Foot Locker 2008 Annual Report Download

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2008 ANNUAL REPORT2008 ANNUAL REPORT STRENGTHENING OUR COMPETITIVE POSITION

Table of contents

  • Page 1
    2008 ANNUAL REPORT STRENGTHENING OUR COMPETITIVE POSITION

  • Page 2
    ... brand names Foot Locker, Footaction, Lady Foot Locker, Kids Foot Locker and Champs Sports. Additionally, the Company's Footlocker.com/Eastbay/ CCS business operates a direct-to-customers business offering athletic footwear, apparel and equipment through its Internet and catalog channels. FINANCIAL...

  • Page 3
    We remain committed to increasing value for our shareholders by: • ENHANCING OUR BASE BUSINESS • EXPANDING IN THE GLOBAL MARKETPLACE • PURSUING NEW BUSINESS OPPORTUNITIES • GENERATING POSITIVE CASH FLOW • REDEPLOYING EXCESS CASH

  • Page 4
    ... challenging, new business opportunities allowing us to expand our market share or product offerings may become available. For instance, our acquisition this past year of CCS, the leading direct-to-customers retailer in the United States that sells skateboard footwear, apparel and accessories, was...

  • Page 5
    Store Summary February 2, 2008 January 31, Closed 2009 Remodeled/ Relocated Gross Square Footage Average Size 2008 Total (thousands) 2009 Targeted Openings Opened Foot Locker Footaction Lady Foot Locker Kids Foot Locker Champs Sports Total 1,275 356 526 321 576 3,785 10 1 5 12 19 17 64 67 22 ...

  • Page 6
    ... same time we exercise a cautious business approach, we will continue to consider opportunities that offer long-term benefits to our Company and solid returns to our shareholders - and take advantage of opportunities such as the CCS purchase we made in 2008. While we are likely to face new hurdles...

  • Page 7
    ... supplies to impoverished children in Los Angeles. Since first partnering with the Mission, Foot Locker, Inc. has donated nearly 100,000 pairs of shoes to children in need. Foot Locker, Inc. also supports the communities where it does business by contributing to various organizations such as Save...

  • Page 8
    ... apparel. Today, Foot Locker's primary customer, a 12-to-24 year old male, can find the latest styles and technologies in the basketball, running, cross-training and various athletically-inspired fashion categories at Foot Locker stores throughout the United States, Europe, Canada, Australia, New...

  • Page 9
    ... 130 Foot Locker stores in Canada, located primarily in major shopping malls. In the Asia/Pacific region, Foot Locker has a market leadership position, particularly in the premium marquee sector of the industry. Foot Locker's business in this region is driven by offering for sale exclusive products...

  • Page 10
    ... U.S. specialty store chain selling athletic footwear, apparel and accessories to youthful and active women. Lady Foot Locker's primary target customer is a 13-to34 year old woman who is active, fashionsavvy and brand-conscious. Lady Foot Locker's 486 stores, which average 2,200 gross square feet...

  • Page 11
    ... above the shoe wall in the stores to provide a shopping environment more relevant to its core customer base. Today, there are 335 Footaction stores, averaging 4,700 gross square feet each. Footaction will continue to strive to gain market share by identifying emerging brands and working with its...

  • Page 12
    ... margin rate, while also pursuing the development of new growth initiatives. Identifying new initiatives for growth through enhancements to its existing internal channels of distribution and expansion of its partnerships with well-known third parties is a key strategic objective for this business...

  • Page 13
    ... and extreme sports categories. The operations that supported the CCS business prior to being acquired by Foot Locker, Inc., including its websites, distribution, call centers and information technology, were integrated into the Company's existing direct-to-customers infrastructure before year end...

  • Page 14
    ... of products, one-on-one customer service and a sales environment that reï¬,ects the lifestyle of its target market - 12-to-25 year old consumers who reside in suburban communities. The typical Champs Sports store is approximately 5,400 gross square feet. Champs Sports differentiates its stores from...

  • Page 15
    ...is a shell company (as defined in Rule 12b-2 of the Act). Yes Number of shares of Common Stock outstanding at March 24, 2009: 154,947,095 The aggregate market value of voting stock held by non-affiliates of the Registrant computed by reference to the closing price as of the last business day of the...

  • Page 16
    ...70 Directors, Executive Officers and Corporate Governance ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...Certain Relationships and Related Transactions, and Director Independence ...Principal Accountant Fees and Services...

