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

FORM 10-Q
  
 
(Mark One)
  

þ
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended:  October 30, 2010
 
o
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________ to __________
 
Commission File Number: 1-10299
 
 
FOOT LOCKER, INC.
(Exact Name of Registrant as Specified in its Charter)
 
 
New York
13-3513936
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
 
112 West 34th Street, New York, New York, 10120
(Address of Principal Executive Offices, Zip Code)
 
(212-720-3700)
(Registrant’s Telephone Number, Including Area Code) 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  þ   No  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  þ   No  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer þ
Accelerated filer o
Non-accelerated filer  o
Smaller reporting company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  o   No  þ
 
Number of shares of Common Stock outstanding at November 27, 2010: 155,037,483

 
 
 

FOOT LOCKER, INC.
 
TABLE OF CONTENTS
 
   
    
Page
Part I.  
Financial Information 
  
      
Item 1.     
Financial Statements
  
   
   
Condensed Consolidated Balance Sheets 
3
   
   
Condensed Consolidated Statements of Operations 
4
   
   
Condensed Consolidated Statements of Comprehensive Income
5
   
   
Condensed Consolidated Statements of Cash Flows 
6
   
   
Notes to Condensed Consolidated Financial Statements 
7
   
Item 2.  
Management’s Discussion and Analysis of Financial Condition and Results of Operations 
14
   
Item 4.  
Controls and Procedures 
19
Part II.
Other Information 
  
   
Item 1.   
Legal Proceedings 
20
   
Item 1A.  
Risk Factors 
20
   
Item 2.   
Unregistered Sales of Equity Securities and Use of Proceeds 
20
   
Item 6.   
Exhibits 
20
   
   
Signature 
21
   
   
Index to Exhibits 
22
 
 
2
 

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

FOOT LOCKER, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
 (in millions, except shares)

   
October 30,
    
October 31,
    
January 30,
  
   
2010
    
2009
    
2010
  
 
    
(Unaudited)
    
(Unaudited)
    
*
  
ASSETS
                        
Current assets
                        
Cash and cash equivalents
  
$
534
    
$
425
    
$
582
  
Short-term investments
    
7
      
13
      
7
  
Merchandise inventories
    
1,202
      
1,228
      
1,037
  
Other current assets
    
162
      
216
      
146
  
     
1,905
      
1,882
      
1,772
  
Property and equipment, net
    
387
      
400
      
387
  
Deferred taxes
    
324
      
376
      
362
  
Goodwill
    
145
      
146
      
145
  
Other intangibles and other assets
    
151
      
159
      
150
  
   
$
2,912
    
$
2,963
    
$
2,816
  
LIABILITIES AND SHAREHOLDERS’ EQUITY
                        
Current liabilities
                        
Accounts payable
  
$
286
    
$
276
    
$
215
  
Accrued expenses and other current liabilities
    
263
      
202
      
218
  
     
549
      
478
      
433
  
Long-term debt
    
137
      
138
      
138
  
Other liabilities
    
248
      
365
      
297
  
     
934
      
981
      
868
  
Shareholders’ equity
                        
Common stock and paid-in capital: 162,202,536, 161,224,691 and 161,267,025 shares, respectively
    
726
      
706
      
709
  
Retained earnings
    
1,577
      
1,536
      
1,535
  
Accumulated other comprehensive loss
    
(187
)
    
(157
)
    
(193
)
Less: Treasury stock at cost: 7,334,074, 4,723,330, and 4,726,237 shares, respectively
    
(138
)
    
(103
)
    
(103
)
Total shareholders’ equity
    
1,978
      
1,982
      
1,948
  
   
$
2,912
    
$
2,963
    
$
2,816
  

See Accompanying Notes to Condensed Consolidated Financial Statements.
 
* The balance sheet at January 30, 2010 has been derived from the previously reported audited financial statements at that date, but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 30, 2010.

 
3
 

FOOT LOCKER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 (in millions, except per share amounts)
 
   
Thirteen weeks ended
    
Thirty-nine weeks ended
  
   
October 30,
    
October 31,
    
October 30,
    
October 31,
  
   
2010
    
2009
    
2010
    
2009
  
Sales
   $ 1,280     $ 1,214     $ 3,657     $ 3,529  
Costs and expenses
                                
     Cost of sales
     892       885       2,571       2,564  
     Selling, general and administrative expenses
     287       274       835       804  
     Depreciation and amortization
     27       29       79       85  
     Impairment charges
     —       36       —       36  
     Interest expense, net
     2       3       7       8  
     Other income
     (1 )     —       (2 )     (2 )
      1,207       1,227       3,490       3,495  
                                 
Income (loss) from continuing operations before income taxes
     73       (13 )     167       34  
Income tax expense (benefit)
     21       (7 )     55       10  
Income (loss) from continuing operations
     52       (6 )     112       24  
                                 
