Foot Locker 2010 Annual Report Download

Download and view the complete annual report

Please find the complete 2010 Foot Locker annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 104

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104

A STRONG START
2010 ANNUAL REPORT

Table of contents

  • Page 1
    A ST RO NG STA RT 2010 ANNUAL REPORT

  • Page 2
    ... 2010 Foot Locker U.S. Foot Locker International Lady Foot Locker Kids Foot Locker Footaction Champs Sports CCS Total 1,171 740 415 301 319 552 2 3,500 January 29, 2011 1,144 751 378 294 307 540 12 3,426 Remodeled/ Relocated 54 50 15 16 15 21 171 Gross Square Footage 2010 2011 Average Total Targeted...

  • Page 3
    ... in North America, Europe and Australia under the brand names Foot Locker, Lady Foot Locker, Kids Foot Locker, Footaction, Champs Sports and CCS. Additionally, the Company's Footlocker.com/Eastbay/CCS business operates a direct-to-customers business offering athletic footwear, apparel and equipment...

  • Page 4
    ... CEO of Foot Locker, Inc., I can reï¬,ect on our accomplishments in 2010 with a great deal of pride and appreciation. It was a year of significant progress as we began to execute the initiatives of our new strategic plan. This plan, which was developed by our senior management team and supported by...

  • Page 5
    ... American pension plans. We also announced a 10 percent increase in our common stock dividend, beginning with the first quarter payment of 2011. Core Values While we have been hard at work developing and executing our new strategic priorities, managing our business on a day-to-day basis and making...

  • Page 6
    ...the best in everything we do SERV ICE satisfy our customers every time TE AM WORK collaborate, trust, support, commit INNOVATION be a student of the business to initiate and foster new ideas COMMUNIT Y embrace diversity; act responsibly for our customers, associates, investors and communities 5

  • Page 7
    ...ned Brand Banners • Develop a compelling Apparel Assortment • Make our stores and Internet sites Exciting Places to shop and buy • Aggressively pursue Growth Opportunities • Increase the Productivity of all of our assets • Build on our Industry Leading Retail Team LONG -TERM FINANCIAL...

  • Page 8
    ... pillars of support for our business. We also developed new marketing programs with the goal of better reaching and communicating to the consumer the strengths of each of our brand banners -- Foot Locker, Lady Foot Locker, Kids Foot Locker, Footaction, Champs Sports, Eastbay and CCS. The combination...

  • Page 9
    ... of apparel Improving our apparel business provides us with a very meaningful opportunity to bring customers into our stores more frequently and expand our customer base to provide incremental sales as we go forward, thereby enhancing our profitability in both the near and long term. As last year...

  • Page 10
    ... existing websites, and developing new websites for the significantly increasing number of consumers who prefer to shop with a mobile device. Increasing the excitement of all of our channels will make our customers think of our businesses first for all of their athletic footwear and apparel needs...

  • Page 11
    ... Foot Locker to additional locations, expand our CCS format and test Run by Foot Locker. INNOVATION "I try to introduce different merchandising techniques in my store to help drive business with one-stop shopping. The new wall set-up, highlighting complete apparel hook-ups in the middle of the shoe...

  • Page 12
    ... our customer service capabilities. Several key technological initiatives, which we have begun to implement, will allow us to drive productivity improvements across our operations. These initiatives include new point-of-sale solutions, labor management applications, and merchandise planning and...

  • Page 13
    ..., and retain the best talent. During 2010, we introduced our new annual talent management, executive development and succession planning processes to build the talent pipeline for the next generation of leaders, while also expanding development and career opportunities for all associates. Through an...

  • Page 14
    ... goals and financial objectives set in place last year, we remain committed to serving the community. We demonstrate our core values by supporting young people in the community in a variety of ways, such as sponsoring youth-oriented sporting events and competitions. In 2010, the Foot Locker...

  • Page 15
    ... website at http://www.footlocker-inc.com offers information about our Company, as well as online versions of our Form 10-K, SEC reports, quarterly results, press releases and corporate governance documents. Locker, Kids Foot Locker, Champs Sports, Eastbay, Team Edition, CCS and Run by Foot Locker...

  • Page 16
    ... company (as defined in Rule 12b-2 of the Act). Yes â...ª No à š Number of shares of Common Stock outstanding at March 21, 2011: 154,717,295 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...

