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: May 2, 2015April 30, 2016



OR

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:File Number: 1-10299

Picture 1

(Exact name of registrant as specified in its charter)



 

(Exact Name of Registrant as Specified in Its Charter)

New York13-3513936

New York

13-3513936

(State or Other Jurisdictionother jurisdiction of Incorporationincorporation or Organization)organization)

(I.R.S. Employer Identification No.)



112330 West 34th Street, New York, New York 1012010001

(Address of Principal Executive Offices,principal executive offices, Zip Code)



(212-720-3700)

(Registrant’s Telephone Number, Including Area Code) telephone number, including area code)



112 West 34th Street, New York, New York 10120

(Former address, if changed since last report)

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 filerþ

Accelerated filero

Non-accelerated filer  o

Smaller reporting companyo



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 as  of May 29, 2015: 139,302,640

27, 2016: 135,309,044


 

FOOT LOCKER, INC.

TABLE OFOF CONTENTS




PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

FOOT LOCKER, INC.

CONDENSED CONSOLIDATEDCONSOLIDATED BALANCE SHEETS

($  in millions, except shares)



  May 2,  May 3,  January 31, 
  2015  2014  2015 
  (Unaudited)  (Unaudited)  * 
ASSETS            
             
Current assets            
Cash and cash equivalents $986  $1,005  $967 
Short-term investments     2    
Merchandise inventories  1,234   1,268   1,250 
Other current assets  259   243   239 
   2,479   2,518   2,456 
Property and equipment, net  639   598   620 
Deferred taxes  226   245   221 
Goodwill  156   163   157 
Other intangible assets, net  48   65   49 
Other assets  83   80   74 
  $3,631  $3,669  $3,577 
LIABILITIES AND SHAREHOLDERS’ EQUITY            
             
Current liabilities            
Accounts payable $303  $354  $301 
Accrued and other liabilities  387   355   393 
Current portion of capital lease obligations  2   3   2 
   692   712   696 
Long-term debt and obligations under capital leases  131   135   132 
Other liabilities  253   229   253 
Total liabilities  1,076   1,076   1,081 
Shareholders’ equity            
Common stock and paid-in capital: 171,833,686; 170,078,313 and 170,529,401 shares, respectively  1,025   947   979 
Retained earnings  2,929   2,517   2,780 
Accumulated other comprehensive loss  (318)  (164)  (319)
Less: Treasury stock at cost: 32,094,240; 25,381,244 and 29,665,213 shares, respectively  (1,081)  (707)  (944)
Total shareholders’ equity  2,555   2,593   2,496 
  $3,631  $3,669  $3,577 





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



April 30,

 

May 2,

 

January 30,



2016

 

2015

 

2016



(Unaudited)

 

(Unaudited)

 

*

ASSETS

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

1,062 

 

$

986 

 

$

1,021 

Merchandise inventories

 

1,260 

 

 

1,234 

 

 

1,285 

Other current assets

 

270 

 

 

259 

 

 

300 



 

2,592 

 

 

2,479 

 

 

2,606 

Property and equipment, net

 

706 

 

 

639 

 

 

661 

Deferred taxes

 

182 

 

 

226 

 

 

234 

Goodwill

 

157 

 

 

156 

 

 

156 

Other intangible assets, net

 

46 

 

 

48 

 

 

45 

Other assets

 

75 

 

 

83 

 

 

73 



$

3,758 

 

$

3,631 

 

$

3,775 



 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

$

230 

 

$

303 

 

$

279 

Accrued and other liabilities

 

347 

 

 

387 

 

 

420 

Current portion of capital lease obligations

 

 

 

 

 



 

578 

 

 

692 

 

 

700 

Long-term debt and obligations under capital leases

 

128 

 

 

131 

 

 

129 

Other liabilities

 

377 

 

 

253 

 

 

393 

Total liabilities

 

1,083 

 

 

1,076 

 

 

1,222 

Shareholders’ equity

 

 

 

 

 

 

 

 

Common stock and paid-in capital: 173,885,868;  171,833,686 and 173,397,913 shares, respectively

 

1,127 

 

 

1,025 

 

 

1,108 

Retained earnings

 

3,336 

 

 

2,929 

 

 

3,182 

Accumulated other comprehensive loss

 

(323)

 

 

(318)

 

 

(366)

Less: Treasury stock at cost: 37,896,771;  32,094,240 and 36,421,104 shares, respectively

 

(1,465)

 

 

(1,081)

 

 

(1,371)

Total shareholders' equity

 

2,675 

 

 

2,555 

 

 

2,553 



$

3,758 

 

$

3,631 

 

$

3,775 

See Accompanying Notes to Condensed Consolidated Financial Statements.

* The balance sheet at January 31, 201530, 2016 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 financialstatements statements and footnotes thereto included in Foot Locker, Inc.’s Annual Report on Form 10-K for the year ended January 31, 2015.30, 2016.

1


FOOT LOCKER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in millions, except per share amounts)

 

  Thirteen weeks ended 
  May 2,  May 3, 
  2015  2014 
Sales $1,916  $1,868 
         
Cost of sales  1,246   1,222 
Selling, general and administrative expenses  345   355 
Depreciation and amortization  35   36 
Impairment charge     1 
Interest expense, net  1   1 
Other income, net  (1)  (1)
   1,626   1,614 
         
Income before income taxes  290   254 
Income tax expense  106   92 
Net income $184  $162 
         
Basic earnings per share:        
Net income $1.31  $1.12 
Weighted-average common shares outstanding  140.1   145.4 
         
Diluted earnings per share:        
Net income $1.29  $1.10 
Weighted-average common shares assuming dilution  142.1   147.6 



 

 

 

 

 

 



 

 

 

 

 

 



 

Thirteen weeks ended



 

April 30,

 

May 2,



 

2016

 

2015



 

 

 

 

 

 

Sales 

 

$

1,987 

 

$

1,916 



 

 

 

 

 

 

Cost of sales

 

 

1,291 

 

 

1,246 

Selling, general and administrative expenses

 

 

361 

 

 

345 

Depreciation and amortization

 

 

39 

 

 

35 

Interest expense, net

 

 

 —

 

 

Other income

 

 

(2)

 

 

(1)



 

 

1,689 

 

 

1,626 



 

 

 

 

 

 

Income before income taxes

 

 

298 

 

 

290 

Income tax expense

 

 

107 

 

 

106 

Net income 

 

$

191 

 

$

184 



 

 

 

 

 

 



 

 

 

 

 

 

  Basic earnings per share

 

$

1.40 

 

$

1.31 

  Weighted-average shares outstanding

 

 

136.5 

 

 

140.1 



 

 

 

 

 

 



 

 

 

 

 

 

  Diluted earnings per share

 

$

1.39 

 

$

1.29 

  Weighted-average shares outstanding, assuming dilution  

 

 

137.8 

 

 

142.1 



See Accompanying Notes to Condensed Consolidated Financial Statements.

2


FOOT LOCKER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

($  in millions)

 

  Thirteen weeks ended 
  May 2,  May 3, 
  2015  2014 
Net income $184  $162 
         
Other comprehensive income (loss), net of income tax        
         
Foreign currency translation adjustment:        
Translation adjustment arising during the period, net of income tax  1   19 
         
Cash flow hedges:        
Change in fair value of derivatives, net of income tax  (1)  1 
         
Pension and postretirement adjustments:        
Amortization of net actuarial gain/loss included in net periodic benefit costs, net of income tax expense of $1 million and $1 million, respectively  1   2 
Comprehensive income $185  $184 



 

 

 

 

 

 



 

 

 

 

 

 



 

Thirteen weeks ended



 

April 30,

 

May 2,



 

2016

 

2015

Net income

 

$

191 

 

$

184 



 

 

 

 

 

 

Other comprehensive income, net of income tax 

 

 

 

 

 

 



 

 

 

 

 

 

Foreign currency translation adjustment: 

 

 

 

 

 

 

Translation adjustment arising during the period, net of income tax

 

 

44 

 

 



 

 

 

 

 

 

Cash flow hedges: 

 

 

 

 

 

 

Change in fair value of derivatives, net of income tax

 

 

 —

 

 

(1)



 

 

 

 

 

 

Pension and postretirement adjustments: 

 

 

 

 

 

 

Amortization of net actuarial gain/loss and prior service cost included in net periodic benefit costs, net of income tax expense of $1 million and $1 million, respectively, and foreign currency fluctuations

 

 

(1)

 

 

Comprehensive income

 

$

234 

 

$

185 



See Accompanying Notes to Condensed Consolidated Financial Statements.

3


FOOT LOCKER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

($  in millions)



  Thirteen weeks ended 
  May 2,  May 3, 
  2015  2014 
From Operating Activities:        
Net income $184  $162 
Adjustments to reconcile net income to net cash provided by operating activities:        
Non-cash impairment charge     1 
Depreciation and amortization  35   36 
Share-based compensation expense  6   6 
Qualified pension plan contributions     (2)
Excess tax benefits on share-based compensation  (14)  (7)
Change in assets and liabilities:        
Merchandise inventories  17   (40)
Accounts payable  2   89 
Accrued and other liabilities  (10)  3 
Other, net  (7)  24 
Net cash provided by operating activities  213   272 
         
From Investing Activities:        
Capital expenditures  (60)  (49)
Sales and maturities of short-term investments     7 
Net cash used in investing activities  (60)  (42)
         
From Financing Activities:        
Repayments of obligations under capital leases     (1)
Dividends paid on common stock  (35)  (32)
Issuance of common stock  23   10 
Purchase of treasury shares  (129)  (70)
Excess tax benefits on share-based compensation  14   7 
Net cash used in financing activities  (127)  (86)
         
Effect of exchange rate fluctuations on Cash and Cash Equivalents  (7)  3 
Net change in Cash and Cash Equivalents  19   147 
Cash and Cash Equivalents at beginning of year  967   858 
Cash and Cash Equivalents at end of interim period $986  $1,005 
         
Cash paid during the period:        
Interest $  $ 
Income taxes $126  $83 



 

 

 

 

 



 

 

 

 

 



Thirteen weeks ended



April 30,

 

May 2,



2016

 

2015



 

 

 

 

 

From Operating Activities

 

 

 

 

 

Net income

$

191 

 

$

184 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

   Depreciation and amortization

 

39 

 

 

35 

   Share-based compensation expense

 

 

 

   Excess tax benefits on share-based compensation

 

(6)

 

 

(14)

   Qualified pension plan contributions

 

(25)

 

 

 —

   Change in assets and liabilities:

 

 

 

 

 

      Merchandise inventories

 

39 

 

 

17 

      Accounts payable

 

(54)

 

 

      Accrued and other liabilities

 

(14)

 

 

(10)

      Other, net

 

37 

 

 

(7)

Net cash provided by operating activities

 

212 

 

 

213 



 

 

 

 

 

From Investing Activities

 

 

 

 

 

Capital expenditures

 

(65)

 

 

(60)

Net cash used in investing activities

 

(65)

 

 

(60)



 

 

 

 

 

From Financing Activities

 

 

 

 

 

Purchase of treasury shares

 

(88)

 

 

(129)

Dividends paid on common stock

 

(37)

 

 

(35)

Proceeds from exercise of stock options

 

 

 

23 

Excess tax benefits on share-based compensation

 

 

 

14 

Net cash used in financing activities

 

(112)

 

 

(127)



 

 

 

 

 

Effect of Exchange Rate Fluctuations on Cash and Cash Equivalents

 

 

 

(7)

Net Change in Cash and Cash Equivalents

 

41 

 

 

19 

Cash and Cash Equivalents at Beginning of Period

 

1,021 

 

 

967 

Cash and Cash Equivalents at End of Period

$

1,062 

 

$

986 



 

 

 

 

 

Cash Paid During the Period:

 

 

 

 

 

   Interest

$

 —

 

$

 —

   Income taxes

$

115 

 

$

126 



See Accompanying Notes to Condensed Consolidated Financial StatementsStatements.