  • Page 17
    ... primarily mall-based stores in the United States, Canada, Europe, Australia, and New Zealand as of January 31, 2009. Foot Locker, Inc. and its subsidiaries hereafter are referred to as the "Registrant," "Company" or "we." Information regarding the business is contained under the "Business Overview...

  • Page 18
    ... the Internet, a significant shift in customer buying patterns to purchasing athletic footwear, athletic apparel, and sporting goods via the Internet could have a material adverse effect on our business results. In addition, some of our vendors distribute products directly through the Internet and...

  • Page 19
    ... habits could have a material adverse effect on customer purchases of our products. A change in the relationship with any of our key vendors or the unavailability of our key products at competitive prices could affect our financial health. Our business is dependent to a significant degree upon our...

  • Page 20
    ..., apparel, and related products, tend to decline during recessionary periods when disposable income is low and customers are hesitant to use available credit. The effect of deteriorating global economic conditions and financial markets may adversely affect our business. The Company's performance...

  • Page 21
    ... costs and thereby increase our cost of sales. A major failure of our information systems could harm our business. We depend on information systems to process transactions, manage inventory, operate our websites, purchase, sell and ship goods on a timely basis, and maintain cost-efficient operations...

  • Page 22
    ... the end of 2008 were approximately 13.50 and 8.09 million square feet, respectively. These properties, which are primarily leased, are located in the United States, Canada, various European countries, Australia, and New Zealand. The Company currently operates four distribution centers, of which two...

  • Page 23
    ... Officer - Foot Locker, Inc. - International Senior Vice President, General Counsel and Secretary Senior Vice President - Real Estate Senior Vice President, Chief Information Officer and Investor Relations Senior Vice President and Chief Financial Officer Senior Vice President - Strategic Planning...

  • Page 24
    ... include Foot Locker, Lady Foot Locker, Kids Foot Locker, Champs Sports, and Footaction. The Direct-toCustomers segment reflects CCS and Footlocker.com, Inc., which sells, through its affiliates, including Eastbay, Inc., to customers through catalogs and Internet websites. The Foot Locker brand...

  • Page 25
    ..., Puerto Rico and the U.S. Virgin Islands and have an average of 1,400 selling square feet. Store Profile At February 2, 2008 Opened Closed At January 31, 2009 Foot Locker ...Champs Sports ...Footaction ...Lady Foot Locker ...Kids Foot Locker ...Total Athletic Stores ...Direct-to-Customers 2,006...

  • Page 26
    ...merchandise. On November 5, 2008, the Company purchased CCS from dELiA*s, Inc. CCS is a direct marketer of skateboard and snowboard equipment, apparel, footwear, and accessories primarily targeting teenage boys. CCS operates through catalogs and its Internet website. Franchise Operations In March of...

  • Page 27
    ...in gross margin as the Company was significantly less promotional during 2008. The following table provides a reconciliation of reported GAAP results to income from continuing operations excluding impairment charges, store closing program costs, and the income tax valuation adjustment in 2007, which...

  • Page 28
    ...; and positioning our Company for long-term success. The following table represents a summary of sales and operating results, reconciled to (loss) income from continuing operations before income taxes. 2008 2007 (in millions) 2006 Sales Athletic Stores ...Direct-to-Customers ...Family Footwear...

  • Page 29
    ...and amortization related to the Company's corporate headquarters, centrally managed departments, unallocated insurance and benefit programs, certain foreign exchange transaction gains and losses, and other items. Corporate expense increased by $28 million to $87 million in 2008 as compared with 2007...

  • Page 30
    ... contracts. The Company uses these derivatives to mitigate the effect of fluctuating foreign exchange rates on the reporting of foreign currency denominated earnings. Additionally, 2008 includes a $3 million gain on lease terminations related to two lease interests in Europe. In 2007, other income...

  • Page 31
    ... before income taxes, corporate expense, non-operating income, and net interest expense. Athletic Stores 2008 2007 (in millions) 2006 Sales...Division (loss) profit ...Division (loss) profit margin ...Number of stores at year end ...Selling square footage (in millions) ...Gross square footage (in...

  • Page 32
    ...the increase in Internet sales, is a result of customers browsing and selecting products through its catalogs and then making their purchases via the Internet. The Direct-to-Customers business generated division profit of $43 million in 2008, as compared with $40 million in 2007. Division profit, as...

