter.

Okay, I see. And then big-picture question here. From the appearance of the headline numbers for Qs 1 and 2, it looks like a base business that's slowing. The presumption in the investment community by some is that PLG becomes your vehicle for growth, yet the commentary on certain brands suggests otherwise. Is there anything you can do at the corporate level to kind of disaggregate the impact from the hangover of a warm winter and European headwinds to represent the trajectory of the base business otherwise?

It's, frankly, a little bit difficult. Europe is probably choppier and more volatile than we probably thought at the beginning of this year. It's clearly having an impact on our businesses and the industry and, frankly, a lot of other industries. I would say that we develop plans every year to grow each one of our brands and businesses, and it's one of the key advantages of having a portfolio of 12, soon to be 16, brands. We've got plans -- preliminary plans in place to grow the PLG businesses, as well as our own. We joke a little bit internally here that we're not sure which is going to be our first $1-billion brand, Merrell or Sperry, but that's a good internal challenge to have at the company. But certainly, in markets like the U.S.A., which has remained pretty robust for footwear, and so the spillover effect from Europe onto U.S.A. for our industry has not yet been that negative. We'll see what the future holds, but currently, it's pretty robust here in the United States. If you look at how our brands performed in the quarter and how we expect them to perform for the remainder of the year, it's going to be a key growth opportunity for us and it's going to be across the whole portfolio, whether it's Cushe; whether it's Wolverine, #1 position in the U.S.A. work; whether it's CAT Footwear; whether it's Merrell, who had an outstanding Q2 here in the U.S.A., which is their largest business. We're pretty upbeat despite some of the macroeconomic choppiness.

Jim, I will say that we're not letting certain short-term region-specific economic challenges, whether it's the macro challenges in Europe or the issues with one of our largest customers in Canada that has mitigated some of our growth in the first 2 quarters of the year -- and again, to go back to -- we're comparing ourselves this year to 2 quarters last year in which revenue growth was 16% and 20%. But we're not letting some of those short-term factors make us believe, and we don't want anyone else listening to the call today to believe, that we don't have significant growth opportunities in our current 12-brand portfolio. We expect to get meaningful growth from the 4 brands that we're going to be acquiring later in the year, but we still have plenty of organic growth opportunities with the brands that we currently have.

That's helpful. Don, can you share what growth for just the U.S. business as a whole was during the quarter?

It was high single digits.

Okay. That's great. And then last question, related to PLG. I believe you were initially talking about a July 31 close. You're now talking late September. What are the current expectations for PLG's earnings contribution in '12?

Well, when we announced the deal on May 1, I think we -- there was a -- I don't want to say a disconnect, but we talked about a close in the late summer to early fall. The earnings accretion numbers that we were using was based on a 7/31 close, which would have -- had been the thought at one point, but we knew -- I guess, probably, the few days before the May 1 announcement date, that we probably were looking at maybe a late summer, early fall close. We did say on May 1 that we expected, excluding nonrecurring deal costs and integration costs to be incurred in 2012, that PLG would have a minimal contribution, plus or minus, to 2012 EPS. And -- but we're not updating that today, so that would be still –- we stand by what we said on May 1.

The next question we have comes from Taposh Bari of Jefferies.

I wanted to ask about, I guess, the gross margin contraction in the quarter. I'm surprised that the winter from 2 quarters ago now is still playing a role in the second quarter margins. I understand that you cleared inventories there. But can you just give us a sense of whether this is the end of the collateral damage from last year's winter? Or should we -- is there still a possibility of seeing some more -- or gross margin contraction in the coming quarters in the event that you can't clear some of the inventory?

So -- and we -- I mean, as you know, I'm sure, we have closeout sales every quarter. We did have incremental closeout sales at a lower gross margin this -- in this year's Q2 than last year. I would say that a part of the closeout sales -- the incremental closeout sales that we had in Q2 was related to the hangover effect of the last fall/winter, but not completely. And I would say, to use your term, Taposh, we're through the collateral damage in terms of closeout sales and negative gross margin impact from last fall/winter. Having said that, we do have closeout sales every quarter.