4


FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. Summary of SignificantSignificant 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 30, 201628, 2017 and of the fiscal year ended January 31, 2015.30, 2016. 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 Foot Locker, Inc.’s (the “Company”) Form 10-K for the year ended January 31, 2015,30, 2016, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 30, 2015.24, 2016.



Recent Accounting Pronouncements



RecentlyIn November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. ASU 2015-17 requires all deferred tax liabilities and assets to be presented in the balance sheet as noncurrent. The Company early adopted this standard on a prospective basis as of the quarter ended April 30, 2016. As a result, the Company reclassified deferred tax assets and deferred tax liabilities classified as current to noncurrent. No prior periods were retrospectively adjusted.

In February 2016, the FASB issued ASU 2016-02, Leases. This ASU revises the existing guidance related to leases by requiring lessees to recognize a lease liability and a right-of-use asset for all leases, as well as additional disclosure regarding leasing arrangements. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and requires a modified retrospective adoption, with earlier adoption permitted. The Company is currently evaluating the effects of the adoption of this ASU on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 simplifies certain aspects of the accounting for share-based payment transactions, including tax consequences, classification of awards, the option to recognize stock compensation expense with actual forfeitures as they occur, and the classifications on the statement of cash flows. ASU 2016-09 is effective for annual reporting beginning after December 15, 2016, including interim periods within that reporting period, with early adoption permitted. The manner of adoption varies, with certain provisions applied on a retrospective or modified retrospective approach, while others are applied prospectively. The Company is currently evaluating the effects of the adoption of this ASU on its consolidated financial statements.

In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. ASU 2016-10 clarifies the implementation guidance on identifying performance obligations and licensing on the previously issued ASU 2014-09, Revenue from Contracts with Customers. In May 2016, the FASB issued ASU 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting. ASU 2016-11 rescinds several SEC Staff Announcements that are codified in Topic 605, including, among other items, guidance relating to accounting for shipping and handling fees and freight services. ASU 2016-10 and ASU 2016-11 are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods within that year. ASU 2016-10 and ASU 2016-11 can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption.  The Company is currently evaluating the effects of the adoption of these ASUs on its consolidated financial statements.

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

2.

5


FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2. Segment Information



The Company has determined that its reportable segments are those that are based on its method of internal reporting. The Company has two reportable segments, Athletic Stores and Direct-to-Customers. The Company evaluates performance based on several factors, of which the primary financial measure is division results. Division profit reflects income before income taxes, corporate expense, non-operating income, and net interest expense.



 

 

 

 

 

 



 

 

 

 

 

 



 

Thirteen weeks ended



 

April 30,

 

May 2,



 

2016

 

2015



 

($ in millions)

Sales

 

 

 

 

 

 

Athletic Stores

 

$

1,735 

 

$

1,681 

Direct-to-Customers

 

 

252 

 

 

235 

Total sales

 

$

1,987 

 

$

1,916 

Operating Results

 

 

 

 

 

 

Athletic Stores

 

$

277 

 

$

267 

Direct-to-Customers

 

 

38 

 

 

40 

Division profit

 

 

315 

 

 

307 

Less: Corporate expense

 

 

19 

 

 

17 

Operating profit

 

 

296 

 

 

290 

Interest expense, net

 

 

 —

 

 

Other income (1)

 

 

 

 

Income before income taxes

 

$

298 

 

$

290 



  Thirteen weeks ended 
  May 2,  May 3, 
  2015  2014 
  (in millions) 
Sales        
Athletic Stores $1,681  $1,657 
Direct-to-Customers  235   211 
  $1,916  $1,868 
Operating Results        
Athletic Stores(1)  $267  $247 
Direct-to-Customers  40   28 
Division profit  307   275 
Less: Corporate expense  17   21 
Operating profit  290   254 
Interest expense, net  1   1 
Other income(2)   1   1 
Income before income taxes $290  $254 



(1)

During the first quarter of 2014, the Company recorded a non-cash impairment charge of $1 million to fully write down the remaining value of the tradename related to the Company’s stores in the Republic of Ireland, reflecting historical and projected underperformance.

(2)(1)

Other income includes non-operating items, such as lease termination gains, royalty income, insurance recoveries, and the changes in fair value, premiums paid, and realized gains associated with foreign currency option contracts.



3. Goodwill



Annually during the first quarter, or more frequently if impairment indicators arise, the Company reviews goodwill and intangible assets with indefinite lives for impairment. The annual review of goodwill and intangible assets with indefinite lives performed during the first quarter of 20152016 did not result in the recognition of impairment.

FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3. Goodwill – (continued)

The following table provides a summary of goodwill by reportable segment. The change in the balance primarily represents foreign currency exchange fluctuations.



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

April 30,

 

May 2,

 

January 30,



    

2016

    

2015

    

2016



 

($ in millions)

Athletic Stores

 

$

17 

 

$

17 

 

$

17 

Direct-to-Customers

 

 

140 

 

 

139 

 

 

139 



 

$

157 

 

$

156 

 

$

156 



  May 2,  May 3,  January 31, 
  2015  2014  2015 
  (in millions) 
Athletic Stores $17  $21  $17 
Direct-to-Customers  139   142   140 
  $156  $163  $157 



6


FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. Other Intangible Assets, net



The components of finite-lived intangible assets and intangible assets not subject to amortization are as follows:



  May 2, 2015  May 3, 2014  January 31, 2015 
(in millions) 

Gross

value

  

Accum.

amort.

  

Net

Value

  

Gross

value

  

Accum.

amort.

  

Net

Value

  

Gross

value

  

Accum.

amort

  

Net

Value

 
Amortized intangible assets:(1), (2)                                    
Lease acquisition costs $126  $(115) $11  $159  $(142) $17  $128  $(116) $12 
Trademarks  21   (12)  9   21   (11)  10   21   (12)  9 
Favorable leases  7   (4)  3   8   (4)  4   7   (4)  3 
  $154  $(131) $23  $188  $(157) $31  $156  $(132) $24 
                                     
Indefinite life intangible assets(1)                                    
Runners Point Group trademarks          25           31           25 
Other trademarks(3)                     3            
          $25          $34          $25 
Other intangible assets, net         $48          $65          $49 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

April 30, 2016

 

May 2, 2015

 

January 30, 2016



 

 

Gross

 

Accum.

 

Net

 

Gross

 

Accum.

 

Net

 

Gross

 

Accum.

 

Net

($ in millions)

 

value

 

amort.

 

Value

 

Value

 

amort.

 

Value

 

value

 

amort.

 

Value

Amortized intangible assets: (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Lease acquisition costs

 

 $

123 

 

 $

(111)

 

 $

12 

 

$

126 

 

$

(115)

 

$

11 

 

 $

119 

 

$

(107)

 

$

12 



Trademarks / trade names

 

 

21 

 

 

(13)

 

 

 

 

21 

 

 

(12)

 

 

 

 

20 

 

 

(12)

 

 



Favorable leases

 

 

 

 

(5)

 

 

 

 

 

 

(4)

 

 

 

 

 

 

(5)

 

 



 

 

 $

151 

 

 $

(129)

 

 $

22 

 

$

154 

 

$

(131)

 

$

23 

 

 $

146 

 

$

(124)

 

22 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

April 30, 2016

 

May 2, 2015

 

January 30, 2016



 

 

 

 

 

 

Net

 

 

 

 

 

Net

 

 

 

 

 

Net



 

 

 

 

 

 

Value

 

 

 

 

 

Value

 

 

 

 

 

Value

Indefinite life intangible assets: (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Runners Point Group trademarks / trade names

 

 

 

 

 

 

 

 $

24 

 

 

 

 

 

 

 

 $

25 

 

 

 

 

 

 

 

 $

23 

Other intangible assets, net

 

 

 

 

 

 

 

 $

46 

 

 

 

 

 

 

 

$

48 

 

 

 

 

 

 

 

 $

45 

(1)

(1)

Includes

The change in the ending balances also reflects the effect of foreign currency translation relatedfluctuations due primarily to the movements of the euro in relation to the U.S. dollar.

(2)During 2014, the Company exited the CCS e-commerce business; as such, the fully amortized customer relationship intangible of $21 million was removed from the amounts presented above for all periods presented.   
(3)During the first quarter of 2014, the Company recorded a non-cash impairment charge of $1 million to fully write down the remaining value of the tradename related to the Company’s stores in the Republic of Ireland, reflecting historical and projected underperformance.



Amortization expense for intangibles subject to amortization wasFor the thirteen-week period ended April 30, 2016, activity included a $1 million increase related to foreign currency fluctuations and $2$1 million for thirteen weeks ended May 2, 2015 and May 3, 2014, respectively.of lease acquisition additions primarily related to our European businesses, which are being amortized over a weighted-average life of 10 years. This was partially offset by amortization of $1 million.  