  • Page 33
    ... Company generally finances real estate with operating leases. The principal uses of cash have been to finance inventory requirements, capital expenditures related to store openings, store remodelings, management information systems and other support facilities, and to fund general working capital...

  • Page 34
    ... pricing, the Company's reliance on a few key vendors for a significant portion of its merchandise purchases, and risks associated with foreign global sourcing or economic conditions worldwide could affect the ability of the Company to continue to fund its needs from business operations. Cash Flow...

  • Page 35
    ... the Company's incremental borrowing rate at inception of the lease. Operating leases are the primary financing vehicle used to fund store expansion and, therefore, we believe that the inclusion of the present value of operating leases in total debt is useful to our investors, credit constituencies...

  • Page 36
    ... a $15 million increase in the fair value of the interest rate swaps), and decreased cash, cash equivalents, and short-term investments by $85 million during 2008. Additionally, the present value of the operating leases decreased by $174 million representing store closures and the effect of foreign...

  • Page 37
    ... net assets of acquired businesses at fair value, and make estimates and assumptions to determine the fair value of these acquired assets and liabilities. The Company allocates the purchase price of acquired businesses based, in part, upon internal estimates of cash flows and considering the report...

  • Page 38
    ...-related agreements with certain vendors, under which it receives rebates based on fixed percentages of cost purchases. These volume-related rebates are recorded in cost of sales when the product is sold and they contributed 10 basis points to the 2008 gross margin rate. The Company receives support...

  • Page 39
    ... valuations. However, the fair values of the Foot Locker, Kids Foot Locker and Footaction reporting unit and the Champs Sports reporting unit indicated a potential impairment. The decline in the fair values of these reporting units reflected lower expected sales and cash flows as a result of the...

  • Page 40
    ... The Company determines its obligations for pension and postretirement liabilities based upon assumptions related to discount rates, expected long-term rates of return on invested plan assets, salary increases, age, and mortality among others. Management reviews all assumptions annually with...

  • Page 41
    ... for part or all of a deferred tax asset. A one percent change in the Company's overall statutory tax rate for 2008 would have resulted in a $10 million change in the carrying value of the net deferred tax asset and a corresponding charge or credit to income tax expense depending on whether such...

  • Page 42
    ... statements are based on many assumptions and factors detailed in the Company's filings with the Securities and Exchange Commission, including the effects of currency fluctuations, customer demand, fashion trends, competitive market forces, uncertainties related to the effect of competitive products...

  • Page 43
    ... February 2, 2008, and the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended January 31, 2009. These consolidated financial statements are the responsibility of the Company's management. Our...

  • Page 44
    CONSOLIDATED STATEMENTS OF OPERATIONS 2008 2007 2006 (in millions, except per share amounts) Sales ...Costs and expenses Cost of sales ...Selling, general and administrative expenses...Depreciation and amortization ...Impairment charges and store closing program costs ...Interest expense, net......

  • Page 45
    ... ...Cash flow hedges: Change in fair value of derivatives, net of income tax ...Minimum pension liability adjustment: Minimum pension liability adjustment, net of deferred tax expense of $-, $- and $120 million, respectively ...Pension and postretirement plan adjustments, net of income tax benefit...

  • Page 46
    ... BALANCE SHEETS 2008 2007 (in millions) ASSETS Current assets Cash and cash equivalents ...Short-term investments ...Merchandise inventories...Other current assets ...Property and equipment, net ...Deferred taxes ...Goodwill ...Other intangible assets, net ...Other assets ...LIABILITIES AND...

  • Page 47
    ...In Capital Par value $0.01 per share, 500 million shares authorized Issued at beginning of year ...Restricted stock issued under stock option and award plans ...Forfeitures of restricted stock ...Share-based compensation expense ...Issued under director and employee stock plans, net of tax ...Issued...

  • Page 48
    ... stock reissued under employee stock plans ...Purchase of treasury shares...Tax benefit on stock compensation ...Net cash used in financing activities of continuing operations ...Net Cash Used In operating activities of Discontinued Operations ...Effect of Exchange Rate Fluctuations on Cash and Cash...

  • Page 49
    ... ended February 3, 2007. References to years in this annual report relate to fiscal years rather than calendar years. Revenue Recognition Revenue from retail stores is recognized at the point of sale when the product is delivered to customers. Internet and catalog sales revenue is recognized upon...