  • Page 17

  • Page 18
    ...68 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 Accounting Fees and Services...

  • Page 19
    [This page intentionally left blank.]

  • Page 20
    ... I Item 1. General Foot Locker, Inc., incorporated under the laws of the State of New York in 1989, is a leading global retailer of athletic footwear and apparel, operating 3,426 primarily mall-based stores in the United States, Canada, Europe, Australia, and New Zealand as of January 29, 2011. Foot...

  • Page 21
    ...to purchasing athletic footwear, athletic apparel, and sporting goods via the Internet could have a material adverse effect on our business results. In addition, all of our significant vendors distribute products directly through the Internet and others may follow. Some vendors operate retail stores...

  • Page 22
    ..., the closing of anchor department stores, and a decline in the popularity of mall shopping among our target customers. Further, any terrorist act, natural disaster, or public health concern that decreases the level of mall traffic, which affects our ability to open and operate stores in affected...

  • Page 23
    ... retail store sales environment, economic conditions, timing of promotional events, changes in our merchandise mix, calendar shifts of holiday periods, and weather conditions. Many of our products, particularly high-end athletic footwear and licensed apparel, represent discretionary purchases...

  • Page 24
    ...reductions in net worth as a result of market declines, residential real estate and mortgage markets, taxation, fuel and energy prices, interest rates, and consumer confidence, as well as other macroeconomic factors. Consumer purchases of discretionary items, including merchandise we sell, generally...

  • Page 25
    ...basis. Our effective tax rate could be adversely affected by a number of factors, including shifts in the mix of pretax profits and losses by tax jurisdiction, our ability to use tax credits, changes in tax laws or related interpretations in the jurisdictions in which we operate, and tax assessments...

  • Page 26
    ..., manage inventory, operate our websites, purchase, sell and ship goods on a timely basis, and maintain cost-efficient operations. Any material disruption or slowdown of our systems could cause information to be lost or delayed, which could have a negative effect on our business. We may experience...

  • Page 27
    ... as store personnel and field management. Our success depends to a significant extent both upon the continued services of our current executive and senior management team, as well as our ability to attract, hire, motivate, and retain additional qualified management in the future. Competition for key...

  • Page 28
    ... Stores segment at the end of 2010 were approximately 12.64 and 7.54 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...

  • Page 29
    ... is also a director of Avery Dennison Corporation. Ronald J. Halls, age 57, has served as President and Chief Executive Officer of Foot Locker, Inc. - International since October 2006. He served as President and Chief Executive Officer of Champs Sports, an operating division of the Company, from...

  • Page 30
    PART II Item 5. Market for the Company's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Foot Locker, Inc. common stock is listed on The New York Stock Exchange as well as on the Börse Stuttgart stock exchange in Germany. In addition, the stock is traded on the...

  • Page 31
    ... operations as a % of sales . . Return on assets (ROA) ...Net debt capitalization percent(3) ...Current ratio ...Sales per average gross square foot(4) ...Other Data Capital expenditures ...Number of stores at year end ...Total selling square footage at year end (in millions) ...Total gross square...

  • Page 32
    ... Locker, Lady Foot Locker, Kids Foot Locker, Champs Sports, Footaction, and CCS. The Direct-to-Customers segment reflects CCS and Footlocker.com, Inc., which sells, through its affiliates, including Eastbay, Inc., to customers through catalogs, mobile devices, and Internet websites. The Foot Locker...

  • Page 33
    ... retailer. The primary customers are young males that seek street-inspired athletic styles. Its 307 stores are located throughout the United States and Puerto Rico and focus on marquee footwear and branded apparel. The Footaction stores have an average of 2,900 selling square feet. CCS - ''Largest...

  • Page 34
    ... per gross square foot of $400 EBIT margin of 8 percent Net income margin of 5 percent Return on Invested Capital of 10 percent In the following tables, the Company has presented certain financial measures and ratios identified as non-GAAP. The Company believes this non-GAAP information is a useful...

  • Page 35
    ...: 2010 2009 2008 (in millions, except per share amounts) After-tax income: Income (loss) from continuing operations âˆ' Reported ...After-tax amounts excluded ...Canadian tax rate changes excluded ...Income (loss) from continuing operations after-tax âˆ' Adjusted Net income margin % ...Adjusted Net...