Income from disposal of discontinued operations, net of tax
     —       —       —       1  
                                 
Net income (loss)
   $ 52     $ (6 )   $ 112     $ 25  
                                 
Basic earnings per share:
                                
     Net income (loss)
   $ 0.33     $ (0.04 )   $ 0.72     $ 0.16  
     Weighted-average common shares outstanding
     155.4       156.4       156.0       155.9  
                                 
Diluted earnings per share:
                                
     Net income (loss)
   $ 0.33     $ (0.04 )   $ 0.71     $ 0.16  
     Weighted-average common shares assuming dilution
     156.2       156.4       156.8       156.1  
 
See Accompanying Notes to Condensed Consolidated Financial Statements.

 
4
 
 
FOOT LOCKER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 (Unaudited)
 (in millions)

   
Thirteen weeks ended
    
Thirty-nine weeks ended
  
   
October 30,
    
October 31,
    
October 30,
    
October 31,
  
   
2010
    
2009
    
2010
    
2009
  
Net income (loss)
   $ 52     $ (6 )   $ 112     $ 25  
Other comprehensive income (loss), net of tax
                                
Foreign currency translation adjustments arising during the period 
     38       28       1       90  
Pension and postretirement plan adjustments
     1       1       5       3  
Change in fair value of derivatives
     2       1       1       (1 )
Unrealized gain on available-for-sale security
     —       —       —       2  
Comprehensive income
   $ 93     $ 24     $ 119     $ 119  

See Accompanying Notes to Condensed Consolidated Financial Statements.

 
5
 

FOOT LOCKER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 (in millions)

   
Thirty-nine weeks ended
  
   
October 30,
    
October 31,
  
   
2010
    
2009
  
From Operating Activities:
  
 
       
     Net income
   $ 112     $ 25  
     Adjustments to reconcile net income to net cash provided by operating activities:
                
               Income from disposal of discontinued operations, net
     —       (1 )
               Non-cash impairment charges
     —       36  
               Depreciation and amortization 
     79       85  
               Share-based compensation expense
     10       9  
               Qualified pension plan contributions
     (32 )     (40 )
               Change in assets and liabilities:
                
                    Merchandise inventories
     (163 )     (69 )
                    Accounts payable
     70       82  
                    Other accruals
     27       (41 )
                    Payment on the settlement of the net investment hedge
     (24 )     —  
                    Proceeds from the termination of interest rate swaps
     —       19  
                    Other, net
     42       35  
     Net cash provided by operating activities from continuing operations
     121       140  
   
From Investing Activities:
                
     Gains from lease terminations
     1       —  
     Gain from insurance recoveries
     —       1  
     Short-term investment redemptions
     —       10  
     Capital expenditures
     (73 )     (70 )
     Net cash used in investing activities from continuing operations
     (72 )     (59 )
   
From Financing Activities:
                
     Reduction in long-term debt
     —       (3 )
     Issuance of common stock
     5       2  
     Dividends paid
     (70 )     (70 )
     Treasury stock issued under employee stock plan
     3       —  
     Purchase of treasury shares
     (36 )     —  
     Excess tax benefits on share-based compensation
     1       —  
     Net cash used in financing activities from continuing operations
     (97 )     (71 )
                 
Net cash used in operating activities of Discontinued Operations
     —       (1 )
Effect of exchange rate fluctuations on Cash and Cash Equivalents 
     —       31  
Net change in Cash and Cash Equivalents
     (48 )     40  
Cash and Cash Equivalents at beginning of year
     582       385  
Cash and Cash Equivalents at end of interim period
   $ 534     $ 425  
                 
Cash paid during the period:
                
     Interest
   $ 6     $ 6  
     Income taxes
   $ 32     $ 13  

 
See Accompanying Notes to Condensed Consolidated Financial Statements.
 
 
6
 
 
FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements contained in this report are unaudited. In the opinion of management, the condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods of the fiscal year ending January 29, 2011 and of the fiscal year ended January 30, 2010. Certain items included in these statements are based on management’s estimates. Actual results may differ from those estimates. The results of operations for any interim period are not necessarily indicative of the results expected for the year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Notes to Consolidated Financial Statements contained in the Company’s Form 10-K for the year ended January 30, 2010, as filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2010.

Recent Accounting Pronouncements

Recently issued accounting pronouncements did not have, or are not believed by management to have, a material effect on the Company’s present or future consolidated financial statements.

2. Goodwill and Other Intangible Assets

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 annual review of goodwill and assets with indefinite lives during the first quarter of 2010 and 2009 did not result in any impairment charges. The following table provides a summary of goodwill by reportable segment.  The change represents foreign exchange fluctuations.