  • Page 50
    ... the period. Diluted earnings per share uses the weighted-average number of common shares outstanding during the period plus dilutive common stock equivalents, such as stock options and awards. The computation of earnings per share is as follows: 2008 2007 (in millions) 2006 Net income (loss) from...

  • Page 51
    ... vesting term, net of estimated forfeitures. See note 25 for information on the assumptions the Company used to calculate the fair value of stock-based compensation. Upon exercise of stock options, issuance of restricted stock or issuance of shares under the employee stock purchase plan, the Company...

  • Page 52
    ... indicators arise and, at a minimum, annually. The Company performs its annual impairment review as of the beginning of each fiscal year. The fair value of each reporting unit is determined using a combination of market and discounted cash flow approaches. Derivative Financial Instruments All...

  • Page 53
    ...reinvested. Pension and Postretirement Obligations The discount rate selected to measure the present value of the Company's U.S. benefit obligations as of January 31, 2009 was derived using a cash flow matching method whereby the Company compares the plans' projected payment obligations by year with...

  • Page 54
    ... currency of the Company's international operations is the applicable local currency. The translation of the applicable foreign currency into U.S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenue and expense accounts...

  • Page 55
    ...Misstatements in Current Year Financial Statements." The income tax benefit of $99 million related to continuing operations, as reported for the full year of 2007 within the Form 10-K, was overstated by $6 million. This overstatement comprises primarily five items. First, the Company understated its...

  • Page 56
    ... the purchase price based, in part, upon internal estimates of cash flows and considering the report of a third-party valuation expert retained to assist the Company, with the remainder allocated to tax deductible goodwill. The purchase price allocation may be revised as more definitive facts and...

  • Page 57
    ... market fund (the "Fund"), totaling $75 million. At the time the redemption request was made, the Company was informed by the Reserve Management Company, the Fund's investment advisor, that the Company's redemption trades would be honored at a $1.00 per share net asset value. Although the Company...

  • Page 58
    ... its Foot Locker, Kids Foot Locker, and Footaction divisions. Additionally, in accordance with the Company's store long-lived assets policy, the Company determined that triggering events had occurred during the fourth quarter of 2008 at its Lady Foot Locker and Champs Sports divisions. Accordingly...

  • Page 59
    ... proceeds related to the 2005 hurricane, and a $2 million gain on debt repurchases. Depreciation and Amortization 2008 2007 2006 (2) (3) (4) (5) Capital Expenditures 2008 2007 2006 (in millions) 2008 Total Assets 2007 2006 Athletic Stores ...Direct-to-Customers ...Corporate ...Total Company...

  • Page 60
    ... classify the investment as short-term was based upon a review of the underlying assets and maturities of the Fund. With the liquidity issues experienced in the global credit and capital markets, the Company's preferred stock auction rate security, having a face value of $7 million, has experienced...

  • Page 61
    ...Goodwill 2008 2007 (in millions) Athletic Stores ...Direct-to-Customers ... $ 17 127 $ 144 $ 186 80 $ 266 Goodwill for the Direct-to-Customers segment increased by $47 million due to the Company's purchase of CCS from dELiA*s, Inc. during the fourth quarter of 2008. The effect of foreign exchange...

  • Page 62
    ... Net Value (1) Wtd. Avg. Useful Life in Years (2) February 2, 2008 Net Value (1) (in millions) Gross value Accum. amort. Gross value Accum. amort. Finite life intangible assets: Lease acquisition costs...Trademark ...Loyalty program ...Favorable leases ...CCS customer relationships ...Total...

  • Page 63
    ... 68 $278 (1) Customer deposits include unredeemed gift cards and certificates, merchandise credits and, deferred revenue related to undelivered merchandise, including layaway sales. 15. Revolving Credit Facility On May 16, 2008, the Company entered into an amended credit agreement with its banks...

  • Page 64
    16. Long-Term Debt During 2008, simultaneously with entering the Credit Agreement, the Company repaid the $88 million balance that was outstanding on its term loan, which was scheduled to mature in May 2009. During 2007, the Company purchased and retired $5 million of its 8.50 percent debentures ...

  • Page 65
    ... terminations. The Company recorded restructuring charges in 1999 for programs to sell or liquidate eight non-core businesses. The restructuring plan also included an accelerated store-closing program in North America and Asia, corporate headcount reduction, and a distribution center shutdown. For...