  • Page 36
    ...'s Lady Foot Locker, Kids Foot Locker, Footaction, and Champs Sports divisions. The year ended January 31, 2009 includes a $241 million charge representing long-lived store asset impairment, goodwill and other intangibles impairment, and store closing costs related to the Company's U.S. operations...

  • Page 37
    ... of its new apparel strategy. Excluding this charge, gross margin would have increased by 230 basis points as compared with 2009. This increase reflected an increase of 150 basis points in the merchandise margin rate reflecting lower markdowns as the Company was less promotional during the year as...

  • Page 38
    ..., by increased depreciation and amortization related to the Company's capital spending, as well as the amortization expense associated with the CCS customer list intangible. The effect of foreign currency fluctuations was not significant. Interest Expense, Net 2010 2009 (in millions) 2008 Interest...

  • Page 39
    ...the Company's reportable segments for the years ended January 29, 2011, January 30, 2010, and January 31, 2009 are presented below. Athletic Stores 2010 2009 (in millions) 2008 Sales ...Division profit (loss) ...Division profit (loss) margin ...Number of stores at year end ...Selling square footage...

  • Page 40
    ... businesses. Excluding the effect of foreign currency fluctuations, division profit of international operations was essentially flat as compared with the corresponding prior-year period. Direct-to-Customers 2010 2009 (in millions) 2008 Sales ...Division profit ...Division profit margin ...2010...

  • Page 41
    ... has been cash flow from operations, while the principal uses of cash have been to: fund inventory and other working capital requirements; finance capital expenditures related to store openings, store remodelings, information systems, and other support facilities; make retirement plan contributions...

  • Page 42
    ... the prior year. The Company made a strategic decision to conserve cash in 2009 and, therefore, reduced capital spending, focusing on projects that improved the customer experience. The net cash used in investing activities in 2008 reflected the acquisition of CCS for $106 million. Net cash used in...

  • Page 43
    ...'s management does not currently expect to borrow under the facility in 2011. Credit Rating As of March 28, 2011, the Company's corporate credit ratings from Standard & Poor's and Moody's Investors Service are BB- and Ba3, respectively. Additionally, Moody's Investors Service has rated the Company...

  • Page 44
    ... commitments as the timing and/or amounts of such payments are unknown. The Company's other liabilities in the Consolidated Balance Sheet at January 29, 2011 primarily comprise pension and postretirement benefits, deferred rent liability, income taxes, workers' compensation and general liability...

  • Page 45
    ... contributed 20 basis points to the 2010 gross margin rate. The Company also has volume-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...

  • Page 46
    ... value. The Company used a combination of a discounted cash flow approach and market-based approach to determine the fair value of a reporting unit. The determination of discounted cash flows of the reporting units and assets and liabilities within the reporting units requires us to make significant...

  • Page 47
    ... the Citibank Pension Discount Curve. The cash flows are then discounted to their present value and an overall discount rate is determined. The discount rate selected to measure the present value of the Company's Canadian benefit obligations at January 29, 2011 was developed by using the plan's bond...

  • Page 48
    ..., but not limited to, such things as future capital expenditures, expansion, strategic plans, financial objectives, dividend payments, stock repurchases, growth of the Company's business and operations, including future cash flows, revenues and earnings, and other such matters are forward-looking...

  • Page 49
    ... About Market Risk Information regarding interest rate risk management and foreign exchange risk management is included in the Financial Instruments and Risk Management note under ''Item 8. Consolidated Financial Statements and Supplementary Data.'' Item 8. Consolidated Financial Statements and...

  • Page 50
    ... 30, 2010, and the related consolidated statements of operations, comprehensive income (loss), shareholders' equity, and cash flows for each of the years in the three-year period ended January 29, 2011. These consolidated financial statements are the responsibility of the Company's management. Our...

  • Page 51
    CONSOLIDATED STATEMENTS OF OPERATIONS 2010 2009 2008 (in millions, except per share amounts) Sales ...Cost of sales ...Selling, general and administrative expenses . Depreciation and amortization ...Impairment and other charges ...Interest expense, net ...Other income... ... ... ... ... ... ... ......

  • Page 52
    ... adjustment arising during the period, net of tax ...Cash flow hedges: Change in fair value of derivatives, net of income tax ...Pension and postretirement adjustments: Net actuarial gain (loss) and prior service cost arising during the year, net of income tax benefit of $1, $4, and $62 million...