 

 

 

 

 

 



 

 

 

 

 

 



 

Thirteen weeks ended

($ in millions)

 

 

April 30, 2016

 

 

May 2, 2015

Amortization expense

 

$

 

$



Estimated future amortization expense for finite life intangible assets is as follows:



  (in millions) 
Remainder of 2015 $3 
2016  4 
2017  3 
2018  3 
2019  3 
2020  2 



6



 

 

  

 

($ in millions)

Remainder of 2016

$

2017

 

2018

 

2019

 

2020

 

2021

 



7


FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



5. Accumulated Other Comprehensive Loss



Accumulated other comprehensive loss (“AOCL”), net of tax, is comprised the following:



 

 

 

 

 

 

 

 

 

 

 

 

 

 May 2, May 3, January 31, 

April 30,

 

May 2,

 

January 30,

 2015  2014  2015 

2016

 

2015

 

2016

 (in millions) 

($ in millions)

Foreign currency translation adjustments $(74) $76  $(75)

 $

(75)

 

$

(74)

 

$

(119)
Cash flow hedges  (4)  (1)  (3)

 

 

 

(4)

 

 

Unrecognized pension cost and postretirement benefit  (239)  (238)  (240)

 

(249)

 

 

(239)

 

 

(248)
Unrealized loss on available-for-sale security  (1)  (1)  (1)

 

(1)

 

 

(1)

 

 

(1)
 $(318) $(164) $(319)

 $

(323)

 

$

(318)

 

$

(366)



The changes in AOCL for the thirteen weeks ended May 2, 2015April 30, 2016 were as follows:



(in millions) Foreign
currency
translation
adjustments
  Cash flow
hedges
  Items related to
pension and
postretirement
benefits
  Unrealized
loss on
available-for-
sale security
  Total 
Balance as of January 31, 2015 $(75)  (3)  (240)  (1) $(319)
OCI before reclassification  1   (1)  (1)     (1)
Reclassified from AOCL        2      2 
Other comprehensive income/(loss)  1   (1)  1      1 
Balance as of May 2, 2015 $(74)  (4)  (239)  (1) $(318)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Foreign

 

 

 

Items Related

 

Unrealized

 

 

 



 

Currency

 

 

 

to Pension and

 

Loss on

 

 

 



 

Translation

 

Cash Flow

 

Postretirement

 

Available-For-

 

 

 

($ in millions)

 

Adjustments

 

Hedges

 

Benefits

 

Sale Security

 

Total

Balance as of January 30, 2016

 

$

(119)

 

$

 

$

(248)

 

$

(1)

 

$

(366)

OCI before reclassification

 

 

44 

 

 

 —

 

 

(3)

 

 

 —

 

 

41 

Reclassified from AOCI

 

 

 —

 

 

 —

 

 

 

 

 —

 

 

Other comprehensive income/ (loss)

 

 

44 

 

 

 —

 

 

(1)

 

 

 —

 

 

43 

Balance as of April 30, 2016

 

$

(75)

 

$

 

$

(249)

 

$

(1)

 

$

(323)



Reclassifications from AOCL for the thirteen weeks ended May 2, 2015April 30, 2016 were as follows:

($ in millions) 

Amortization of actuarial (gain) loss:

    Pension benefits- amortization of actuarial loss

 $

    Postretirement benefits- amortization of actuarial gain

(1)

Net periodic benefit cost (see Note 9)

Income tax benefit

(1)

Net of tax

 $



  (in millions) 
Amortization of actuarial (gain) loss:    
     Pension benefits -  amortization of actuarial loss $3 
     Postretirement benefits -  amortization of actuarial gain   
Net periodic benefit cost (seeNote 9)  3 
Income tax benefit  (1)
Net of tax $2 



6. 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 practice 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 7,Fair Value Measurements.

8


FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

6. Financial Instruments- (continued)

Derivative Holdings Designated as Hedges



For a derivative to qualify as a hedge at inception and throughout the hedged period, the Company formally documents the nature of the hedged items and the relationships between the hedging instruments and the hedged items, as well as its risk-management objectives, strategies for undertaking the various hedge transactions, and the methods of assessing hedge effectiveness and ineffectiveness. In addition, for hedges of forecasted transactions, the significant characteristics and expected terms of a forecasted transaction must be specifically identified, and it must be probable that each forecasted transaction would occur. If it were deemed probable that the forecasted transaction would not occur, the gain or loss on the derivative instrument 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.



The primary currencies to which the Company is exposed are the euro, British pound, Canadian dollar, and Australian dollar. For the most part, merchandise inventories are purchased by each geographic area in their respective local currency. The exception to this is the United Kingdom, whose merchandise inventory purchases are denominated in euros. For option and foreign exchange forward contracts designated as cash flow hedges of the purchase of inventory, the effective portion of gains and losses is deferred as a component of AOCL 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 effective portion of gains or losses associated with other forward contracts is deferred as a component of AOCL until the underlying transaction is reported in earnings. 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 of the contract from the assessment of effectiveness. At each quarter-end, substantially all of the Company’s hedged forecasted transactions are less than twelve months, and the Company expects substantially all derivative-related amounts reported in AOCL to be reclassified to earnings within twelve months.

The net change in the fair value of the foreign exchange derivative financial instruments designated as cash flow hedges of the purchase of inventory resultedwas not significant for the thirteen weeks ended April 30, 2016, and therefore AOCL remained unchanged. At April 30, 2016, there was a $2 million gain included in a loss of $1 million duringAOCL. For the thirteen weeks ended May 2, 2015, and therefore increased AOCL. At May 2, 2015, there wasthe net change resulted in a $4 million loss included in AOCL.

of $1 million. The notional value of the foreign exchange contracts designed as hedges outstanding at May 2, 2015April 30, 2016 was $89$97 million, and these contracts extendmature at various dates through July 2016.2017.



Derivative Holdings Not Designated as Hedges



The Company enters into foreign exchange forward contracts that are not designated as hedges in order to manage the costs of foreign-currency denominated merchandise purchases and intercompany transactions. Changes in the fair value of these foreign exchange forward contracts are recorded in earnings immediately within selling, general and administrative expenses. The net change in fair value resulted in expense of $1 million for the thirteen weeks ended April 30, 2016. The net change in fair value resulted in income of $1 million for the thirteen weeks ended May 2, 2015 of $1 million. The net change in fair value was not significant for the prior-year period.2015. The notional value of the foreign exchange contracts not designed as hedges outstanding at May 2, 2015April 30, 2016 was $97$12 million, and these contracts extendmature at various dates through November 2015.October 2016.

9


FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

The Company mitigates the effect of fluctuating foreign exchange rates on the reporting of foreign-currency denominated earnings by entering into currency option contracts. Changes in the fair value of these foreign currency option contracts, which are not designated as hedges, are recorded in earnings immediately within other income. The realized gains, premiums paid, and changes in the fair market value recorded were not significant for any of the periods presented. No such contracts were outstanding at April 30, 2016. 

Additionally, 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. Changes in the fair value of these contracts are recorded in earnings immediately. The effect was not significant for any of the periods presented. The notional value of the contractdiesel fuel forward contracts outstanding was not significant at April 30, 2016 and these contracts mature in May 2, 2015 was $23 million, and the contract extends through July 2015.

FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS2016.



6. Financial Instruments- (continued)

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 May 2,  May 3,  January 31, 
(in millions) Caption 2015  2014  2015 
Hedging Instruments:              
Foreign exchange forward contracts Current liabilities $5  $1  $4 
Non-Hedging Instruments:              
Foreign exchange forward contracts Current liabilities $  $1  $1 



 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 



 

Balance Sheet

 

April 30,

 

May 2,

 

January 30,

($ in millions)

 

Caption

 

2016

 

2015

 

2016

Hedging Instruments:

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange forward contracts

 

Current assets

 

$

 

$

 —

 

$

Foreign exchange forward contracts

 

Current liabilities

 

$

 —

 

$

 

$

 —

Foreign exchange forward contracts

 

Non-current liabilities

 

$

 

 

 —

 

 

 —



7. Fair Value Measurements



The Company’s financial assets recorded at fair value are categorized as follows:

 

Level 1 –

Quoted prices for identical instruments in active markets.



Level 2 –

Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets.



Level 3 –

Model-derived valuations in which one or more significant inputs or significant value-drivers are unobservable.



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 May 2, 2015  At May 3, 2014  At January 31, 2015 

 

As of April 30, 2016

 

As of May 2, 2015

 

As of January 30, 2016

 (in millions) 

 

($ in millions)

 Level 1  Level 2  Level 3  Level 1  Level 2  Level 3  Level 1  Level 2  Level 3 

   

Level 1

 

Level 2

   

Level 3

   

Level 1

 

Level 2

   

Level 3

 

Level 1

 

Level 2

   

Level 3

Assets                                    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term investments $  $  $  $  $2  $  $  $  $ 
Auction rate security     6         6         6    

Available-for-sale securities

 

 $

 —

 

$

 

$

 —

 

$

 —

 

$

 

$

 —

 

$

 —

 

$

 

$

 —

Foreign exchange forward contracts

 

 

 —

 

 

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 

 

 —

Total Assets $  $6  $  $  $8  $  $  $6  $ 

 

$

 —

 

$

 

$

 —

 

$

 —

 

$

 

$

 —

 

$

 —

 

$

 

$

 —

                                    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities                                    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange forward contracts     5         2         5    

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Total Liabilities $  $5  $  $  $2  $  $  $5  $ 

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 

$

 —

 

$

 —

 

$

 —

 

$

 —



Available-for-sale securities

10


FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Securities classified as available-for-sale are recorded at fair value with unrealized gains and losses reported, net of tax, in other comprehensive income, unless unrealized losses are determined to be other than temporary. The fair value of the auction rate security is determined by using quoted prices for similar instruments in active markets and accordingly is classified as a Level 2 instrument.



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 and, therefore, are classified as Level 2 instruments.



There were no transfers into or out of Level 1, Level 2, or Level 3 assets and liabilities for any of the periods presented.

FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

7. Fair Value Measurements- (continued)

The carrying value and estimated fair value of long-term debt and obligations under capital leases were as follows:



  May 2,  May 3,  January 31, 
  2015  2014  2015 
  (in millions) 
Carrying value $133  $138  $134 
Fair value $158  $163  $163 



 

 

 

 

 

 

 

 

 



 

April 30,

 

May 2,

 

January 30,



 

2016

 

2015

 

2016



 

($ in millions)

Carrying value

 

$

129 

 

$

133 

 

$

130 

Fair value

 

$

149 

 

$

158 

 

$

156 



The fair value of long-term debt is determined by using model-derived valuations in which all significant inputs or significant value-driversvalue drivers are observable in active markets and, therefore, are classified as Level 2. The carrying values of cash and cash equivalents and other current receivables and payables approximate their fair value.