Okay. So I guess -- maybe if I can ask the question another way. Can you help, as you usually do, Don, kind of decompose the gross margin contraction amongst closeouts versus costs, et cetera?

Sure. Pricing contributed -- our selling price increases was about 300 basis points of a benefit to gross margin, more than offset by higher product cost of about 320 basis points. We had the FX contract gains that helped gross margin by about 50 basis points. And then we had a pretty significant -- more significant than normal kind of negative mix impact, sales mix, which was represented by the higher closeout sales at lower gross margin and a slightly negative mix in our volume direct business towards customers that had lower margin than other customers. So that -- but the biggest components of the negative sales mix was the higher closeout sales at lower gross margin. That was about 200 basis points of gross margin contraction.

Okay. Then within the closeouts, I mean, how would you break out the effect of the winter versus just the environment within that 200 basis points? Is it kind of 50-50 or more environment-related right now?

I mean, I don't have the figures in front of me. I would say our Q2 normal closeouts were consistent with prior years, and the remainder was probably attributable to some leftover cold-weather product and winter product.

Got it. Okay, that's helpful. And then, the other question I had was -- just as it relates to gross margins, Don, you had mentioned that you're expecting gross margins to be up in the balance of the year. Is that individually for 3Q and 4Q, or in aggregate? And how does that outlook compare to kind of what you were expecting as of last quarter, particularly for the second half of the year?

I'd say it's consistent with our previous outlook. We're not giving gross margin guidance by quarter. We're trying to be helpful by giving you some revenue and EPS guidance for Q3. But we do expect gross margin in Q3 and Q4 combined to be up versus the prior year, leading to the full year guidance of gross margin to be modestly down versus the prior year. Our -- on year-to-date basis, our gross margin is down 110 basis points. So we expect improvement on that over the balance of the year.

The next question we have comes from Christian Buss of Credit Suisse.

I was wondering if you could talk a bit about the management of inventories. It looks like you've managed inventories very carefully here. How comfortable are you with your ability to support the re-acceleration of sales you're expecting in 3Q and 4Q?

Well, I think we've been -- we feel pretty comfortable internally. As you know, for a number of years, we've been on a narrow and deep kind of a inventory philosophy. We carry a little bit of everything. About -- still about half of our sales are generated by at-once or short-future orders, and so we carry a little bit of everything. But you need to be narrow and deep in the key items, and you have to do that for just about every brand in our portfolio. So we've been on that track for at least 4 or 5 years, and it's paying dividends for us. As always though, we're also working on shortening the supply chain. So taking time out of the equation, quicker development, shorter lead times, and that's just a constant focus of ours.

But I'd also say, Christian, that our ability to fill the at-once orders that we expect over the balance of the year is also a function of the inflow of goods that we have scheduled to occur over the balance of Q3 and into Q4 as well.

That's helpful. And could you talk a bit about the SG&A expense controls that you've identified? And can you talk a little bit, also, about your marketing spend, and where that's gone in the front half of the year?

Yes. I mean, we really tightened down on all areas of discretionary spends, excluding obviously the almost $5 million of acquisition-related expenses. So as Blake noted in his prepared remarks, in times of, perhaps, more challenging top line revenue growth, we rely on investments that we made in the past 12 to 24 months to bolster the brands in the business. So we really took a hard look at incremental hiring in terms of what positions we were going to fill in Q2 and beyond. We noted in our Q1 earnings call that we had some employee separation cost of over $1 million that are benefiting the financial results in our reported SG&A in Qs 2 through 4. So we really looked at all areas of discretionary spend, and we feel like that's what a well-managed company needs to do in tougher economic times and in responding to the challenges in Europe and Canada.

And the next question we have comes from Kate McShane of Citi Research.

Blake, I think you had mentioned during your comments that you had done this bottoms-up analysis with a lot retailer insight into their ordering patterns or what they expected to order for Q4 of your products. And I wondered if you could expand on that a little bit more, and also any kind of feedback you're hearing from the retailer about the health of the consumer in the U.S. and how inventory levels are currently.