  • Page 53
    CONSOLIDATED BALANCE SHEETS 2010 2009 (in millions) ASSETS Current assets Cash and cash equivalents Short-term investments . . Merchandise inventories. . Other current assets ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...

  • Page 54
    ... under employee stock purchase plan ...Forfeitures/cancellations of restricted stock. Shares of common stock used to satisfy tax withholding obligations ...Stock repurchases ...Exchange of options ...Common stock in treasury at end of year ...Retained Earnings Balance at beginning of year ...Net...

  • Page 55
    ...-term debt ...Dividends paid on common stock ...Issuance of common stock ...Purchase of treasury shares ...Treasury stock reissued under employee stock plan ...Excess tax benefits on share-based compensation ...Net cash used in financing activities of continuing operations...Effect of Exchange Rate...

  • Page 56
    ..., 2010, and January 31, 2009, respectively. 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...

  • Page 57
    ...$48 (4) $44 The Company accounts for and discloses net earnings (loss) per share using the treasury stock method. The Company's basic earnings per share is computed by dividing the Company's reported net income (loss) for the period by the weighted-average number of common shares outstanding at the...

  • Page 58
    ... issuance of shares under the employees stock purchase plan, the Company will issue authorized but unissued common stock or use common stock held in treasury. The Company may make repurchases of its common stock from time to time, subject to legal and contractual restrictions, market conditions, and...

  • Page 59
    ... The Company reviews goodwill and intangible assets with indefinite lives for impairment annually during the first quarter of its fiscal year or more frequently if impairment indicators arise. The fair value of each reporting unit is determined using a combination of market and discounted cash flow...

  • Page 60
    ...on the Citibank Pension Discount Curve. The cash flows are then discounted to their present value and an overall discount rate is determined. The discount rate selected to measure the present value of the Company's Canadian benefit obligations was developed by using the plan's bond portfolio indices...

  • Page 61
    ...'s Lady Foot Locker, Kids Foot Locker, Footaction, and Champs Sports divisions. The year ended January 31, 2009 includes a $241 million charge representing long-lived store asset impairment, goodwill and other intangibles impairment, and store closing costs related to the Company's U.S. operations...

  • Page 62
    Depreciation and Amortization 2010 2009 2008 Capital Expenditures 2010 2009 2008 (in millions) 2010 Total Assets 2009 2008 Athletic Stores...Direct-to-Customers . Corporate ...Total Company ... $ 85 9 94 12 $106 $ 90 9 99 13 $112 $111 6 117 13 $130 $72 4 76 21 $97 $70 5 75 14 $89 $122 6 ...

  • Page 63
    ... software development costs for the Direct-to-Customers segment as a result of management's decision to terminate this project. During 2008, the Company recorded non-cash impairment charges of $67 million related to Foot Locker U.S., Kids Foot Locker, Footaction, and Champs Sports. Reorganization...

  • Page 64
    ... The value of the Company's LIFO inventories, as calculated on a LIFO basis, approximates their value as calculated on a FIFO basis. 6. Other Current Assets 2010 2009 (in millions) Income tax receivable...Net receivables ...Prepaid expenses and other current assets Prepaid rent ...Prepaid income...

  • Page 65
    ... Assets, net January 29, 2011 Gross value Accum. amort. Net Value (1) Wtd. Avg. Useful Life in Years(2) Gross value January 30, 2010 Accum. amort. Net Value ($ in millions) Finite life intangible assets: Lease acquisition costs ...Trademark ...Loyalty program...Favorable leases...CCS customer...

  • Page 66
    ... than income taxes ...Customer deposits(1) ...Current deferred tax liabilities ...Property and equipment ...Income taxes payable ...Pension and postretirement benefits ...Sales return reserve ...Income taxes ...Reserve for discontinued operations ...Other operating costs ... 2010 2009 (in millions...

  • Page 67
    ... business, expiring leases will generally be renewed or, upon making a decision to relocate, replaced by leases on other premises. Operating lease periods generally range from 5 to 10 years. Certain leases provide for additional rent payments based on a percentage of store sales. Most of the Company...

  • Page 68
    ... effective income tax rate on pre-tax income (loss) from continuing operations is as follows: 2010 2009 2008 Federal statutory income tax rate ...State and local income taxes, net of federal tax benefit ...International income taxed at varying rates ...Foreign tax credits ...Increase (decrease) in...