8. Earnings Per Share

 

The Company accounts for and discloses earnings per share using the treasury stock method. Basic earnings per share is computed by dividing reported net income for the period by the weighted-average number of common shares outstanding at the end of the period.outstanding. 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 reflects 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 computation of basic and diluted earnings per share is as follows:



  Thirteen weeks ended 
  May 2,  May 3, 
  2015  2014 
  (in millions) 
Weighted-average common shares outstanding  140.1   145.4 
Effect of Dilution:        
Stock options and awards  2.0   2.2 
Weighted-average common shares assuming dilution  142.1   147.6 



 

 

 

 

 

 



 

 

 

 

 

 



Thirteen weeks ended



 

April 30,

 

May 2,



 

2016

 

2015



 

(in millions, except per share data)

Net Income

 

$

191 

 

$

184 

Weighted-average common shares outstanding

 

 

136.5 

 

 

140.1 

Basic earnings per share

 

$

1.40 

 

$

1.31 

Weighted-average common shares outstanding

 

 

136.5 

 

 

140.1 

Dilutive effect of potential common shares

 

 

1.3 

 

 

2.0 

Weighted-average common shares outstanding assuming dilution

 

 

137.8 

 

 

142.1 

Diluted earnings per share

 

$

1.39 

 

$

1.29 



Options to purchase 0.40.2 million and 0.30.4 million shares of common stock were not included in the computation for the thirteen weeks ended April 30, 2016 and May 2, 2015, and May 3, 2014, 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 have been antidilutive. Contingently issuable shares of 0.3 million and 0.4 million have not been included as the vesting conditions have not been satisfied as of April 30, 2016 and May 2, 2015 and May 3, 2014, respectively.2015.

11


FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

9. Pension and Postretirement Plans



The Company has defined benefit pension plans covering certain of its North American employees, which are funded in accordance with the provisions of the laws where the plans are in effect. In addition, the Company has a defined benefit pension plan covering certain individualsemployees of the Runners Point Group.



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.

FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

9. Pension and Postretirement Plans- (continued)



The following are the components of net periodic pension benefit cost and net periodic postretirement benefit income, which is recognized as part of SG&A expense:



 Pension Postretirement 

 

 

 

 

 

 

 

 

 

 

 

 

 Benefits  Benefits 

 

 

 

 

 

 

 

 

 

 

 

 

 May 2, May 3, May 2, May 3, 

 

Pension Benefits

 

Postretirement Benefits

 2015  2014  2015  2014 

 

Thirteen weeks ended

 

Thirteen weeks ended

 (in millions) 

 

April 30,

 

May 2,

 

April 30,

 

May 2,

($ in millions)

 

2016

 

2015

 

2016

 

2015

Service cost $4  $4  $  $ 

 

$

 

$

 

$

 —

 

$

 —

Interest cost  6   7       

 

 

 

 

 

 

 —

 

 

 —

Expected return on plan assets  (9)  (10)      

 

 

(9)

 

 

(9)

 

 

 —

 

 

 —

Amortization of net loss (gain)  3   4      (1)

 

 

 

 

 

 

(1)

 

 

 —

Net benefit expense (income) $4  $5  $  $(1)

 

$

 

$

 

$

(1)

 

$

 —



No contributions wereOn February 24, 2016, the Company made a contribution of $25 million to the plans during the thirteen weeks ended May 2, 2015.U.S. qualified plan. The Company continually evaluates the amount and timing of any future contributions. The Company currently does not expect to contribute to the U.S. or Canadian qualified plansmake any further pension plan contributions during the current year. AdditionalActual contributions will dependare dependent on several factors, including the plan asset performance and other factors.outcome of the ongoing pension litigation. See Note 11, Legal Proceedings, for further information.



10. Share-Based Compensation



Total compensation expense included in SG&A, and the associated tax benefits recognized related to the Company’s share-based compensation plans were as follows:



 

 

 

 

 

 

 

 

 Thirteen weeks ended 

Thirteen weeks ended

 May 2, May 3, 

April 30,

 

May 2,

 2015  2014 

2016

 

2015

 (in millions) 

($ in millions)

Options and shares purchased under the employee stock purchase plan $3  $3 

$

 

$

Restricted stock and units  3   3 

Restricted stock and restricted stock units

 

 

 

Total share-based compensation expense $6  $6 

$

 

$

        

 

 

 

 

 

Tax benefit recognized $2  $2 

$

 

$

Excess income tax benefit from settled equity-classified share-based awards reported as a cash flow from financing activities $14  $7 

$

 

$

14 



12


FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Valuation Model and Assumptions



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. The following table shows the Company’s assumptions used to compute the share-based compensation expense:



  Stock Option Plans  Stock Purchase Plan 
  May 2,  May 3,  May 2,  May 3, 
  2015  2014  2015  2014 
Weighted-average risk free rate of interest  1.51%  2.12%  0.13%  0.17%
Expected volatility  30%  39%  23%  25%
Weighted-average expected award life  6.0 years   6.1 years   1.0 year   1.0 year 
Dividend yield  1.6%  2.0%  1.82%  2.3%
Weighted-average fair value $16.01  $14.91  $8.03  $5.79 

FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10. Share-Based Compensation – (continued)



 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Stock Option Plans

 

 

Stock Purchase Plan

 



 

April 30,

 

 

May 2,

 

 

April 30,

 

 

May 2,

 



 

2016

 

 

2015

 

 

2016

 

 

2015

 

Weighted-average risk free rate of interest

 

1.4 

%

 

1.5 

%

 

0.3 

%

 

0.1 

%

Expected volatility

 

30 

%

 

30 

%

 

25 

%

 

23 

%

Weighted-average expected award life (in years)

 

5.7 

 

 

6.0 

 

 

1.0 

 

 

1.0 

 

Dividend yield

 

1.7 

%

 

1.6 

%

 

1.6 

%

 

1.8 

%

Weighted-average fair value

$

15.78 

 

$

16.01 

 

$

11.12 

 

$

8.03 

 



The information in the following table covers options granted under the Company’s stock option plans for the thirteen weeks ended April 30, 2016:



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

   

 

 

Weighted-

 

Weighted-



 

 

Number

 

Average

 

Average



 

 

of

 

Remaining

 

Exercise



 

 

Shares

 

Contractual Life

 

Price



 

 

(in thousands)

 

(in years)

 

(per share)

Options outstanding at the beginning of the year

 

 

3,694 

 

 

 

 

$

32.62 

Granted

 

 

465 

 

 

 

 

 

63.79 

Exercised

 

 

(324)

 

 

 

 

 

22.16 

Expired or cancelled

 

 

(18)

 

 

 

 

 

52.96 

Options outstanding at April 30, 2016

 

 

3,817 

 

 

5.9 

 

$

37.21 

Options exercisable at April 30, 2016

 

 

2,713 

 

 

4.6 

 

$

27.86 

Options vested and expected to vest at April 30, 2016

 

 

3,767 

 

 

5.9 

 

$

36.89 

Options available for future grant at April 30, 2016

 

 

12,050 

 

 

 

 

 

 

The total fair value of options vested as of April 30, 2016 and May 2, 2015:

  Shares  Weighted-
Average
Term
  

Weighted-Average
Exercise

Price

 
  (in thousands, except price per share and weighted-average term) 
Options outstanding at the beginning of the year  5,569      $25.89 
Granted  682       62.11 
Exercised  (1,000)      22.84 
Expired or cancelled  (49)      48.47 
Options outstanding at May 2, 2015  5,202   6.68  $31.01 
Options exercisable at May 2, 2015  3,685   5.67  $23.09 
Options vested and expected to vest at May 2, 2015  5,144   6.65  $30.73 
Options available for future grant at May 2, 2015  13,041         

2015 was $8 million and $11 million, respectively. The cash received from option exercises for the thirteen weeks ended April 30, 2016 and May 2, 2015 was $7 million and $23 million, respectively. 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) is presented below:



  Thirteen weeks ended 
  May 2,  May 3, 
  2015  2014 
  (in millions) 
Exercised $36  $11 



 

 

 

 

 



 

 

 

 

 



Thirteen weeks ended



April 30,

 

May 2,



2016

 

2015



($ in millions)

Exercised

$

14 

 

$

36 



The total tax benefit realized from option exercises was $5 million and $14 million for the thirteen weeks ended April 30, 2016 and May 2, 2015, respectively.

13


FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The aggregate intrinsic value for stock options outstanding, outstanding and for stock options exercisable, and vested and expected to vest (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) is presented below:

 

 

 

 

 

 

 

 

 Thirteen weeks ended 

Thirteen weeks ended

 May 2, May 3, 

April 30,

 

May 2,

 2015  2014 

2016

 

2015

 (in millions) 

($ in millions)

Outstanding $153  $128 

$

94 

 

$

153 
Outstanding and exercisable $137  $110 

$

91 

 

$

137 
Vested and expected to vest $153  $127 

$

94 

 

$

153 



As of May 2, 2015,April 30, 2016 there was $14$12 million of total unrecognized compensation cost, net of estimated forfeitures, related to nonvested stock options, which is expected to be recognized over a remaining weighted-average period of 1.791.7 years.

The cash received from option exercises for the thirteen weeks ended May 2, 2015 and May 3, 2014 was $23 million and $10 million, respectively. The actual tax benefit realized from stock option exercises was $14 million and $4 million for the thirteen weeks ended May 2, 2015 and May 3, 2014, respectively.

FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10. Share-Based Compensation – (continued)

The following table summarizes information about stock options outstanding and exercisable at May 2, 2015:April 30, 2016:



  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 prices per share and contractual life) 
$  9.85  to  $15.10  1,130   4.34  $12.62   1,130  $12.62 
$18.80  to  $25.19  1,201   5.09  $19.81   1,201  $19.81 
$30.92  to  $36.59  1,510   7.31  $32.94   1,117  $32.47 
$45.08  to  $62.11  1,361   9.33  $54.05   237  $45.46 
   5,202   6.68  $31.01   3,685  $23.09 



 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Options Outstanding

 

Options Exercisable



 

 

   

Weighted-

   

 

 

 

 

 

   

 



 

 

 

Average

 

 

Weighted-

 

 

 

 

Weighted-



 

 

 

Remaining

 

 

Average

 

 

 

 

Average



 

Number

 

Contractual

 

 

Exercise

 

Number

 

 

Exercise

Range of Exercise Prices

 

Outstanding

 

Life

 

 

Price

 

Exercisable

 

 

Price



 

(in thousands, except prices per share and contractual life)

$9.85 to $15.10

 

746 

 

2.4 

 

$

12.95 

 

746 

 

$

12.95 

$18.80 to $30.92

 

996 

 

3.7 

 

 

22.73 

 

996 

 

 

22.73 

$34.12 to $56.35

 

954 

 

7.1 

 

 

41.08 

 

745 

 

 

39.26 

$62.02 to $73.21

 

1,121 

 

9.2 

 

 

62.92 

 

226 

 

 

62.11 



 

3,817 

 

5.9 

 

$

37.21 

 

2,713 

 

$

27.86 



Restricted Stock and Restricted Stock Units



Restricted shares of the Company’s common stock and restricted stock units (“RSU”) may be awarded to certain officers, and key employees of the Company. Awards made to executives outside of the United StatesCompany, and to nonemployee directors are made in the form of restricted stock units.directors. Additionally, restricted stock unitRSU awards are made in connection with the Company’s long-term incentive program. Each restricted stock unitRSU represents the right to receive one share of the Company’s common stock provided that the performance and vesting conditions are satisfied. There were 660,797 and 594,910 and 793,011 restricted stock unitsRSU awards outstanding as of April 30, 2016 and May 2, 2015, and May 3, 2014, respectively.