Sure. I would guess -- I -- just to take a step back, I think, frankly, the retailers themselves for the last 6 or 9 months have been a little more conservative than the actual consumer. The actual consumer, especially in the United States, it's been a pretty robust environment for footwear and in most parts of the world. I think that the retailers are -- the retailers, though, have been kind of looking at Europe, wondering what's going to happen. And they've been trying to push a little bit more of the inventory-carrying burden back on vendors and brand owners like us. So my impression right now is, despite the fairly warm winter and fall last year, retailer inventories in the United States are in very good shape. We've had a number of large retailers, frankly, tell us that, "We placed our orders. We truly believe we're underbought for fall," for example, "but we just expect you to have the inventory on hand when we come back to you." So we don't especially like that. We wouldn't have ordered it up that way, but that's the reality in the current environment, and it's certainly something we feel we could deal with.

Okay, great. And then, Don, can you just help us understand what's exactly in the EPS guidance, since you had the $0.06 impact from PLG and then the $0.07 tax benefit in Q2?

Yes. What's not in the EPS guidance is the -- are the $4.9 million of acquisition-related expenses. So on a reported basis, the guidance is $2.64 to $2.74, as we note in the last paragraph of the earnings release.

Okay. But the tax benefit is in that, so is there an offset to that since guidance is staying the same?

No. That's the guidance. I mean, we still -- we maintain the guidance in the $2.70 to $2.80 range, earnings per share, which will represent still nice growth over last year's $2.48. That does not include the $4.9 million of PLG-related expenses.

[Operator Instructions] The next question we have comes from Chris Svezia of Susquehanna Financial Group.

Could you guys, by any chance, just give us a sense of how much Europe or EMA -- EMEA was down in the quarter? I think you referenced -- you had said U.S. or North American business was up high single. I'm just -- any parameters about how much the European piece was down?

I mean, EMEA and Canada, which are our second- and third-largest geographic regions, Chris, on a reported-revenue perspective, were both down in the low to mid double-digit range in the quarter.

Okay, all right. And then with regard to -- just going back to Kate's question here, where she was trying to ask about the tax piece. I guess one of the observations would be, you maintain your earnings outlook, but it seems like when you went into the second quarter, you weren't expecting to get a $0.07 tax benefit. What are you -- is there maybe currency not as favorable, maybe that's some of the offset? I'm just kind of curious about the puts and takes in that earnings outlook for this year.

Yes. You hit it, Chris. Currency is one. And recall that we guided to flat to slightly up gross -- full year gross margin in the previous quarter, and we're guiding to modestly down gross margin now. So that -- those would be the 2 main factors.

Okay. So I mean, on the gross margin, it looks like you took your medicine in the second quarter to clear out the inventory to be in better shape as you go into the key fall selling season, to see better gross margin improvement in the back half of the year. Is that fair to say?

Yes.

Of the 6 to 10 -- when you talk about PLG and you mentioned the synergies -- I think, initially, it was $6 million to $10 million. If I got this correctly, you feel better about maybe coming close to the upper end of that range. Is that fair?

Yes, and also the timing of the realization. I mean, we had said on May 1 that we are modeling not realizing any synergies until month 13 post-close. And we better realize now that we'll start realizing some synergies almost really from day 1 of close, given the work that we've done from May 1 through today.

Okay. And that would give you better -- or some increased confidence, a $0.25, $0.40 accretive benefit x items for '13 coming closer to the upper end of that range, if I got you correctly.

That's the correct way to look at it, yes.

Okay. And when you think about, internationally, the opportunity to take these brands from PLG into kind of plug-and-play, as we would say, internationally, I know that they already have some subsidiary and some places where they are distributing product, but how long does that take? Do you guys, once you've closed the transaction, start getting revenue growth or gains from putting some of these products in international markets through your own distribution?