  • Page 69
    ... the Internal Revenue Service (the ''IRS'') through 2009. The Company is participating in the IRS's Compliance Assurance Process (''CAP'') for 2010, which is expected to conclude during 2011. The Company has started the CAP for 2011. Due to the recent utilization of net operating loss carryforwards...

  • Page 70
    .... The Company has international operating loss carryforwards with a potential tax benefit of $1 million, expiring between 2011 and 2030. The Company had $70 million of gross unrecognized tax benefits and $68 million of net unrecognized tax benefits, as of the beginning of the year. The Company has...

  • Page 71
    ... when the related inventory is sold. The net changes in the fair value of foreign exchange derivative financial instruments designated as cash flow hedges of the purchase of inventory was a reduction to accumulated other comprehensive loss of $1 million for the year ended January 29, 2011 and an...

  • Page 72
    ..., 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 82 percent of its merchandise in 2010 from its top 5 vendors. In 2010, the Company purchased approximately 63...

  • Page 73
    ... in the global credit and capital markets. The security continues to earn and pay interest based on the stated terms. The Company classifies the security as long-term available-for-sale and reports the security at fair value as a component of other assets on the Company's Consolidated Balance Sheets...

  • Page 74
    ... Balance Sheets, measured at January 29, 2011 and January 30, 2010: Pension Benefits 2010 Postretirement Benefits 2009 2010 2009 (in millions) Change in benefit obligation Benefit obligation at beginning of year...Service cost ...Interest cost ...Plan participants' contributions ...Actuarial loss...

  • Page 75
    ...plans: Pension Benefits 2010 2009 Postretirement Benefits 2010 2009 Discount rate ...Rate of compensation increase ... 4.98% 3.68% 5.25% 3.67% 4.60% 4.90% Pension expense is actuarially calculated annually based on data available at the beginning of each year. The expected return on plan assets...

  • Page 76
    ... Company. The components of net benefit expense (income) are: 2010 Pension Benefits 2009 2008 2010 (in millions) Postretirement Benefits 2009 2008 Service cost ...Interest cost ...Expected return on plan assets...Amortization of prior service cost . Amortization of net loss (gain) . . Net benefit...

  • Page 77
    ... are valued at the net asset value of units held by the plan at year end. Stocks traded on U.S. security exchanges are valued at closing market prices on the measurement date. Investments in real estate are carried at their estimated fair value based on information supplied by independent appraisers...

  • Page 78
    ... 56 257 $1 1 1 1 1 5 In February 2007, the Company and its U.S. pension plan, the Foot Locker Retirement Plan, were named as defendants in a class action in federal court in New York. The Complaint alleged that the Company's pension plan violated the Employee Retirement Income Security Act of 1974...

  • Page 79
    ... 2003 Employees Stock Purchase Plan (''the Plan''), participating employees are able to contribute up to 10 percent of their annual compensation, not to exceed $25,000 in any plan year, through payroll deductions to acquire shares of the Company's common stock at 85 percent of the lower market price...

  • Page 80
    ... table shows the Company's assumptions used to compute the share-based compensation expense: 2010 Stock Option Plans 2009 2008 2010 Stock Purchase Plan 2009 2008 Weighted-average risk free rate of interest...Expected volatility ...Weighted-average expected award life ...Dividend yield ...Weighted...

  • Page 81
    ... closing stock price on the last trading day of the period and the exercise price of the options, multiplied by the number of in-the-money stock options) as of January 29, 2011 was $23 million and $13 million, respectively. The Company received $10 million in cash from option exercises for the year...

  • Page 82
    ... 29, 2011, there was $9 million of total unrecognized compensation cost net of estimated forfeitures, related to nonvested restricted stock awards. Restricted share and unit activity is summarized as follows: 2010 Number of Shares and Units 2009 (in thousands) 2008 Outstanding at beginning of year...

  • Page 83
    ... per share amounts) Year Sales 2010 ...2009 ...Gross margin(a) 2010 ...2009 ...Operating profit (loss)(c) 2010 ...2009 ...Income (loss) from continuing operations 2010 ...2009 ...Net income (loss) 2010 ...2009 ...Basic earnings (loss) per share: 2010 Income from continuing operations ...Income...