Generally, awards fully vest after the passage of time, typically three years. However, restricted stock unit grantsRSU awards made in connection with the Company’s long-term incentive program vest after the attainment of both 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; fortime. With regard to performance-based restricted stock, dividends will be accumulated and paid after the performance criteria are met. No dividends are paid or accumulated on restricted stock units.

RSU awards.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.

14


FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Restricted sharestock and unitRSU activity for the thirteen weeks ended May 2, 2015April 30, 2016 is summarized as follows:



  Number of Shares  Weighted-Average
Grant Date Fair
Value per Share
 
  (in thousands, except price per share) 
Nonvested at the beginning of the year  1,038  $37.96 
Granted  117   61.46 
Vested  (280)  31.51 
Expired or cancelled  (26)  43.57 
Nonvested at May 2, 2015  849  $43.14 
Aggregate value (in millions) $37     
Weighted-average remaining contractual life (in years)  1.47 years     



 

 

 

 

 

 

 



 

 

 

Weighted-

 

 

 



   

 

 

Average

 

 

 



 

Number

 

Remaining

 

Weighted-Average



 

of

 

Contractual

 

Grant Date



 

Shares

 

Life

 

Fair Value



 

(in thousands)

 

(in years)

 

 

(per share)

Nonvested at beginning of year

 

803 

 

 

 

$

45.19 

Granted

 

339 

 

 

 

 

64.24 

Vested

 

(193)

 

 

 

 

35.36 

Expired or cancelled

 

(122)

 

 

 

 

38.87 

Nonvested at April 30, 2016

 

827 

 

1.7 

 

$

56.23 

Aggregate value ($ in millions)

 $

47 

 

 

 

 

 



The weighted grant-date fair value per share was $61.46 and $45.03 for the thirteen weeks ended May 2, 2015 and May 3, 2014, respectively. The total value of awards for which restrictions lapsed for both the thirteen weeks ended April 30, 2016 and May 2, 2015 was $7 million and May 3, 2014 was $9 million.million, respectively. As of May 2, 2015,April 30, 2016, there was $14$20 million of total unrecognized compensation cost net of forfeitures related to nonvested restricted awards.

11. Legal Proceedings

Legal proceedings pending against the Company or its consolidated subsidiaries consist of ordinary, routine litigation, including administrative proceedings, incidental to the business of the Company or businesses that have been sold or disposed of by the Company in past years. These legal proceedings include commercial, intellectual property, customer, environmental, and employment-related claims.

The Company and the Company’s U.S. retirement plan are defendants in a class action (Osberg v. Foot Locker Inc. et ano., filed in the U.S. District Court for the Southern District of New York) in which the plaintiff alleges that, in connection with the 1996 conversion of the retirement plan to a defined benefit plan with a cash balance formula, the Company and the retirement plan failed to properly advise plan participants of the “wear-away” effect of the conversion. Plaintiff’s claims were for breach of fiduciary duty under the Employee Retirement Income Security Act of 1974, as amended, and violation of the statutory provisions governing the content of the Summary Plan Description. The trial was held in July 2015 and the court issued a decision in September 2015 in favor of the class on the foregoing claims. The court ordered that the Plan be reformed. The Company is appealing the court’s decision, and the judgment has been stayed pending the outcome of the appeal. As a result of this development, the Company determined that it is probable a liability exists. The Company’s reasonable estimate of this liability is a range between $100 million and $200 million, with no amount within that range more probable than any other amount. Therefore, in accordance with U.S. GAAP, the Company recorded a charge of $100 million pre-tax ($61 million after-tax) in the third quarter of 2015. This amount has been classified as a long-term liability. The Company will continue to vigorously defend itself in this case. In light of the uncertainties involved in this matter, there is no assurance that the ultimate resolution will not differ from the amount currently accrued by the Company. 

Management does not believe that the outcome of any such legal proceedings pending against the Company or its consolidated subsidiaries, as described above, would have a material adverse effect on the Company’s consolidated financial position, liquidity, or results of operations, taken as a whole, based upon current knowledge and taking into consideration current accruals. Litigation is inherently unpredictable, and judgments could be rendered or settlements entered into that could adversely affect the Company’s operating results or cash flows in a particular period.

15


FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

12. Subsequent Event

On May 19, 2016, the Company entered into a new credit agreement with its banks (“New Credit Agreement”) that replaces the Company’s existing credit agreement. The New Credit Agreement provides for a $400 million asset-based revolving credit facility maturing on May 19, 2021. Additionally, during the term of the New Credit Agreement, the Company may increase the commitments by up to $200 million, subject to customary conditions. Interest is determined, at the Company’s option, by the federal funds rate plus a margin of 0.125 percent to 0.375 percent or the LIBOR rate plus a margin of 1.125 percent to 1.375 percent depending on availability under the New Credit Agreement. In addition, the Company will pay a commitment fee of 0.20 percent per annum on the unused portion of the commitments.

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, with formats that include Foot Locker, Lady Foot Locker, SIX:02, Kids Foot Locker, Champs Sports, Footaction, SIX:02, Runners Point, and Sidestep.

The Direct-to-Customers segment is multi-brandedincludes Footlocker.com, Inc. and multi-channeled. This segment sells, through itsother affiliates, directlyincluding Eastbay, Inc., and our international ecommerce businesses, which sell to customers through itstheir Internet and mobile sites and catalogs. Eastbay,

The Foot Locker brand is one of the affiliates, is among the largest direct marketersmost widely recognized names in the United States. The Direct-to-Customers segmentmarkets in which the Company operates, epitomizing premium quality for the websites for eastbay.com, final-score.com, eastbayteamsales.com,active lifestyle customer. This brand equity has aided the Company’s ability to successfully develop and increase its portfolio of complementary retail store formats, such as Lady Foot Locker, and Kids Foot Locker, as well as websites alignedFootlocker.com, its direct-to-customer business. Through various marketing channels, including broadcast, digital, social, print, and various sports sponsorships and events, the Company reinforces its image with a consistent message namely, that it is the brand namesdestination for athletically inspired shoes and apparel with a wide selection of its store banners (footlocker.com, ladyfootlocker.com, kidsfootlocker.com, footlocker.ca, footlocker.eu, champssports.com, footaction.com, six02.com, runnerspoint.com, and sidestep-shoes.com). Additionally, this segment includes sp24.com,merchandise in a clearance website for our European e-commerce business.full-service environment. 



Store Count



At May 2, 2015,April 30, 2016, the Company operated 3,4193,396 stores as compared with 3,4233,383 and 3,4643,419 stores at January 31, 201530, 2016 and May 3, 2014, respectively. During the thirteen weeks ended May 2, 2015, the Company opened 37 stores, remodeled or relocated 55 stores and closed 41 stores.

respectively. A total of 8264 franchised stores were operating at May 2, 2015,April 30, 2016, as compared with 7864 and 7482 stores at January 31, 201530, 2016 and May 4, 2013,2, 2015, respectively. Revenue from the franchised stores was not significant for any of the periods presented. These stores are not included in the Company’s operating store count above.



Sales



All references to comparable-store sales for a given period relate to sales of stores that were open at the period-end and had been open for more than one year. The computation of comparable-store sales also includes the sales of the Direct-to-Customers segment. Stores opened or closed during the period are not included in the comparable-store base; however, stores closed temporarily for relocation or remodeling are included. Computations exclude the effect of foreign currency fluctuations.



Sales increased by $48$71 million, or 2.63.7 percent, to $1,987 million for the thirteen weeks ended April 30, 2016, from $1,916 million for the thirteen weeks ended May 2, 2015, from $1,868 million2015. Comparable-store sales increased by 2.9 percent for the thirteen weeks ended May 3, 2014. Excluding the effect of foreign currency fluctuations, total salesApril 30, 2016. 

16


Gross Margin



 

 

 

 

 

 



 

Thirteen weeks ended



 

April 30,

 

May 2,

  

 

2016

 

2015

Gross margin rate

 

35.0 

%

 

35.0 

%

Basis point change in the gross margin rate

 

 —

 

 

 

 

Components of the change-

 

 

 

 

 

 

Merchandise margin rate improvement

 

20 

 

 

 

 

Higher occupancy and buyers' compensation expense rate

 

(20)

 

 

 

 

The gross margin rate remained unchanged for the thirteen-week period increased 7.9 percent,thirteen weeks ended April 30, 2016 as compared with the corresponding prior-year period.  Comparable-store sales increased by 7.8 percent for the thirteen weeks ended May 2, 2015.

Gross Margin

  Thirteen weeks ended 
  May 2,  May 3, 
  2015  2014 
Gross margin rate  35.0%  34.6%
Change in the gross margin rate is comprised of:        
Occupancy and buyers’ compensation  0.4     
Merchandise margin       
Increase in gross margin rate  0.4%    

The decrease in occupancy and buyers’ compensation expenseThis reflected a merchandise margin rate improvement of 30 basis points,  primarily reflects improved leverage of fixed costs. Merchandise margin was unchanged as compared with the prior quarter, with an overalldue to a lower markdown rate as we increased full-price selling during the current period. This improvement was partially offset by foreign currency fluctuations.an increase in shipping and handling costs, which reduced the merchandise margin rate by 10 basis points.  Occupancy and buyer’s compensation expense increased at a rate higher than the increase in sales and reduced the gross margin rate by 20 basis points.  