Yes, Chris. I would say it doesn't happen immediately, despite the fact that we've got a cadre of international distributors and partners that have been with us 20, 30, 40, some almost 50 years. Just to take one example, when we acquired Cushe, small brand, almost no international distribution. We're in 100 countries today a couple of years on from the -- 2.5 years, 3 years on from the acquisition date. So we think some of the brands will be a quicker ramp-up internationally. PLG has some good partners in place right now in some countries, and we want to leverage some of what they have. But we think we're going to do this very quickly, measured against our competition or anybody trying to do this from scratch.

Okay. And the last question I have is just on -- can you just explain what the on orders up double digits that -- is a comment you made very early. I think someone asked a question about that earlier. Just I'm trying to understand the context of that. I know you said it's not a backlog number, but could you run through that one more time, what you meant by that?

Yes. I mean, when we talk about -- when we measure income, one of the -- our measurements are total incoming orders in the quarter. And they can be at-once. They can be futures. Frankly, there's other categories. There are short futures. Most of the orders we would have received in Q2 would be for Q3 and Q4 delivery, maybe some spillover into the next fiscal year, but most of those orders would have been for Q3 and Q4 delivery. They were up a pretty strong double-digit, overall incoming orders in the quarter. Futures, surprisingly -- a little bit surprisingly strong, but that's probably reflective of lean inventories by retailers, and we hope, of course, a positive reaction to our product line. So that was very encouraging. Obviously, our planned slowdown in the Harley-Davidson business and our low-margin Bates businesses had a negative impact on incoming orders in the quarter. So it's probably a little more positive than even our actual experience.

Okay. So I mean, it's fair to say that your backlog is positive?

Well, we'd prefer not to comment on backlog when it's good news and not to comment on it when it's bad news. We, frankly, would prefer to be consistent. So we'll just -- we've been trying to politely wean everybody off of backlog as a focus area.

The next question we have comes from Edward Yruma of KeyBanc Capital markets.

You guys, once again, demonstrated really strong SG&A control, but I want to focus in on SG&A in Europe. If macroeconomic conditions stay weak there, is there more SG&A for you to cut there? Or do you feel like you're appropriately lean?

Well, I would guess right -- there's always more -- to quote Don, there's always more SG&A to cut, more efficiencies to wring out of your business model. So we think we've taken the appropriate actions, given the choppiness in Europe and the volatility in Europe, but there's probably always a few more things we can do over there. Certainly, when you look at implementing and transitioning over to PLG European operations and combining those with our operations, there'll be some synergies there that we'll realize for sure.

And I will say that -- I may have mentioned this to you. I'm having a flashback. We may have had this conversation in New York a few weeks ago. But Europe has been the one part of our business that has probably demonstrated the most SG&A discipline on a year-to-date basis, in terms of rightsizing the organization over there in response to the challenging trading conditions. So although there's always more -- there are always more efficiencies to be gained, I think that they have done -- made a great effort towards kind of demonstrating the type of discipline that we need throughout the organization.

Great. And I think they recently signed some legislation that changes pension. Could you talk about the assumptions for pension contributions going forward and if that will benefit you at all?

Coincidentally, I -- it was kicked over to me in an e-mail yesterday, and I have kicked it over to our outside actuaries to make sure I have some salient talking points as to the potential impact on Wolverine prior to our board meeting that's kicking off tomorrow, so I'll have to get back to you on that. But there appears to be some funding relief in the future for us, but we were expecting our funding to go down anyway in 2013 and beyond. We've been at fairly high levels of funding the last 2 years. But our plans on an actuarial basis remain 100% funded.

And the next question we have comes from Mitch Kummetz of Robert Baird.

Let me start with asking about at-once. So as of last quarter, you guys have mentioned that your at-once orders were up nearly 20% through the early part of the quarter. Can you say where they ended up for the quarter, all in?

Yes. I -- we can give you a little more color on that maybe. I mean, for the Outdoor Group, they had a strong double-digit increase in at-once -- frankly, at-once and futures orders in the quarter. The same could be true for the Lifestyle Group. The Heritage Group had a negative at-once order trend in the quarter, tied primarily to Bates and Harley-Davidson. Their future orders for the Heritage Group, the Wolverine brand, the CAT brands, were up at a strong double-digit paces also. Overall, the way we technically classify at-once, we would have been up low, mid single digits. We would have been up -- without the impact of Bates and Harley-Davidson, we would have been up...