   
October 30,
  
October 31,
  
January 30,
  
Goodwill (in millions)
  
2010
  
2009
  
2010
  
Athletic Stores
     $ 18     $ 19     $ 18  
Direct-to-Customers
       127       127       127  
      $ 145     $ 146     $ 145  

The components of finite-lived intangible assets and intangible assets not subject to amortization are as follows:
   
October 30, 2010
    
October 31, 2009
    
January 30, 2010
  
   
Gross
    
Accum.
    
Net
    
Gross
    
Accum.
    
Net
    
Gross
    
Accum.
    
Net
  
(in millions) 
  
value
    
amort.
    
value
    
value
    
amort.
    
value
    
value
    
amort.
    
value
  
Finite life
intangible assets:
                                                      
Lease acquisition costs
  
$
179
    
$
(148
)
  
$
31
    
$
193
    
$
(147
)
  
$
46
    
$
184
    
$
(143
)
  
$
41
  
Trademarks
    
21
      
(7
)
    
14
      
20
      
(6
)
    
14
      
20
      
(6
)
    
14
  
Loyalty program
    
1
      
(1
)
    
—
      
1
      
(1
)
    
—
      
1
      
(1
)
    
—
  
Favorable leases
    
9
      
(8
)
    
1
      
10
      
(8
)
    
2
      
9
      
(8
)
    
1
  
CCS customer relationships
    
21
      
(8
)
    
13
      
21
      
(4
)
    
17
      
21
      
(5
)
    
16
  
                                                                         
Total finite life intangible assets
    
231
      
(172
)
    
59
      
245
      
(166
)
    
79
      
235
      
(163
)
    
72
  
Intangible assets not subject to amortization:
                                                                        
Republic of Ireland trademark
    
2
      
—
      
2
      
2
      
—
      
2
      
2
      
—
      
2
  
CCS trade-name
    
25
      
—
      
25
      
25
      
—
      
25
      
25
      
—
      
25
  
                                                                         
Total indefinite life intangible assets
    
27
      
—
      
27
      
27
      
—
      
27
      
27
      
—
      
27
  
                                                                         
Total other intangible assets
  
$
258
    
$
(172
)
  
$
86
    
$
272
    
$
(166
)
  
$
106
    
$
262
    
$
(163
)
  
$
99
  
 
 
7
 

The weighted-average amortization period as of October 30, 2010 was 11.8 years. Amortization expense was $4 million and $5 million for the thirteen-week periods ended October 30, 2010 and October 31, 2009, respectively.  Amortization expense was $13 million and $15 million for the thirty-nine week periods ended October 30, 2010 and October 31, 2009, respectively.  Estimated amortization expense for finite life intangible assets is expected to approximate $4 million for the remainder of 2010, $16 million for 2011, $14 million for 2012, $9 million for 2013, and $4 million for 2014. The change in the net value of the intangible assets for the thirty-nine week period ended October 30, 2010 reflects amortization of $13 million and the effect of the weakening euro as compared with the U.S. dollar of $2 million, partially offset by additions of $2 million.

3. Financial Instruments

The Company operates internationally and utilizes certain derivative financial instruments to mitigate its foreign currency exposures, primarily related to third party and intercompany forecasted transactions.  As a result of the use of derivative instruments, the Company is exposed to the risk that counterparties will fail to meet their contractual obligations. To mitigate this counterparty credit risk, the Company has a policy of entering into contracts only with major financial institutions selected based upon their credit ratings and other financial factors. The Company monitors the creditworthiness of counterparties throughout the duration of the derivative instrument.  Additional information is contained within Note 9, Fair Value Measurements.

Derivative Holdings Designated as Hedges

For derivatives to qualify as hedges at inception and throughout the hedged periods, the Company formally documents the nature of the hedged items and the relationships between the hedging instruments and the hedged items. The Company also documents its risk-management objectives, strategies for undertaking the various hedge transactions, and the methods of assessing hedge effectiveness and hedge ineffectiveness. In addition, for hedges of forecasted transactions, the significant characteristics and expected terms of the forecasted transactions must be specifically identified, and it must be probable that each forecasted transaction will occur. If it were deemed probable that a forecasted transaction would not occur, the hedge gain or loss would be recognized in earnings immediately. No such gains or losses were recognized in earnings for any of the periods presented. Derivative financial instruments qualifying for hedge accounting must maintain a specified level of effectiveness between the hedging instrument and the item being hedged, both at inception and throughout the hedged period, which management evaluates periodically.