Selling, General and Administrative Expenses (SG&A)



 

 

 

 

 

 Thirteen weeks ended 

 

 

 

 

 

 May 2, May 3, 

 

Thirteen weeks ended

 

 2015  2014 

 

April 30, 2016

 

May 2, 2015

 

 (in millions) 

 

($ in millions)

SG&A $345  $355 

 

$

361 

 

$

345 

 

$ Change $(10)    

 

$

16 

 

 

 

% Change  (2.8)%    

 

4.6 

%

 

 

 

SG&A as a percentage of sales  18.0%  19.0%

 

18.2 

%

 

18.0 

%



Excluding the effect of foreign currency fluctuations, SG&A increased by $16 million for the thirteen weeks ended May 2, 2015,April 30, 2016 as compared with the corresponding prior-year period. ExcludingThe effect of foreign currency fluctuations thefor this period was not significant. The SG&A rate was 18.4 percent as a percentageincreased 20 basis points compared with the prior year, reflecting higher corporate expenses related to the relocation of sales. The 60 basis point improvement reflected continued effective expense management.the corporate headquarters within New York City. Relocation costs totaled $4 million.

Depreciation and Amortization

  Thirteen weeks ended 
  May 2, May 3, 
  2015 2014 
  (in millions) 
Depreciation and Amortization $35  $36 
% change  (2.8)%    



Depreciation and Amortization



 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

Thirteen weeks ended

 



 

April 30, 2016

 

May 2, 2015

 



 

($ in millions)

Depreciation and amortization

 

$

39 

 

$

35 

 

$ Change

 

$

 

 

 

 

% Change

 

 

11.4 

%

 

 

 

Depreciation and amortization decreasedincreased by $1$4 million infor the thirteen weeks ended May 2, 2015,April 30, 2016 as compared with the corresponding prior-year period. Excluding the effect of foreign currency fluctuations,The increase in depreciation and amortization reflected increased capital spending on store remodels,  enhancing our digital sites, and other various technologies.

17


Interest Expense, Net



 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

Thirteen weeks ended

 



 

April 30, 2016

 

May 2, 2015

 



 

($ in millions)

Interest expense 

 

$

 

$

 

Interest income 

 

 

(3)

 

 

(2)

 

Interest expense, net 

 

$

 —

 

$

 

Net interest expense decreased by $1 million for the thirteen weeks ended May 2, 2015,April 30, 2016 as compared with the corresponding prior-year period. Onperiod, reflecting increased income due to a constant currency basis, the increase in depreciationcombination of higher cash balances and amortization reflects increased capital spending.slightly higher average interest rates.



Interest Expense, Net

  Thirteen weeks ended 
  May 2,  May 3, 
  2015  2014 
  (in millions) 
Interest expense $3  $3 
Interest income  (2)  (2)
Interest expense, net $1  $1 

Interest expense and interest income were unchanged as compared with the prior year.

Income Taxes



For the thirteen weeks ended May 2, 2015,April 30, 2016, the Company recorded an income tax provision of $107 million, which represented an effective tax rate of 36.0 percent, compared to the prior-year income tax provision of $106 million, which represented an effective tax rate of 36.5 percent, compared with the prior-year income tax provision of $92 million, which represented an effective tax rate of 36.1 percent. The Company’s interim provision for income taxes is measured using an annual effective tax rate, adjusted for discrete items that occur within the periods presented.



The Company regularly assesses the adequacy of the Company’s provisions for income tax contingencies in accordance with the applicable authoritative guidance on accounting for income taxes. As a result, the Company may adjust the reserves for unrecognized tax benefits considering new facts and developments, such as changes to interpretations of relevant tax law, assessments from taxing authorities, settlements with taxing authorities, and lapses of statutes of limitation.

The changes in the tax reserves for the thirteen weeks ended April 30, 2016 and  May 2, 2015 were not significant. The effective tax rate for the thirteen weeks ended May 3, 2014 included tax benefits of $1 million from reserve releases due to the settlements of tax examinations during the period.



The effective tax rate for the thirteen weeks ended May 2, 2015 increasedApril 30, 2016 decreased as compared with the corresponding prior-year period, excluding the reserve releases, due primarily to a higher proportion of income earned in higherlower tax jurisdictions.



The Company currently expects its full yearfull-year tax rate to approximate 36.5be approximately 36.1 percent, excluding the effect of any nonrecurring items that may occur. The actual tax rateoccur and will depend primarily on the level and mix of income earned in the United States as compared with its international operations.



Net Income



For the thirteen weeks ended May 2, 2015,April 30, 2016, net income increased by $22$7 million, or 13.63.8 percent to $184 million as compared with the corresponding prior-year period. The improved performance, on a constant currency basis, represented a 31 Diluted earnings per share increased by 7.8 percent flow-through of increased sales to pre-tax income, which reflected leveraging of fixed costs and controlling operating expenses.$1.39 per share.



Reconciliation of Non-GAAP Measures



No adjustments have been made to the 2015 results. However, during the first quarter of 2014, the Company recorded approximately $2 million, or $0.01 per diluted share, of costs associated with the integration of Runners Point Group as a well as an impairment charge to fully write down the remaining value of the tradename related to the Company’s stores in the Republic of Ireland.

18


 

Accordingly, the Company excluded these costs to arrive at its non-GAAP results. The non-GAAP financial measure is provided in addition to, and not as an alternative to, the Company’s reported results prepared in accordance with GAAP. The Company believes this non-GAAP information is a useful measure to investors because it provides for a more direct comparison of the results.

 

Presented below are GAAP and non-GAAP results for the thirteen-weeks ended May 2, 2015 and May 3, 2014, respectively.

  Thirteen weeks ended 
  May 2,  May 3, 
  2015  2014 
  (in millions) 
Net income, as reported $184  $162 
After-tax adjustments to arrive at non-GAAP:        
Runners Point Group integration costs     1 
Tradename impairment     1 
Net income, non-GAAP $184  $164 
Diluted EPS, as reported $1.29  $1.10 
After-tax adjustments to arrive at non-GAAP:        
Runners Point Group integration costs      
Tradename impairment     0.01 
Diluted EPS, non-GAAP $1.29  $1.11 

Segment Information



The Company has determined that its reportable segments are those that are based on its method of internal reporting. The Company has two reportable segments, Athletic Stores and Direct-to-Customers. The Company evaluates performance based on several factors, of which the primary financial measure is division results. Division profit reflects income before income taxes, corporate expense, non-operating income, and net interest expense.

The following table summarizes results by segment:



 

 

 

 

 

 

 

 

 

 

 Thirteen weeks ended 

 

Thirteen weeks ended

 

 May 2, May 3, 

 

April 30,

 

May 2,

 

 2015  2014 

  

2016

 

2015

 

 (in millions) 

 

($ in millions)

Sales        

 

 

 

 

 

Athletic Stores $1,681  $1,657 

 

$

1,735 

 

$

1,681 

 

Direct-to-Customers  235   211 

 

252 

 

 

235 

 

 $1,916  $1,868 

 

$

1,987 

 

$

1,916 

 

Operating Results        

 

 

 

 

 

 

Athletic Stores(1)  $267  $247 

Athletic Stores

 

$

277 

 

$

267 

 

Direct-to-Customers  40   28 

 

38 

 

 

40 

 

Division profit  307   275 

 

315 

 

 

307 

 

Less: Corporate expense  17   21 

 

19 

 

 

17 

 

Operating profit  290   254 

 

296 

 

 

290 

 

Other income (2)   1   1 

Other income (1)

 

 

 

 

Earnings before interest expense and income taxes  291   255 

 

298 

 

 

291 

 

Interest expense, net  1   1 

 

 —

 

 

 

Income before income taxes $290  $254 

 

$

298 

 

$

290 

 



(1)

     

During the first quarter of 2014, the Company recorded a non-cash impairment charge of $1 million to fully write down the remaining value of the tradename related to the Company’s stores in the Republic of Ireland, reflecting historical and projected underperformance.
(2)

Other income includes non-operating items, such as lease termination gains, royalty income, insurance recoveries and the changes in fair value, premiums paid, and realized gains associated with foreign currency option contracts.



Athletic Stores

 

 

 

 

 

 Thirteen weeks ended 

 

 

 

 

 

 May 2, May 3, 

 

Thirteen weeks ended

 

 2015  2014 

 

April 30, 2016

 

May 2, 2015

 

 (in millions) 

 

($ in millions)

Sales $1,681  $1,657 

 

$

1,735 

 

$

1,681 

 

$ Change $24     

 

$

54 

 

$

 

 

% Change  1.4%    

 

 

3.2 

%

 

 

 

Division profit $267  $247 

 

$

277 

 

$

267 

 

Division profit margin  15.9%  14.9%

 

16.0 

%

 

15.9 

%



Excluding the effect of foreign currency fluctuations, Athletic Stores segment sales increased 7.2by 3.4 percent for the thirteen weeks ended May 2, 2015,April 30, 2016 as compared with the corresponding prior-year period. Comparable-store sales increased by 6.52.2 percent for the thirteen weeks ended May 2, 2015.April 30, 2016.



The growth inOur comparable-store sales growth was led primarily by our international divisions specificallyand was largely driven by the performance of Foot Locker Europe and Foot Locker Asia Pacific. Foot Locker Europe benefited from strong performances in lifestyle running and basketballCanada.  The footwear while apparel sales increased modestly. All major countriesgrowth for Foot Locker Europe was driven by lifestyle running and classic court styles. Children’s footwear sales also performed well. Foot Locker Canada experienced comparable-salesstrong footwear sales largely driven by men’s basketball styles, which benefited from the excitement and elevated product offerings surrounding the NBA All-Star Game held in Toronto, Ontario.

These increases were partially offset by comparable-store declines for Runners Point and Sidestep as they continued to face assortment and traffic challenges. Our focus for these banners is to improve and better diversify our product offerings along with providing a more elevated in-store experience. Management believes that these initiatives, along with marketing campaigns targeted to improve traffic to the stores, will position the banners for future growth.  

19


Domestically, all formats generated comparable-store sales gains as comparedfor the quarter, with the corresponding prior year period.

exception of Footaction, which generated a negative result for the quarter. Champs Sports led the overall domestic comparable-store sales increase, which was driven by footwear.  Champs Sports benefited from strong sales from lifestyle running and casual styles. Lifestyle running and classic court styles were the primary drivers of footwear sales across the domestic banners, both in men’s and women’s footwear. This was partially offset by declines in men’s basketball, particularly certain marquee player shoes. The increasedecline in sales inof basketball styles was the U.S. was attributable to Foot Locker, Footaction, and Kids Foot Locker. primary factor for Footaction’s comparable-store decrease.