Low double digits, Mitch...

Low double digits in the quarter.

Mitch, it's important to note that -- I know you know this and I know probably most analysts know this, but it's worth repeating, I guess, that we classify at-once orders that -- as orders that come in today that have a requested ship date within 2 weeks of the date of order receipt. And therefore, everything else is a futures order. But all futures orders are not scheduled to be shipped 6 months down the road. There are what we call short futures, which are kind of like quasi-at-once orders that may have a requested ship date in 2 weeks and a day or in 4 weeks or 6 weeks. So those orders would still benefit the current fiscal year. And so total orders were up at a greater clip than what we technically define as at-once orders, but many of those are orders that will ship in Q3 and Q4.

Got it, okay. And then -- just as far as your guidance goes, I mean, you are saying that you expect strong at-once orders in the back half. And I don't know if that means more than just at-once, as you define at-once, if that also means these short futures orders. But -- I mean, can you give us some sense as to what strong at-once means? I mean, is that -- are you talking low double digits, high teens? I mean, what kind of -- where are you expecting the at-once to come in, in the back half to get to the sales guidance that you're providing?

I mean, it depends on the brand. But I would say to get to the revenue number that we're targeting, we need a double-digit increase in at-once orders over the balance of the year, at-once and short futures.

Okay, all right. That's helpful. And then on the FX, I know you talked about the impact on sales for the quarter. Can you say what the all-in FX impact was on the earnings, and then maybe what you expect the FX impact to be on sales and earnings for the back half of the year?

Yes. I think we had a $0.03 -- when you net it all out, we had $0.03-per-share benefit from FX in the quarter, which was primarily the FX contract gains that I talked about. And then we expect some FX, based on current forecasted FX rates, which are very close to spot rates. We don't have as much cushion in our FX as we would typically have at this time of the year, because the dollar strengthened after we kind of went official with our forecasted FX rates. But we expect some FX headwinds in the fourth quarter, such that our full year EPS will be -- will benefit only $0.01 a share from FX.

Okay. That's fourth quarter?

Some fourth quarter headwinds, yes, to offset year-to-date tailwind.

Okay, got it. Got it. And then maybe lastly, Don, you mentioned that between EMEA and Canada, that your -- that was -- those markets were down, I think you said, low to mid double digits for the second quarter. Is that also your expectation for those markets into the back half of the year as far as what your guidance is?

We would expect a little bit better than that, but we're not expecting, for example, any great improvement in the European situation in the short term, the next 2 quarters.

The next question we have comes from Andrew Burns of D.A. Davidson.

Two questions for you. The first one, in terms of Canada, you mentioned potential impact from one key retailer exacerbating the weakness in that market. Is that something that's expected to continue for the balance of the year? I'm just trying to get the mix of sort of economic-related versus more company-specific issues for Canada.

Yes. I think what we're referring to there, frankly, was the acquisition by Canadian Tire of The Forzani Group. I think, quite honestly, they've been going through some integration issues and probably a new few -- a few new rules of the road in terms of the inventory management and inventory levels. And we would expect that to begin to snap back to what we consider normal.

Okay. And then if you could touch on the M-Connect launch and this convergence theme that you're seeing. It seems like that could also present the opportunity to get Merrell into new doors that were more athletic-focused over time. Is that the case? And when would we potentially see that?

Yes. We certainly believe that. Frankly, the original Barefoot Collection was kind of the spearpoint for that additional distribution, which continues to build. It's important to realize M-Connect is really a continuum of different collections of product, from Barefoot to Bare Access to Mix Master to a new light Proterra, a new lightweight hiking, speed hiking collection that's gotten a tremendous response. They're all focused on getting people closer to the earth. They're focused on a more glove-like natural fit. They're focused on outside athletic. By that, I kind of mean fast, flexible and light. And as you know, light running and lightweight running have been one of the huge growth areas over the last several years, and we don't see any letup. So the whole -- Barefoot was great in its own right. But the -- Barefoot is the point that got Merrell into additional distribution, especially outdoor running specialty shops and some other athletic distribution. It's been a big benefit.