Cash Flow Hedges
The primary currencies to which the Company is exposed are the euro, British pound, Canadian dollar, and Australian dollar. For option and forward foreign exchange contracts designated as cash flow hedges of the purchase of inventory, the effective portion of gains and losses is deferred as a component of accumulated other comprehensive loss and is recognized as a component of cost of sales when the related inventory is sold. The amount reclassified to cost of sales related to such contracts was not significant for any of the periods presented. The ineffective portion of gains and losses related to cash flow hedges recorded to earnings was also not significant for any of the periods presented. When using a forward contract as a hedging instrument, the Company excludes the time value from the assessment of effectiveness. At each quarter-end, the Company had not hedged forecasted transactions for more than the next twelve months, and the Company expects all derivative-related amounts reported in accumulated other comprehensive loss to be reclassified to earnings within twelve months. The notional value of the contracts outstanding at October 30, 2010 was $47 million and these contracts extend through July 2011. Net changes in the fair value of foreign exchange derivative financial instruments designated as cash flow hedges of the purchase of inventory were increases of $2 million and $1 million for the thirteen and thirty-nine weeks ended October 30, 2010, and were increases of $1 million and $2 million for the thirteen and thirty-nine weeks ended October 31, 2009, respectively.

Derivative Holdings Designated as Non-Hedges

The Company mitigates the effect of fluctuating foreign exchange rates on the reporting of foreign-currency denominated earnings by entering into currency option contracts. The notional value of the contracts outstanding at October 30, 2010 was $29 million and these contracts extend through January 2011. Changes in the fair value of these foreign currency option contracts, which are designated as non-hedges, are recorded in earnings immediately within other income. The realized gains, premiums paid, and changes in the fair market value recorded in the Consolidated Statements of Operations were not significant for the thirteen and thirty-nine weeks ended October 30, 2010 and October 31, 2009.

 
8
 
     
The Company also enters into forward foreign exchange contracts to hedge foreign-currency denominated merchandise purchases and intercompany transactions that are not designated as hedges. The notional value of the contracts outstanding at October 30, 2010 was $35 million and these contracts extend through April 2011. Net changes in the fair value of foreign exchange derivative financial instruments designated as non-hedges were substantially offset by the changes in value of the underlying transactions, which were recorded in selling, general and administrative expenses. The amount recorded for all of the periods presented was not significant.

The Company enters into diesel fuel forward and option contracts to mitigate a portion of the Company’s freight expense due to the variability caused by fuel surcharges imposed by our third-party freight carriers. The notional value of the contracts outstanding at October 30, 2010 was $2 million and these contracts extend through May 2011. Changes in the fair value of these contracts are recorded in earnings immediately. The effect was not significant for any of the periods presented.

In 2008, the Company terminated its European net investment hedge by amending its existing cross currency swap and entering simultaneously into a new cross currency swap, thereby fixing the amount owed to the counterparty at $24 million. The agreement included an option, which was exercised by the counterparty that required the Company to settle this transaction in August 2010.

Fair Value of Derivative Contracts

The following represents the fair value of the Company’s derivative contracts.  Many of the Company’s agreements allow for a netting arrangement. The following is presented on a gross basis, by type of contract:
 
   
Balance Sheet
  
October 30,
    
October 31,
    
January 30,
  
(in millions)
  
Caption
  
2010
    
2009
    
2010
  
Hedging Instruments:
  
   
                  
                             
Forward foreign exchange contracts
  
Current assets
   $ 1     $ 1     $ —  
Total
  
   
   $ 1     $ 1     $ —  
   
   
                        
Non-Hedging Instruments:
  
   
                        
                             
Forward foreign exchange contracts
  
Current assets
   $ 1     $ 1     $ 1  
European cross currency swap
  
Non current liability
     —       (24 )     (24 )
Total
  
   
   $ 1     $ (23 )   $ (23 )

Interest Rate Risk Management

The Company has from time to time employed various interest rate swaps to minimize its exposure to interest rate fluctuations. On March 20, 2009, the Company terminated its interest rate swaps for a gain of $19 million. This gain is amortized as part of interest expense over the remaining term of the debt using the effective-yield method. The amount amortized during the thirteen weeks ended October 30, 2010 and October 31, 2009 was not significant. The amount amortized during the thirty-nine weeks ended October 30, 2010 and October 31, 2009 was $1 million in each respective period.

Fair Value of Financial Instruments

The carrying value and estimated fair value of long-term debt was $137 million and $121 million, respectively, at October 30, 2010, $138 million and $128 million, respectively, at October 31, 2009 and $138 million and $127 million, respectively, at January 30, 2010. The carrying values of cash and cash equivalents, short-term investments and other current receivables and payables approximate their fair value.

4. Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss comprised the following:
   
October 30,
    
October 31,
    
January 30,
  
(in millions) 
  
2010
  
     
2009
  
 
2010
  
Foreign currency translation adjustments
  
$
76
    
$
100
    
$
75
  
Cash flow hedges
    
1
      
1
      
—
  
Unrecognized pension cost and postretirement benefit
    
(262
)
    
(255
)
    
     (266
)
Unrealized loss on available-for-sale security
    
(2
)
    
(3
)
    
(2
)
   
$
(187
)
  
$
(157
)
  
$
(193
)
 
 
9
 

5. Earnings Per Share
 
The Company accounts for and discloses net earnings per share using the treasury stock method. The Company’s basic earnings per share is computed by dividing the Company’s reported net income for the period by the weighted-average number of common shares outstanding for the period. The Company’s restricted stock awards, which contain non-forfeitable rights to dividends, are considered participating securities and are included in the calculation of basic earnings per share. Diluted earnings per share reflect the weighted-average number of common shares outstanding during the period used in the basic earnings per share computation plus dilutive common stock equivalents. The diluted earnings per share calculation includes the effect of contingently issuable share-based compensation awards with performance vesting conditions as being outstanding at the beginning of the period in which all vesting conditions are met.

The Company’s basic and diluted weighted-average number of common shares outstanding as of October 30, 2010 and October 31, 2009, were as follows:

   
Thirteen weeks ended
    
Thirty-nine weeks ended
  
   
October 30,
    
October 31,
    
October 30,
    
October 31,
  
(in millions) 
  
2010
    
2009
    
2010
    
2009
  
Weighted-average common shares outstanding
     155.4       156.4       156.0       155.9  
Effect of Dilution: 
                                
Stock options and awards
     0.8       —       0.8       0.2  
Weighted-average common shares assuming dilution
     156.2       156.4       156.8       156.1  
 
Options to purchase 4.8 million and 6.6 million shares of common stock were not included in the computation for the thirteen weeks ended October 30, 2010 and October 31, 2009, respectively. Options to purchase 4.5 million and 6.3 million shares of common stock were not included in the computation for the thirty-nine weeks ended October 30, 2010 and October 31, 2009, respectively. These options were not included primarily because the exercise prices of the options were greater than the average market price of the common shares and, therefore, the effect would be antidilutive. For the thirteen weeks and thirty-nine weeks ended October 30, 2010, contingently issuable shares of 0.5 million have not been included as the vesting conditions have not been satisfied. Stock options and awards totaling 0.3 million shares were not included in the computation of earnings per share for the thirteen weeks ended October 31, 2009 as the effect would have been antidilutive due to a loss from continuing operations being reported for the period.

6. Segment Information

The Company has determined that its reportable segments are those that are based on its method of internal reporting. As of October 30, 2010, the Company has two reportable segments, Athletic Stores and Direct-to-Customers. Sales and division results for the Company’s reportable segments for the thirteen weeks and thirty-nine weeks ended October 30, 2010 and October 31, 2009 are presented below. Division profit reflects income from continuing operations before income taxes, corporate expense, non-operating income and net interest expense.
 
Sales
   
Thirteen weeks ended
  
Thirty-nine weeks ended
  
   
October 30,
  
October 31,
  
October 30,
  
October 31,
  
(in millions) 
  
2010
  
2009
  
2010
  
2009
  
Athletic Stores
     $ 1,171     $ 1,111     $ 3,367     $ 3,247  
Direct-to-Customers
       109       103       290       282  
Total sales
     $ 1,280     $ 1,214     $ 3,657     $ 3,529  
 
 
10
 

Operating Results
   
Thirteen weeks ended
    
Thirty-nine weeks ended
  
   
October 30,
    
October 31,
    
October 30,
    
October 31,
  
(in millions) 
  
2010
    
2009
    
2010
    
2009
  
Athletic Stores (1)
   $ 91     $ 1     $ 225     $ 67  
Direct-to-Customers (2)
     9       4       22       17  
Restructuring reserve adjustment
     —       1       —       1  
Division profit
     100       6       247       85  
Less: Corporate expense, net
     26       16       75       45  
Operating profit
     74       (10 )     172       40  
Other income (3)
     1       —       2       2  
Interest expense, net
     2       3       7       8  
Income (loss) from continuing operations before income taxes
   $ 73     $ (13 )   $ 167     $ 34  

(1)
Included in the results for the thirteen and thirty-nine weeks ended October 31, 2009 are non-cash impairment charges totaling $32 million, which  were recorded to write-down long-lived assets such as store fixtures and leasehold improvements at the Company’s Lady Foot Locker, Kids Foot Locker, Footaction, and Champs Sports divisions.

 
(2)
Included in the results for the thirteen and thirty-nine weeks ended October 31, 2009 is a non-cash impairment charge of $4 million to write off software costs.

(3)
Other income for the thirteen weeks ended October 30, 2010 primarily represents lease termination gains related to the sales of leasehold interests in Europe and royalty income. For the thirty-nine weeks ended October 30, 2010 other income primarily represents royalty income, lease termination gains, and realized gains associated with foreign currency option contracts. Included in other income for the thirty-nine weeks ended October 31, 2009 are gains from insurance proceeds, gain on the purchase and retirement of bonds, and royalty income.