While Lady Foot Locker’sLocker/SIX:02’s overall sales declineddecreased during the quarter, due to store closures, the banner experienced its fourth consecutive quarterlycombined banners produced a positive comparable-store sales gain.result. The focus on serving the female customer’s fitness-driven lifestyle has resonated with customers, as both footwear and apparel grew on a comparable-store basis. Champs Sports experienced a modest comparable-storeoverall sales decline largely reflectingresulted from the closure of 38 Lady Foot Locker stores partially offset by the opening of 11 SIX:02 stores. The comparable-store gain was primarily attributed to footwear sales growth, as women’s lifestyle, running, and court styles performed well. The gain in footwear was partially offset by a continued  decline in sales of branded apparel. We are continuing to work with our vendors to refine our assortment of women’s apparel sales due primarily to a fashion shift away from licensed apparel products.include more athletically-inspired lifestyle assortments.  



Athletic Stores division profit increased 8.13.7 percent for the thirteen weeks ended May 2, 2015,April 30, 2016, as compared with the corresponding prior-year period. Division profit, as a percentage of sales was 15.9increased to 16.0 percent for the thirteen weeks ended May 2, 2015April 30, 2016 as compared with 14.915.9 percent for the corresponding prior-year period. This primarily reflects improved sales,The division profit margin as of April 30, 2016 reflected an improved grossmerchandise margin rate driven primarily by improved leverage of fixed occupancy expenses, and diligent expense management. Included in the results of the Athletic Stores segmenta lower markdown rate.

Direct-to-Customers



 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

Thirteen weeks ended

 



 

April 30, 2016

 

May 2, 2015

 



 

($ in millions)

Sales

 

$

252 

 

$

235 

 

$ Change

 

$

17 

 

 

 

 

% Change

 

 

7.2 

%

 

 

 

Division profit

 

$

38 

 

$

40 

 

Division profit margin

 

 

15.1 

%

 

17.0 

%

Comparable-sales for the thirteen weeks ended May 3, 2014 is a $1 million impairment charge.

Direct-to-Customers

  Thirteen weeks ended 
  May 2,  May 3, 
  2015  2014 
  (in millions) 
Sales $235  $211 
$ Change $24  $ 
% Change  11.4%    
Division profit $40  $28 
Division profit margin  17.0%  13.3%

Excluding the effect of foreign currency fluctuations, Direct-to-Customers segment sales increased 13.3by 7.3 percent for the thirteen weeks ended May 2, 2015,April30, 2016. This increase was fueled by the continued growth of ecommerce associated with our store-banner websites, both domestically and internationally. Partially offsetting this increase were declines in our Eastbay and Runners Point businesses, coupled with lower shipping and handling revenue as compared withour customers continue to prefer free shipping offers.

Footwear continues to be our strongest category and was led by Jordan, women’s casual styles, and children’s footwear, each of which posted strong comparable-sales gains during the corresponding prior-year period. Comparablequarter. Eastbay’s sales increased by 18.5 percentdecreased for the thirteen weeks ended May 2, 2015. Increases were primarily the resultApril 30, 2016 reflecting a decline in sales of continued strong sales performance of the Company’s domestic store-banner websites, coupled with growth from the international e-commerce businesses, particularly in Europe. Sales at each of the U.S. store-banner websites increased significantly, increasing collectively over 47 percent, reflecting the continued success and expansion of the connectivity of store banners to the e-commerce sites. The segment was led by basketball, casual, and training styles which all posted strong comparable sales gains during the period. These increases were offset, in part, by the fact that during 2014 the CCS business was shut down.performance-related product.

  

Direct-to-Customers division profit for the thirteen weeks ended May 2, 2015 increasedApril 30, 2016 decreased by $12 million to $40$2 million as compared with the corresponding prior-year period. Division profit, as a percentage of sales, was 17.015.1 percent for the thirteen weeks ended May 2, 2015April 30, 2016, as compared with 13.317.0 percent for the corresponding prior-year period. The increaseThis decline was driven by a lower gross margin rate primarily reflects strong flow-throughas a result of sales to profit, resulting from improved gross margins due to more full-price sellinglower shipping and diligent expense management. In addition, division profit in the prior period was negatively affected by the CCS business which was shut down during 2014.handling revenue.

20


Corporate Expense



 

 

 

 

 

 

 

 

 

 

 Thirteen weeks ended 

 

Thirteen weeks ended

 

 May 2, May 3, 

 

April 30,

 

May 2,

 

 2015  2014 

  

2016

 

2015

 

 (in millions) 

 

($ in millions)

Corporate expense $17  $21 

 

$

19 

 

$

17 

 

$ Change $(4)    

 

$

 

 

 

 

Corporate expense consists of unallocated SG&A, as well as depreciation 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. Depreciation and amortization included in corporate expense was $3 million for both the thirteen weeks ended April 30, 2016 and May 2, 2015 and May 3, 2014.2015. 



The $4 million decrease in corporate expense in the first quarter of 2015 is primarily related to the fact that, in the first quarter of 2014, a $2 million charge was recorded to increase legal reserves. In addition, the prior year included costs related to the integration of Runners Point Group of $1 million. Based upon an annual internal studyallocation of corporate expense the allocation of such expenses to the operating divisions wasis adjusted annually based upon an internal study; accordingly, the allocation increased by $1$2 million for the thirteen weeks ended April 30, 2016, thus reducing corporate expense. Excluding the corporate allocation change as well as depreciation and amortization, corporate expense, as compared with the corresponding prior-year periods, increased by $4 million for the thirteen weeks ended April 30, 2016. The $4 million increase in corporate expense for the thirteen weeks ended April 30, 2016 was primarily related to costs incurred in connection with the relocation of our corporate headquarters within New York City. This relocation was completed during the first quarter of 2015, thereby reducing corporate expense.quarter. 



Liquidity and Capital Resources

Liquidity

The Company’s primary source of liquidity has been cash flow from earnings, while the principal uses of cash have been to:been: to fund inventory and other working capital requirements; to finance capital expenditures related to store openings, store remodelings, Internet and mobile sites, information systems, and other support facilities; to make retirement plan contributions, quarterly dividend payments, and interest payments; and to fund other cash requirements to support the development of its short-term and long-term operating strategies. The Company generally finances real estate with operating leases. Management believes its cash, cash equivalents, and future cash flow from operations will be adequate to fund these requirements.



The Company may also from time to time repurchase its common stock or seek to retire or purchase outstanding debt through open market purchases, privately negotiated transactions, or otherwise. Share repurchases and retirement of debt, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material. As of May 2, 2015,April 30, 2016, approximately $927$549 million remained available under the Company’s current $1 billion share repurchase program.

As discussed further in the Legal Proceedings note under “Item 1. Financial Statements,” during the third quarter of 2015 the Company recorded a pre-tax charge of $100 million ($61 million after-tax). In light of the uncertainties involved in this matter, there is no assurance that the ultimate resolution will not differ from the amount currently accrued by the Company. The $100 million charge has been classified as a long-term liability due to the uncertainty involved with the resolution of this litigation, as the appeals process can be lengthy. The pension plan is currently sufficiently funded to absorb a $100 million liability and, accordingly, we do not anticipate the need to make any pension contributions in the near term in connection with this matter.  The timing and the amount of contributions to the pension plan are dependent on the funded status of the plan and various other factors, such as interest rates and the performance of the plan’s assets.



Any material adverse change in customer demand, fashion trends, competitive market forces, or customer acceptance of the Company’s merchandise mix and retail locations, uncertainties related to the effect of competitive products and pricing, the Company’s reliance on a few key vendors for a significant portion of its merchandise purchases and risks associated with global product sourcing,  economic conditions worldwide, the effects of currency fluctuations, as well as other factors listed under the heading “Disclosure Regarding Forward-Looking Statements,” could affect the ability of the Company to continue to fund its needs from business operations.

21


Operating Activities

 

 

 

 

 

 

 

 

 Thirteen weeks ended 

Thirteen weeks ended

 May 2, May 3, 

April 30,

 

May 2,

 2015  2014 

2016

 

2015

 (in millions) 

($ in millions)

Net cash provided by operating activities $213  $272 

$

212 

 

$

213 
$ Change $(59)    

$

(1)

 

 

 



The amount provided by operating activities reflects net income adjusted for non-cash items and working capital changes. Adjustments to net income for non-cash items include non-cash impairment charges, depreciation and amortization, share-based compensation expense,  and share-based related tax benefits.  The decrease from the prior year primarily reflects working capital changes and an increase in cash paid for income taxesa $25 million contribution to the U.S. qualified pension plan made during the thirteen weeks ended May 2, 2015. The increasefirst quarter of cash paid for taxes of $43 million reflected higher amounts paid due to2016.  No contribution was made in the Company’s earnings strength.prior-year period.

19

Investing Activities

 

 

 

 

 

 

 

 

 Thirteen weeks ended 

Thirteen weeks ended

 May 2, May 3, 

April 30,

 

May 2,

 2015  2014 

2016

 

2015

 (in millions) 

($ in millions)

Net cash used in investing activities $60  $42 

$

65 

 

$

60 
$ Change $18     

$

 

 

 



Capital expenditures represented an $11a $5 million increase from the prior year, related towhich reflected a higher number of store projects in progress for the current year, as well as increased spending on corporate technology projects. The Company’s full yearfull-year forecast for capital expenditures is $218$292 million, which includes $172$216 million related to the remodeling or relocation of existing stores and approximately 100 new store openings, as well as $46$76 million for the development of information systems, websites, infrastructure, and infrastructure. The prior year included $7 million from the sales and maturities of short-term investments.our corporate headquarters relocation within New York City. 

Financing Activities

  Thirteen weeks ended 
  May 2,  May 3, 
  2015  2014 
  (in millions) 
Net cash used in financing activities $127  $86 
$ Change $41     



Financing Activities



 

 

 

 

 



 

 

 

 

 



Thirteen weeks ended



April 30,

 

May 2,



2016

 

2015



($ in millions)

Net cash used in financing activities

$

112 

 

$

127 

$ Change

$

(15)

 

 

 

During the first quarter of 2015,thirteen weeks ended April 30, 2016, the Company repurchased 2,300,0001,371,174 shares of its common stock for $129$88 million, as compared with 1,530,2532,300,000 shares repurchased for $70$129 million in the corresponding prior-year period. The Company declared and paid dividends during the first quartersquarter of 2016 and 2015 and 2014 of $35$37 million and $32$35 million, respectively. This represents quarterly rates of $0.25$0.275 and $0.22$0.25 per share for 2016 and 2015, and 2014, respectively.respectively. Additionally, the Company received proceeds from the issuance of common stock in connection with employee stock programs of $23$7 million and $10$23 million for the thirteen weeks ended April 30, 2016 and May 2, 2015, and May 3, 2014, respectively. In connection with stock option exercises and share-based compensation programs, the Company recorded excess tax benefits of $14$6 million and $7$14 million as a financing activity for the thirteen weeks ended April 30, 2016 and May 2, 2015, and May 3, 2014, respectively. The increaseddecreased excess tax benefit primarily reflected the higha lower number of stock option exercises during the first quarter of 2015. The activity during 2014 also reflected payments on capital lease obligations of $1 million.2016 as compared with the corresponding prior-year period. 