The next question we have comes from Diana Katz of Lazard Capital Markets.

Don, just so I'm clear, on the gross margin line in the back half, are you still expecting -- I guess, are your gross margins in the back half still where you expected them after the first quarter? I mean, still up at maybe -- is it slightly weaker now your expectation? Or has the plan kind of remained the same since first quarter?

Essentially the same. I mean, I hope you guys appreciate that forecasting our consolidated gross margin is quite an involved exercise with all the moving pieces we have across 12 brands that have dramatically different gross margins, retail, wholesale, third-party distributor business versus the subsidiary market business. So I'm not trying to say we don't put forth significant effort, but if we come within 20 basis points of projected gross margin in a quarter, we've done a pretty good job. And I don't want to imply there's more precision to it than that. But answering your question more broadly, Diana, we're pretty much in line with what we had previously expected. We expect gross margin improvement, year-over-year, over the back half of the year to get us to full year gross margin that is modestly down from the prior year, but better than where we are on a year-to-date basis.

Okay. And then in Europe, is there any more color you can provide, maybe by category or brand? Merrell, I believe it was still up low single digits in Europe in the quarter, dramatically different than the other brands. Is that just new Barefoot distribution? Or is there anything else you could dive into in Europe beyond just macro?

I would say Merrell's -- yes, Merrell had a low single-digit increase in Europe in the quarter, which, frankly, is quite an accomplishment in the current environment. Some of that is driven by -- quite a bit of that was driven by Barefoot and Barefoot derivatives. I would say as a region, Europe has been the first region, as a whole, to really get on the Barefoot lightweight minimalist bandwagon, more so than some other parts of the world. And so that was one of the reasons for Merrell's pretty great performance in Europe in the quarter. The rest of the macroeconomic environment over there remains very tough. It's going to be tougher on some other industries than footwear, as you know. Footwear does fairly well in a choppy environment, in a downdraft environment as a product category. There's a lot of consumer want in footwear -- the footwear industry, but there's also a lot of consumer need. And footwear tends to do better in a little bit tougher economic environment. So Europe is a challenge at the moment. It'll be a challenge for our industry. But probably as an industry, we'll come out of this better than most.

Next, we have Sam Poser of Sterne Agee.

I guess most of my questions have been answered, but I do -- I just want to follow up on the guidance for a second. Can you walk through, within the guidance, sort of how you're thinking of sales in the -- by group for the balance of the year or for the full year? Like what are the expectations, especially the Outdoor Group, for the full year within the range?

Yes. I mean, Sam, we have historically not offered revenue guidance by operating group or brand, recognizing that we have a lot of moving pieces. And versus forecast or plan, a brand can over-deliver and another may offset -- or more than offset another brands under-delivery. So we'll stick to our full year revenue guidance and the Q3-Q4 revenue growth that, that implies.

But I guess -- I mean, let me ask you this. I'm assuming that a good amount [ph] of that at-once business that you're expecting is being driven out of the -- I would guess the Outdoor Group and the Heritage Group, the 2 big guns of the company. Is that a fair way to think about it?

That's a fair way to think about it, yes.

And I mean, what -- I mean, I understand -- I mean, you've got some really good sellers right now, and you're seeing the fill-in orders coming in. But from where we're picking up is that retailers will fill in very good sellers, but they're not going to fill in good sellers regardless of where their inventory is, given the environment. And you made the comment that there was -- that they're putting more pressure on you to have inventory for them. You said you didn't like that, but that was the way it was. I mean, did you feel -- yes...