  • Page 84
    ... 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 forms, and is accumulated and communicated to management...

  • Page 85
    ... the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Foot Locker, Inc. and subsidiaries as of January 29, 2011 and January 30, 2010, and the related consolidated statements of operations, comprehensive income (loss), shareholders' equity, and cash flows...

  • Page 86
    ...Chief Financial Officer, Chief Accounting Officer, and the Board of Directors, is set forth under the heading ''Code of Business Conduct'' under the Corporate Governance Information section of the Proxy Statement and is incorporated herein by reference. Item 11. Executive Compensation (a) Directors...

  • Page 87
    ... The list of financial statements required by this item is set forth in Item 8. ''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...

  • Page 88
    ... duly authorized. FOOT LOCKER, INC. By: Ken C. Hicks Chairman of the Board, President and Chief Executive Officer Date: March 28, 2011 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 28, 2011, by the following persons on behalf of...

  • Page 89
    ... 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 (incorporated herein by reference to Exhibit 10.2 to the...

  • Page 90
    ...the Current Report on Form 8-K dated August 13, 2007 filed by the Registrant with the SEC on August 17, 2007). Long-Term Incentive Compensation Plan, as amended and restated (incorporated herein by reference to Exhibit 10.8 to the Annual Report on Form 10-K for the year ended January 31, 2009, filed...

  • Page 91
    ... 10-K). Foot Locker 2007 Stock Incentive Plan amended and restated as of May 19, 2010 (incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated May 19, 2010 filed by the Registrant with the SEC on May 25, 2010). Credit Agreement dated as of March 20, 2009...

  • Page 92
    ...'s Current Report on Form 8-K dated March 23, 2010 filed by the Registrant with the SEC on March 29, 2010). Computation of Ratio of Earnings to Fixed Charges.* Subsidiaries of the Registrant.* Consent of Independent Registered Public Accounting Firm.* Certification of Chief Executive Officer...

  • Page 93
    Exhibit 12 FOOT LOCKER, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Unaudited) ($ in millions) Jan. 29, 2011 Jan. 30, 2010 Fiscal Year Ended Jan. 31, Feb. 2, 2009 2008 Feb. 3, 2007 NET EARNINGS Income (loss) from continuing operations ...Income tax expense (benefit) ...Interest expense,...

  • Page 94
    ... Germany Holdings GmbH Foot Locker Germany GmbH & Co. KG Foot Locker ETVE, Inc. Foot Locker Europe Holdings, S.L. Foot Locker Spain S.L. Foot Locker Australia, Inc. Foot Locker New Zealand, Inc. Freedom Sportsline Limited Team Edition Apparel, Inc. Foot Locker Specialty, Inc. Foot Locker Retail...

  • Page 95
    ... Locker Operations LLC Foot Locker Stores, Inc. Foot Locker Corporate Services, Inc. Robby's Sporting Goods, Inc. Foot Locker Holdings, Inc. FL Canada Holdings, Inc. Foot Locker Sourcing, Inc. Foot Locker Artigos desportivos e de tempos livres, Lda. Foot Locker Greece Athletic Goods Ltd. Foot Locker...

  • Page 96
    ...subsidiaries of our reports dated March 28, 2011, with respect to the consolidated balance sheets of Foot Locker, Inc. as of January 29, 2011 and January 30, 2010, and the related statements of operations, comprehensive income (loss), shareholders' equity, and cash flows for each of the years in the...

  • Page 97
    ... ability to record, process, summarize and report financial information; and 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. b) March 28, 2011 Principal Executive Officer 78

  • Page 98
    ... ability to record, process, summarize and report financial information; and 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. b) March 28, 2011 Principal Financial Officer 79

  • Page 99
    ... of 2002 In connection with the Annual Report on Form 10-K of Foot Locker, Inc. (the ''Registrant'') for the period ended January 29, 2011, as filed with the Securities and Exchange Commission on the date hereof (the ''Report''), Ken C. Hicks as Chief Executive Officer of the Registrant and Robert...

  • Page 100
    [This page intentionally left blank.]

  • Page 101
    [This page intentionally left blank.]

  • Page 102

  • Page 103

  • Page 104
    Foot Locker, Inc. 2010 ANNUAL REPORT A ST RO NG STA RT 112 WEST 34TH STREET NEW YORK, NY 10120