  • Page 66
    ...) income from continuing operations is as follows: 2008 2007 2006 Federal statutory income tax rate ...State and local income taxes, net of federal tax benefit ...International income taxed at varying rates ...Foreign tax credit utilization ...(Decrease) increase in valuation allowance ...Federal...

  • Page 67
    ... tax positions for such transactions and records reserves for those differences. The Company's U.S. Federal income tax filings have been examined by the Internal Revenue Service (the "IRS") through 2007. The Company is participating in the IRS's Compliance Assurance Process ("CAP") for 2008, which...

  • Page 68
    ... an adjustment to opening retained earnings. The Company had $71 million of gross unrecognized tax benefits, $68 million of net unrecognized tax benefits, as of February 3, 2008. The Company has classified certain income tax liabilities as current or noncurrent based on management's estimate of when...

  • Page 69
    ... exchange-rate volatility. In 2005, the Company hedged a portion of its net investment in its European subsidiaries. The Company entered into a 10-year cross currency swap, effectively creating a â,¬100 million long-term liability and a $122 million long-term asset. During the third quarter of 2008...

  • Page 70
    ... term of the debt using the effective-yield method. The following table presents the Company's interest rate derivatives outstanding as of each of the respective years: 2008 2007 (in millions) 2006 Interest Rate Swaps: Fixed to Variable ($US) - notional amount ...Average pay rate ...Average...

  • Page 71
    .... Price, quality, selection of merchandise, reputation, store location, advertising and customer service are important competitive factors in the Company's business. The Company operates in 21 countries and purchased approximately 80 percent of its merchandise in 2008 from its top 5 vendors. In 2008...

  • Page 72
    ... to Level 3 of the fair value hierarchy due to the inherent subjectivity and significant judgment related to the fair value of the shares of the Fund and their underlying securities. Changes in market conditions and the method and timing of the liquidation process of the Fund could result in further...

  • Page 73
    ...and plan assets, funded status and amounts recognized in the Consolidated Balance Sheets, measured at January 31, 2009 and February 2, 2008: Postretirement Pension Benefits Benefits 2008 2007 2008 2007 (in millions) Change in benefit obligation Benefit obligation at beginning of year...Service cost...

  • Page 74
    ... (1) (10) $(10) The following weighted-average assumptions were used to determine net benefit cost: 2008 Pension Benefits 2007 2006 Postretirement Benefits 2008 2007 2006 Discount rate ...Rate of compensation increase ...Expected long-term rate of return on assets ... 5.88% 3.72% 8.17% 5.66% 3.75...

  • Page 75
    ...000 shares of Foot Locker, Inc. common stock as of January 31, 2009 and February 2, 2008. Currently, the target composition of the U.S. plan assets is 65 percent equity and 35 percent fixed income securities, although the Company may alter the targets from time to time depending on market conditions...

  • Page 76
    ...10 percent of their annual compensation through payroll deductions to acquire shares of the Company's common stock at 85 percent of the lower market price on one of two specified dates in each plan year. Under the 2003 Employee Stock Purchase Plan, 3,000,000 shares of common stock are authorized for...

  • Page 77
    ... the stock-based compensation expense: Stock Option Plans 2008 2007 2006 2008 Stock Purchase Plan 2007 2006 Weighted-average risk free rate of interest ...Expected volatility ...Weighted-average expected award life ...Dividend yield ...Weighted-average fair value ... 2.43% 37% 4.6 years 5.1% $2.49...

  • Page 78
    ... compensation cost related to nonvested stock options, which is expected to be recognized over a weighted-average period of approximately 1 year. Restricted Shares and Units Restricted shares of the Company's common stock may be awarded to officers and key employees of the Company. For executives...

  • Page 79
    ... relationships with unconsolidated entities or financial partnerships, including variable interest entities. 28. Shareholder Information and Market Prices (Unaudited) Foot Locker, Inc. common stock is listed on The New York Stock Exchange as well as on the böerse-stuttgart stock exchange in Germany...

  • Page 80
    ... in Current Year Financial Statements." See note 2. Gross margin represents sales less cost of sales. Operating profit (loss) represents income (loss) from continuing operations before income taxes, interest expense, net and non-operating income. During the fourth quarter of 2008, the Company...

  • Page 81
    ... thereto and other information contained elsewhere in this report. 2008 ($ in millions, except per share amounts) Summary of Continuing Operations 2007(1) 2006(2) 2005 2004 Sales...Gross margin(3) ...Selling, general and administrative expenses ...Impairment charges and store closing program costs...