 7. Pension and Postretirement Plans

The Company has defined benefit pension plans covering most of its North American employees, which are funded in accordance with the provisions of the laws where the plans are in effect. In addition to providing pension benefits, the Company sponsors postretirement medical and life insurance plans, which are available to most of its retired U.S. employees. These medical and life insurance plans are contributory and are not funded.

The following are the components of net periodic pension benefit cost and net periodic postretirement benefit income:

   
Pension Benefits
    
Postretirement Benefits
  
   
Thirteen weeks
    
Thirty-nine weeks
    
Thirteen weeks
    
Thirty-nine weeks
  
   
ended
    
ended
    
ended
    
ended
  
   
October 30,
    
October 31,
    
October 30,
    
October 31,
    
October 30,
    
October 31,
    
October 30,
    
October 31,
  
   
2010
    
2009
    
2010
    
2009
    
2010
    
2009
    
2010
    
2009
  
Service cost
  
$
3
    
$
3
    
$
9
    
$
9
    
$
—
    
$
—
    
$
—
    
$
—
  
Interest cost
    
8
      
9
      
25
      
27
      
—
      
—
      
—
      
—
  
Expected return on plan assets
    
     (10
)
    
     (11
)
    
     (30
)
    
     (32
)
    
—
      
—
      
—
      
—
  
Amortization of unrecognized prior service cost
    
—
      
     1
      
—
      
     1
      
—
      
—
      
—
      
—
  
Amortization of net loss (gain)
    
4
      
3
      
13
      
9
      
(1
)
    
(2
)
    
(4
)
    
(5
)
Net benefit expense (income)
  
$
5
    
$
5
    
$
17
    
$
14
    
$
     (1
)
  
$
     (2
)
  
$
     (4
)
  
$
     (5
)

During the thirty-nine weeks ended October 30, 2010 the Company made a voluntary contribution of $30 million and a required contribution of $2 million to its U.S. and Canadian plans, respectively.  No further pension contributions are planned or required in 2010.

 
11
 

 
8. Share-Based Compensation

On May 19, 2010, the Foot Locker 2007 Stock Incentive Plan was amended to increase the number of shares of the Company’s common stock reserved for all awards to twelve million shares.

The Company uses a Black-Scholes option-pricing model to estimate the fair value of share-based awards. The Black-Scholes option-pricing model incorporates various and highly subjective assumptions, including expected term and expected volatility.  Total compensation expense related to the Company’s share-based plans was $3.2 million and $3.6 million and $10.1 million and $9.0 million for the thirteen and thirty-nine weeks ended October 30, 2010 and October 31, 2009, respectively.

Compensation expense related to the Company’s stock option and stock purchase plans was $1.2 million and $1.0 million for the thirteen weeks ended October 30, 2010 and October 31, 2009, respectively, and was $4.2 million and $2.7 million for the thirty-nine weeks ended October 30, 2010 and October 31, 2009, respectively. The following table shows the Company’s assumptions used to compute the share-based compensation expense:

   
Stock Option Plans
Thirty-nine weeks ended
    
Stock Purchase Plan
Thirty-nine weeks ended
  
   
October 30,
    
October 31,
    
October 30,
    
October 31,
  
   
2010
    
2009
    
2010
    
2009
  
Weighted-average risk free rate of interest
     2.34 %     1.93 %     0.92 %     1.81 %
Expected volatility
     45 %     53 %     39 %     39 %
Weighted-average expected award life
  
5.0 years
    
4.6 years
    
1.0 year
    
1.0 year
  
Dividend yield
     4.0 %     6.0 %     4.9 %     4.3 %
Weighted-average fair value
   $ 4.47     $ 2.89     $ 2.47     $ 4.42  
 
The information set forth in the following table covers options granted under the Company’s stock option plans for the thirty-nine weeks ended October 30, 2010:

(in thousands, except price per share)
  
Shares
    
Weighted-
Average
Term
    
Weighted-
Average
Exercise
Price
  
Options outstanding at the beginning of the year
     7,002           $ 16.88  
Granted
     1,309             15.10  
Exercised
     (485 )           11.52  
Expired or cancelled
     (118 )           19.95  
Options outstanding at October 30, 2010
     7,708       5.42     $ 16.87  
Options exercisable at October 30, 2010
     5,549       4.04     $ 18.28  
Options available for future grant at October 30, 2010
     10,340                  

The total intrinsic value of options exercised (the difference between the market price of the Company’s common stock on the exercise date and the price paid by the optionee to exercise the option) for the thirteen and thirty-nine weeks ended October 30, 2010 was $1.3 million and $1.9 million, respectively, and was $0.1 million and $0.2 million for the thirteen and thirty-nine weeks ended October 31, 2009, respectively. The aggregate intrinsic value for stock options outstanding and exercisable (the difference between the Company’s 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 October 30, 2010 was $16.4 million and $10.6 million, respectively. The aggregate intrinsic value for stock options outstanding and exercisable as of October 31, 2009 was $0.9 million and $0.2 million, respectively.