22


Critical Accounting Policies and Estimates



There have been no significant changes to the Company’s critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in the Annual Report on Form 10-K for the fiscal year ended January 31, 2015.30, 2016.



Recent Accounting Pronouncements



RecentlyDescriptions of the recently issued accounting pronouncements did not, orprinciples are not believed by managementincluded Item 1. “Financial Statements” in Note 1,  Summary of Significant Accounting Policies, to have a material effect on the Company’s present or future consolidated financial statements.Condensed Consolidated Financial Statements.

Disclosure Regarding Forward-Looking Statements



This report contains forward-looking statements within the meaning of the federal securities laws. Other than statements of historical facts, all statements which address activities, events, or developments that the Company anticipates will or may occur in the future, including, 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 statements. These forward-looking statements are based on many assumptions and factors which are 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 and pricing, customer acceptance of the Company’s merchandise mix and retail locations, the Company’s reliance on a few key suppliers for a majority of its merchandise purchases (including a significant portion from one key supplier), cybersecurity breaches, pandemics and similar major health concerns, unseasonable weather, deterioration of global financial markets, economic conditions worldwide, deterioration of business and economic conditions, any changes in business, political and economic conditions due to the threat of future terrorist activities in the United States or in other parts of the world and related U.S. military action overseas, the ability of the Company to execute its business and strategic plans effectively with regard to each of its business units, and risks associated with global product sourcing, including political instability, changes in import regulations, and disruptions to transportation services and distribution.



For additional discussion on risks and uncertainties that may affect forward-looking statements, see “Risk Factors” disclosed in the 20142015 Annual Report on Form 10-K.10-K. Any changes in such assumptions or factors could produce significantly different results. The Company undertakes no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise.

23


 

Item 4. ControlsControls and Procedures



The Company’s management performed an evaluation under the supervision and with the participation of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), and completed an evaluation as of May 2, 2015April 30, 2016 of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective to ensure 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, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.



During the quarter ended May 2, 2015,April 30, 2016, there were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) that materially affected or are reasonably likely to affect the Company’s internal control over financial reporting.



PART II - OTHER INFORMATION



Item 1. LegalLegal Proceedings

Legal proceedings pending against the Company or its consolidated subsidiaries consist of ordinary, routine litigation, including administrative proceedings, incidental to the business of the Company or businesses that have been sold or disposed of by the Company in past years. These legal proceedings include commercial, intellectual property, customer, environmental, and employment-related claims.



Certain ofInformation regarding the Company’s subsidiaries are defendantslegal proceedings is contained in a number of lawsuits filed in state and federal courts containing various class action allegationsthe Legal Proceedings note under federal or state wage and hour laws, including allegations concerning unpaid overtime, meal and rest breaks, and uniforms.Item 1. “Financial Statements.”



The Company is a defendant in one such case in which plaintiff alleges that the Company permitted unpaid off-the-clock hours in violation of the Fair Labor Standards Act and state labor laws. The case,Pereira v. Foot Locker, was filed in the U.S. District Court for the Eastern District of Pennsylvania in 2007. In his complaint, in addition to unpaid wage and overtime allegations, plaintiff seeks compensatory and punitive damages, injunctive relief, and attorneys’ fees and costs. In 2009, the Court conditionally certified a nationwide collective action. During the course of 2010, notices were sent to approximately 81,888 current and former employees of the Company offering them the opportunity to participate in the class action, and approximately 5,027 have opted into the class action.

The Company is a defendant in additional purported wage and hour class actions that assert claims similar to those asserted inPereira and seek similar remedies. With the exception ofHill v. Foot Locker filed in state court in Illinois,Kissinger v. Foot Locker filed in state court in California, andCortes v. Foot Locker filed in federal court in New York, all of these actions were consolidated by the United States Judicial Panel on Multidistrict Litigation withPereiraunder the captionIn re Foot Locker, Inc. Fair Labor Standards Act and Wage and Hour Litigation.InHill v. Foot Locker, in May 2011, the court granted plaintiffs’ motion for certification of an opt-out class covering certain Illinois employees only. The Company and plaintiffs have entered into a proposed settlement agreement to resolve the consolidated cases, Hill andCortes,that is subject to court approval. The court recently granted preliminary approval of the proposed settlement agreement.

The Company and the Company’s U.S. retirement plan are defendants in a purported class action (Osberg v. Foot Locker, filed in the U.S. District Court for the Southern District of New York) in which the plaintiff alleges that, in connection with the 1996 conversion of the retirement plan to a defined benefit plan with a cash balance formula, the Company and the retirement plan failed to properly advise plan participants of the “wear-away” effect of the conversion. Plaintiff’s current claims are for breach of fiduciary duty under the Employee Retirement Income Security Act of 1974 and violation of the statutory provisions governing the content of the Summary Plan Description. The district court issued rulings certifying the class. The Company sought leave to appeal the class certification rulings to the U.S. Court of Appeals for the Second Circuit, but these applications were denied. Trial has been adjourned to July 13, 2015.

Management does not believe that the outcome of any such legal proceedings pending against the Company or its consolidated subsidiaries, includingIn re Foot Locker, Inc. Fair Labor Standards Act and Wage and Hour Litigation,Hill, Cortes, Kissinger,and Osberg,as described above, would have a material adverse effect on the Company’s consolidated financial position, liquidity, or results of operations, taken as a whole. Litigation is inherently unpredictable, and judgments could be rendered or settlements entered that could adversely affect the Company’s operating results or cash flows in a particular period.

Item 1A. Risk Factors



There were no material changes to the risk factors disclosed in the 20142015 Annual Report on Form 10-K.



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



The following table provides information with respect to shares of the Company’s common stock that the Company repurchased during the thirteen weeks ended May 2, 2015:April 30, 2016:  



Date Purchased Total Number
of Shares
Purchased(1)
  Average
Price Paid
per Share(1)
  Total Number of
Shares
Purchased as
Part of Publicly
Announced
Program(2)
  Approximate
Dollar Value of
Shares that may
yet be Purchased
Under the
Program(2)
 
February 1, 2015 through February 28, 2015  1,661,657  $54.23   1,660,884  $966,230,006 
March 1, 2015 through April 4, 2015  315,970  $61.29   190,216  $954,731,648 
April 5, 2015 through May 2, 2015  448,900  $60.92   448,900  $927,383,837 
   2,426,527  $56.39   2,300,000     



 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

Approximate



 

 

 

 

 

 

Total Number of

 

Dollar Value of



 

Total

 

Average

 

Shares Purchased as

 

Shares that may



 

Number

 

Price

 

Part of Publicly

 

yet be Purchased



 

of Shares

 

Paid Per

 

Announced

 

Under the

Date Purchased

 

Purchased (1)

 

Share (1) 

 

Program (2)

 

Program (2)

Jan. 31, 2016 - Feb. 27, 2016

 

578,831 

 

$

65.53 

 

576,674 

 

$

599,067,681 

Feb. 28, 2016 - Mar. 2, 2016

 

682,336 

 

 

63.81 

 

600,000 

 

 

560,891,566 

Mar. 3, 2016 - Apr. 30, 2016

 

194,500 

 

 

61.08 

 

194,500 

 

 

549,011,610 



 

1,455,667 

 

 

64.13 

 

1,371,174 

 

 

 



(1)

(1)

These columns also reflect shares acquired in satisfaction of the minimum statutory tax withholding obligationobligations of holders of restricted stock awards and units which vested during the quarter.quarter, as well as shares repurchased pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934. The calculation of the average price paid per share includes all fees, commissions, and other costs associated with the repurchase of such shares.

(2)

The month of February includes 1,050,784 shares purchased, at an average cost of $53.58 per share, under the Company’s previous $600 million share repurchase program.  

On February 17, 2015, the Board of Directors approved a new 3-year, $1 billion share repurchase program extending through January 2018. All subsequent share repurchases were made under the new program.   



Item 6. Exhibits

     (a)    

Exhibits

The exhibits that are in this report immediately follow the index.

24


SIGNSIGNATUREATURE



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



Date: June 8, 2016

FOOT LOCKER, INC. 

Date: June 11, 2015(Company) 

/s/ Lauren B. Peters 

LAUREN B. PETERS

Executive Vice President and Chief Financial Officer 

25


FOOT LOCKER, INC.

INDEX OF  EXHIBITS



INDEX OF EXHIBITS REQUIRED BY ITEM 6(a) OF FORM 10-Q

AND FURNISHED IN ACCORDANCE WITH ITEM 601 OF REGULATION S-K



Number

Description

10.1†

Exhibit No.

Description

10.1†

Form of Senior Executive EmploymentRestricted Stock Unit Award Agreement for RSU portion of long-term incentive compensation awards (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K dated April 20, 2015,March 23, 2016 filed on April 20, 2015)March 29, 2016).

10.2†

Form of Restricted Stock Unit Award Agreement for long-term incentive RSU awards (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K dated March 23, 2016 filed on March 29, 2016).

12*

10.3†

Long-Term Incentive Compensation Plan, as Amended and Restated (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K dated March 23, 2016 filed on March 29, 2016).

10.4

Credit Agreement, dated as of May 19, 2016, among Foot Locker, Inc., a New York corporation, the guarantors party thereto, the lenders party thereto and Wells Fargo, National Association, as agent, letter of credit issuer and swing line lender (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K dated May 19, 2016 filed on May 19, 2016).

12*

Computation of Ratio of Earnings to Fixed Charges.

15*

Accountants’ Acknowledgement.

15*

31.1*

Accountants’ Acknowledgement.
31.1*

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

31.2*

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32**

32**

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99*

99*

Report of Independent Registered Public Accounting Firm.

101.INS*

101.INS*

XBRL Instance Document.

101.SCH*

XBRL Taxonomy Extension Schema.

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase.

101.DEF*

XBRL Taxonomy Extension Definition Linkbase.

101.LAB*

XBRL Taxonomy Extension Label Linkbase.

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase.

 

Management contract or compensatory plan or arrangement.

*

Filed herewith.

**

Furnished herewith.

24



26