  • Page 82
    ... that information relating to the Company that is required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC rules and form, and is accumulated and communicated to management...

  • Page 83
    The Company's processes, procedures and controls related to financial reporting were not effective to ensure that amounts related to current taxes payable, certain deferred tax assets and liabilities, the current and deferred income tax expense were recorded in accordance with generally accepted ...

  • Page 84
    ... reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. A material weakness related to income taxes has been identified and included in management's assessment...

  • Page 85
    ... "Equity Compensation Plan Information" and "Beneficial Ownership of the Company's Stock" is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence Information set forth in the Proxy Statement under the section captioned "Related Person...

  • Page 86
    ...Consolidated Financial Statements and Supplementary Data." (a)(3) and (c) Exhibits An index of the exhibits which are required by this item and which are included or incorporated herein by reference in this report appears on pages 72 through 74. The exhibits filed with this report immediately follow...

  • Page 87
    .... FOOT LOCKER, INC. By: Matthew D. Serra Chairman of the Board, President and Chief Executive Officer Date: March 30, 2009 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 30, 2009, by the following persons on behalf of the Company and...

  • Page 88
    ... Foot Locker 1998 Stock Option and Award Plan (incorporated herein by reference to Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the year ended January 31, 1998, filed by the Registrant with the SEC on April 21, 1998). Amendment to the Foot Locker 1998 Stock Option and Award Plan...

  • Page 89
    ...'s December 12, 2008 Form 8-K). Form of Executive Employment Agreement.* Foot Locker, Inc. Excess Cash Balance Plan.* Form of Restricted Stock Agreement (incorporated herein by reference to Exhibit 10.30 to the Registrant's Annual Report on Form 10-K for the year ended January 30, 1999 filed by the...

  • Page 90
    ....* Financial Planning Allowance Program for Senior Executives.* Form of Nonstatutory Stock Option Award Agreement for Executive Officers (incorporated herein by reference to Exhibit 10.40 to the Annual Report on Form 10-K for the year ended January 28, 2006 filed by the Registrant with the SEC on...

  • Page 91
    Exhibit 12 FOOT LOCKER, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Unaudited) ($ in millions) Fiscal Ended Jan. 31, 2009 Feb. 2, 2008(1) Feb. 3, 2007 Jan. 28, 2006 Jan. 29, 2005 NET EARNINGS (Loss) income from continuing operations ...Income tax (benefit) expense ...Interest expense, ...

  • Page 92
    ... Locker Europe B.V. Foot Locker France S.A.S. Foot Locker Italy S.r.l. Foot Locker Netherlands B.V. Foot Locker Holdings GmbH Foot Locker Germany GmbH & Co. KG Foot Locker Spain S.L. Foot Locker Australia, Inc. Foot Locker New Zealand, Inc. Freedom Sportsline Limited Team Edition Apparel, Inc. Foot...

  • Page 93
    ...LLC FL Specialty Operations LLC FL Finance Europe (US) Limited Foot Locker Asia, Inc. Foot Locker Canada Co. Foot Locker Canada Holdings LP FL Canada Holdings ULC CCS Direct LLC FLE Management B.V. Foot Locker Istanbul Sport Giyim Sanayi ve Ticaret LS (1) Delaware Delaware Delaware Florida New York...

  • Page 94
    ...' equity, and cash flows for each of the years in the three-year period ended January 31, 2009, and the effectiveness of internal control over financial reporting as of January 31, 2009, which reports appears in the January 31, 2009 Annual Report on Form 10-K of Foot Locker, Inc. and subsidiaries...

  • Page 95
    ... and cash flows of the Registrant as of, and for, the periods presented in this report; 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...

  • Page 96
    ... and cash flows of the Registrant as of, and for, the periods presented in this report; 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...

  • Page 97
    ... of 2002 In connection with the Annual Report on Form 10-K of Foot Locker, Inc. (the "Registrant") for the period ended January 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Matthew D. Serra as Chief Executive Officer of the Registrant and Robert...

  • Page 98
    ..., Footaction, Lady Foot Locker, Kids Foot Locker, Champs Sports, footlocker.com, Eastbay, Colorado, Team Edition and CCS service marks and trademarks are owned by Foot Locker, Inc. or its affiliates. Design: RWI (rwidesign.com) Worldwide Website Our website at https://www.footlockerinc.com offers...

  • Page 99
    112 West 34th Street New York, NY 10120