The cash received from option exercises for the thirteen and thirty-nine weeks ended October 30, 2010 was $3.9 million and $5.1 million, respectively. The cash received from options exercised for the thirteen and thirty-nine weeks ended October 31, 2009 was $1.1 million and $1.2 million, respectively. The tax benefit realized from option exercises was $1 million for both the thirteen and thirty-nine weeks ended October 30, 2010 and was not significant for the corresponding prior-year periods.

 
12
 

The following table summarizes information about stock options outstanding and exercisable at October 30, 2010:

             
Options Outstanding
          
Options Exercisable
  
 
Range of Exercise Prices
    
Number
Outstanding
    
Weighted-
Average
Remaining
Contractual
Life
    
Weighted-
Average
Exercise Price
    
Number
Exercisable
    
Weighted-
Average
Exercise Price
  
  (in thousands, except price per share)
  $ 9.51     $ 10.25       1,805       6.81     $ 10.05       1,140     $ 10.09  
  $ 10.31     $ 15.10       2,549       6.64     $ 13.64       1,059     $ 12.18  
  $ 15.85     $ 23.92       2,010       3.85     $ 20.67       2,006     $ 20.68  
  $ 24.04     $ 27.10       921       3.26     $ 25.70       921     $ 25.70  
  $ 28.16     $ 28.16       423       4.25     $ 28.16       423     $ 28.16  
  $ 9.51     $ 28.16       7,708       5.42     $ 16.87       5,549     $ 18.28  

Changes in the Company’s non-vested options for the thirty-nine weeks ended October 30, 2010 are summarized as follows:
(in thousands, except price per share)
  
Number of
Shares
  
Weighted-
Average Grant
Date Fair Value
per Share
  
Non-vested at January 30, 2010
    
1,918
    
$
11.67
  
Granted
    
1,309
      
15.10
  
Vested
    
(950
)
    
11.82
  
Expired or cancelled
    
(118
)
    
19.95
  
Non-vested at October 30, 2010
    
2,159
      
13.23
  

As of October 30, 2010, there was $4.0 million of total unrecognized compensation cost, related to non-vested stock options, which is expected to be recognized over a weighted-average period of 1.2 years.

Restricted Stock and Units

Restricted shares of the Company’s common stock and restricted stock units may be awarded to certain officers and key employees of the Company. The Company also issues restricted stock units to its non-employee directors. Each restricted stock unit represents the right to receive one share of the Company’s common stock provided that the vesting conditions are satisfied. As of October 30, 2010, 653,535 restricted stock units were outstanding. Compensation expense is recognized using the fair market value at the date of grant and is amortized over the vesting period, provided the recipient continues to be employed by the Company. Generally, awards fully vest after the passage of time, typically three years. However, restricted stock unit grants made after May 19, 2010 in connection with the Company’s long-term incentive program vest after the attainment of certain performance metrics and the passage of time. Restricted stock is considered outstanding at the time of grant and the holders have voting rights.  Dividends are paid to holders of restricted stock that vest with the passage of time; for performance-based restricted stock granted after May 19, 2010, dividends will be accumulated and paid after the performance criteria are met.

Restricted shares and units activity for the thirty-nine weeks ended October 30, 2010 and October 31, 2009 is summarized as follows:

   
Number of Shares and Units
  
(in thousands)
  
October 30, 2010
    
October 31, 2009
  
Outstanding at the beginning of the year
    
1,680
      
844
  
Granted
    
651
      
1,115
  
Vested
    
(492
)
    
(69
)
Cancelled or forfeited
    
(70
)
    
—
  
Outstanding at end of period
    
1,769
      
1,890
  
Aggregate value (in millions)
  
$
20.5
    
$
26.1
  
Weighted-average remaining contractual life
  
1.68 years
    
1.58 years
  
 
 
13
 

The weighted-average grant-date fair value per share was $13.75 and $9.90 for the thirty-nine weeks ended October 30, 2010 and October 31, 2009, respectively. The total value of awards for which restrictions lapsed during the thirty-nine weeks ended October 30, 2010 and October 31, 2009 was $10.1 million and $1.7 million, respectively. As of October 30, 2010, there was $11.1 million of total unrecognized compensation cost related to non-vested restricted awards. The Company recorded compensation expense related to restricted stock awards, net of forfeitures, of $2.0 million and $2.6 million and $5.9 million and $6.3 million for the thirteen and thirty-nine weeks ended October 30, 2010 and October 31, 2009, respectively.