Sam, fundamentally, as you know, in our industry, it comes down to product. Whether it's great economic times, mediocre economic times, even challenging economic times, if you're there with fresh product, product innovation, you're going to do fairly well in our industry. So we don't give guidance by group. But we had -- incoming orders in Q2 were pretty much great across all of our brands, not just our largest brand, Merrell, certainly, but across all of our brands. So a lot of that is fundamentally being driven by product introductions, new product. And as you know, you're not going to get any kind of orders from retailers unless your brands are performing for them. It's just inherent -- yes, it's inherent in the beast. So right now, the -- our brands, they're performing, and not just in the United States, but in 190 markets around the world.

And then lastly, you don't talk much about Asia. What percent of your business is being done over in Asia right now?

Well, about 1/3 of our unit volume is done in Asia-Pacific and Latin America. That's about -- and that's split about 50-50. So about 1/6 of our total unit volume is Asia-Pacific region, but the large part of that in -- and we're including India and Southeast Asia. So India and China and Australia and Japan are the biggest markets for us.

But how is that business these days from a distributor perspective?

Pretty darn good. I mean, we had increases in -- even though we're very early in our growth life cycle for some of our brands in the Far East, we had growth this quarter in China and expect more growth into the future, growth in India, certainly, a great quarter in Latin America, where we've got a lot of strong partners and businesses. So overall...

I would say, with the organizational moves we've made over the last 1.5 year with the creation of our international group and hiring a Managing Director for Greater China, that we are building the foundation for what we expect to be accelerated growth in Asia Pacific versus the rest of the world over the next handful of years.

And next, we have Jonathon Grassi of Longbow Research.

I want to go back to Diana's question regarding product categories in Europe. To me, it sounded like Caterpillar, the licensed footwear business, was the weakest of the brands in that region. I guess, how would you define that work-related construction boot for Europe? Is that the product category that is experiencing the weakest demand?

Well, yes, the work business in Europe is really totally different from the United States. In the United States, workers generally pay for their own boots. They view them as a tool, a tremendous amount of brand loyalty. A little bit different business model in Europe. But some of the same boot silhouettes that we consider work and utility here are, frankly, fashion silhouettes in Europe. And I think -- I don't think it's -- then it's more difficult for CAT Footwear or Hush Puppies, for example. I think they've just been subject to the same macroeconomic conditions that's affecting all brands in Europe.

Was Caterpillar down the most for the region?

Probably in dollar amounts, since it had one of the largest businesses in Europe, Caterpillar would be down -- I don't have the numbers right in front of me, but Caterpillar would have been down the most.

Yes. In terms of dollar impact, yes.

Certainly in terms of dollar impact.

Okay. And then in the U.K., they've had some rather unseasonal weather this year. How do you think that's affected your business in the second quarter?

Well, it certainly had. We don't like to talk about weather too much, although Don and I do. We're just trying to -- not to let the other people in the business talk about weather. But they not only had a warm fall and winter in Europe, but especially the U.K. had a very cold and rainy spring. And so they were hit not only with the macroeconomic conditions over there. They had a kind of a double whammy on the weather, 2 seasons in a row. So it certainly had an impact in Europe.

The next question we have comes from Reed Anderson of Northland Securities.

Just one quick follow-up on the gross margin comments. Don, to the extent you contemplate gross margins getting better year-over-year in the second half, would that be fairly balanced improvement in both the third and fourth quarter? Or just given the comparisons, do you think the fourth quarter would be a little bit more pronounced improvement?

Yes. That was the same question I -- posed earlier, but I forgot who it was. We're just going to stick to the full year gross margin comment, and the guidance of that suggests for a Q3 and Q4 combined. But we do expect, just to be repetitive, I guess, modest full year gross margin decline but improvement in Q3 and Q4.

At this time, it appears there are no further questions. I would now like to turn the conference call back over to Ms. Christi Cowdin. Ms. Cowdin, you may proceed, ma'am.

Thank you. On behalf of Wolverine Worldwide, 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, and that replay will be available through September 18, 2012. Thank you and good day.

And we thank you, ma'am, and to the rest of management for your time. You also have a good day. We thank you all for attending today's presentation. At this time, you may disconnect your lines. Thank you, and take care.