9. Fair Value Measurements

The following tables provide a summary of the Company’s recognized assets and liabilities that are measured at fair value on a recurring basis:
 
   
At October 30, 2010
    
At October 31, 2009
    
At January 30, 2010
  
(in millions)
  
Level 1
    
Level 2
    
Level 3
    
Level 1
    
Level 2
    
Level 3
    
Level 1
    
Level 2
    
Level 3
  
Assets
                                                      
Short-term investment
   $ —     $ —     $ 7     $ —     $ —     $ 13     $ —     $ —     $ 7  
Auction rate security
     —       5       —       —       4       —       —       5       —  
Forward foreign exchange contracts
     —       2       —       —       2       —       —       1       —  
Total Assets
   $ —     $ 7     $ 7     $ —     $ 6     $ 13     $ —     $ 6     $ 7  
                                                                         
Liabilities
                                                                        
European net investment hedge
   $ —     $ —     $ —     $ —     $ 24     $ —     $ —     $ 24     $ —  
Total Liabilities
   $ —     $ —     $ —     $ —     $ 24     $ —     $ —     $ 24     $ —  
 
The Company’s auction rate security is classified as available-for-sale and, accordingly, is reported at fair value. The fair value of the security is determined by review of the underlying security at each reporting period. The Company’s derivative financial instruments are valued using market-based inputs to valuation models. These valuation models require a variety of inputs, including contractual terms, market prices, yield curves, and measures of volatility.

The Company’s Level 3 assets represent the Company’s investment in the Reserve International Liquidity Fund, Ltd. (the “Fund”), a money market fund classified in short-term investments. The Company assesses the fair value of its investment in the Fund, which includes a quarterly impairment evaluation. There were no further redemptions for this investment during the thirty-nine weeks ended October 30, 2010.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

BUSINESS OVERVIEW

Foot Locker, Inc., through its subsidiaries, operates in two reportable segments – Athletic Stores and Direct-to-Customers. The Athletic Stores segment is one of the largest athletic footwear and apparel retailers in the world, whose formats include Foot Locker, Lady Foot Locker, Kids Foot Locker, Champs Sports, Footaction, and CCS.

The Direct-to-Customers segment is multi-branded and multi-channeled. This segment sells, through its affiliates, directly to customers through its Internet websites and catalogs. Eastbay, one of the affiliates, is among the largest direct marketers of athletic footwear and apparel in the United States.  This segment also operates websites aligned with the brand names of the retail store banners (footlocker.com, ladyfootlocker.com, kidsfootlocker.com, footaction.com, champssports.com, and ccs.com).

STORE COUNT

At October 30, 2010, the Company operated 3,474 stores as compared with 3,500 and 3,601 stores at January 30, 2010 and October 31, 2009, respectively. During the thirty-nine weeks ended October 30, 2010, the Company opened 35 stores, remodeled or relocated 135 stores and closed 61 stores.

A total of 24 franchised stores were operating at October 30, 2010, as compared with 22 stores at January 30, 2010 and 21 stores at October 31, 2009. Royalty income from the franchised stores was not significant for the thirteen and thirty-nine weeks ended October 30, 2010 and October 31, 2009. These stores are not included in the Company’s operating store count above.

 
14
 

SALES AND OPERATING RESULTS

All references to comparable-store sales for a given period relate to sales of stores that are open at the period-end and that have been open for more than one year. Accordingly, stores opened and closed during the period are not included. Sales from the Direct-to-Customers segment are included in the total Company calculation of comparable-store sales for all periods presented. Sales from acquired businesses that include the purchase of inventory are included in the computation of comparable-store sales after 15 months of operations. Accordingly, effective with the first quarter of 2010, CCS internet and catalog sales have been included in the computation of comparable-store sales. Division profit reflects income from continuing operations before income taxes, corporate expense, non-operating income and net interest expense.

The following table summarizes results by segment:
 
Sales
 
   
Thirteen weeks ended
  
Thirty-nine weeks ended
  
   
October 30,
  
October 31,
  
October 30,
  
October 31,
  
(in millions) 
  
2010
  
2009
  
2010
  
2009
  
Athletic Stores
     $ 1,171     $ 1,111     $ 3,367     $ 3,247  
Direct-to-Customers
       109       103       290       282  
Total sales
     $ 1,280     $ 1,214     $ 3,657     $ 3,529  

Operating Results
 
   
Thirteen weeks ended
    
Thirty-nine weeks ended
  
   
October 30,
    
October 31,
    
October 30,
    
October 31,
  
(in millions) 
  
2010
    
2009
    
2010
    
2009
  
Athletic Stores (1)
   $ 91     $ 1     $ 225     $ 67  
Direct-to-Customers (2)
     9       4       22       17  
Restructuring reserve adjustment
     —       1       —       1  
Division profit
     100       6       247