Foot Locker, Inc., through its subsidiaries, operates in two reportable segments – Athletic Stores and Direct-to-Customers. The Athletic Stores segment is one of the largest athletic footwear and apparel retailers in the world, whose formats include Foot Locker, Lady Foot Locker, Kids Foot Locker, Champs Sports and Footaction. The Direct-to-Customers segment reflects Footlocker.com, Inc., which sells, through its affiliates, including Eastbay, Inc., to customers through catalogs and Internet websites. The Company also operated the Family Footwear segment which included the retail format under the Footquarters brand name during the second quarter of 2007. During the third quarter of 2007, the Company converted the Footquarters stores, which were the only stores reported under the Family Footwear segment, to Foot Locker and Champs Sports outlet stores.
At August 2, 2008, the Company operated 3,728 stores as compared with 3,785 at February 2, 2008. During the first half of 2008, the Company opened 40 stores, remodeled or relocated 162 stores and closed 97 stores.
In March of 2006, the Company entered into a ten-year area development agreement with the Alshaya Trading Co. W.L.L., in which the Company agreed to enter into separate license agreements for the operation of Foot Locker stores located within the Middle East. Additionally in March 2007, the Company entered into a ten-year agreement with another third party for the exclusive right to open and operate Foot Locker stores in the Republic of South Korea. A total of 14 franchised stores were operational at August 2, 2008. Revenue from the 14 franchised stores was not significant for the thirteen and twenty-six weeks ended August 2, 2008 or August 4, 2007. These stores are not included in the Company’s operating store count above.
All references to comparable-store sales for a given period relate to sales of stores that are open at the period-end and that have been open for more than one year. Accordingly, stores opened and closed during the period are not included. Sales from the Direct-to-Customers segment are included in the calculation of comparable-store sales for all periods presented. Division profit (loss) reflects income (loss) before income taxes, corporate expense, non-operating income and net interest expense. The following table summarizes sales and operating results by segment:
Sales of $1,302 million for the thirteen weeks ended August 2, 2008 increased 1.5 percent from sales of $1,283 million for the thirteen weeks ended August 4, 2007. For the twenty-six weeks ended August 2, 2008 sales of $2,611 million increased 0.5 percent from sales of $2,599 million for the twenty-six week period ended August 4, 2007. Excluding the effect of foreign currency fluctuations, total sales for the thirteen week and twenty-six week periods decreased 1.7 percent and 2.7 percent, respectively, as compared with the corresponding periods. Comparable-store sales decreased by 0.5 percent and 1.7 percent, for the thirteen and twenty-six weeks ended August 2, 2008, respectively.
Gross margin, as a percentage of sales, increased to 27.7 percent for the thirteen weeks ended August 2, 2008 as compared with 23.5 percent in the corresponding prior-year period. Gross margin, as a percentage of sales, of 27.8 percent for the twenty-six weeks ended August 2, 2008 increased as compared with 25.5 percent in the corresponding prior-year period. For the thirteen and twenty-six weeks ended August 2, 2008, the occupancy and buyers’ salary expense rate increased by 20 and 60 basis points, respectively, as a percentage of sales, whereas the merchandise rate for the thirteen and twenty-six weeks ended August 2, 2008 improved by 440 and 290 basis points, respectively, primarily reflecting lower markdowns taken in the U.S. The effect of vendor allowances, as a percentage of sales, negatively affected gross margin by approximately 70 and 50 basis points for the thirteen and twenty-six weeks period ended August 2, 2008, respectively, as compared with the corresponding prior-year period.
Segment Analysis
Athletic Stores
Athletic Stores sales increased by 1.2 percent and 0.2 percent for the thirteen and twenty-six weeks ended August 2, 2008, respectively, as compared with the corresponding prior-year periods. Excluding the effect of foreign currency fluctuations, primarily related to the euro, sales from athletic stores decreased 2.4 percent and 3.2 percent for the thirteen and twenty-six weeks ended August 2, 2008, respectively, as compared with the corresponding prior-year periods. Comparable-store sales decreased by 1.1 percent and 2.2 percent for the thirteen and twenty-six weeks ended August 2, 2008, respectively. The decrease in sales, excluding the effect of foreign currency fluctuations, for the thirteen and twenty-six weeks ended August 2, 2008 was primarily related to fewer stores in the domestic operations and a comparable-store decline in Foot Locker Europe. Other international divisions reported increased sales for both the quarter and year-to-date periods of 2008. Domestically, footwear sales for the thirteen and twenty-six weeks ended August 2, 2008 increased, particularly in the basketball and running categories, while apparel sales declined significantly as compared with the corresponding prior-year periods. The decline in Foot Locker Europe’s sales primarily related to the decline in footwear sales; however the higher-priced technical footwear, particularly running, improved while apparel sales were essentially flat.
Athletic Stores division profit for the thirteen weeks ended August 2, 2008 increased to $39 million, or 3.2 percent, as a percentage of sales, from a division loss of $13 million for the thirteen weeks ended August 4, 2007. Athletic Stores division profit for the twenty-six weeks ended August 2, 2008 increased to $79 million, or 3.2 percent, as percentage of sales, from a division profit of $21 million for the twenty-six weeks ended August 4, 2007. Included in division profit for the thirteen-weeks and twenty-six weeks ended August 2, 2008 are $1 million and $5 million, respectively, in costs associated with the closure of underproductive stores, primarily lease termination costs. The increase in division profit is mainly attributable to increases in the U.S. divisions, offset, in part, by a decrease in Foot Locker Europe’s division profit. The increase in the U.S. divisions’ profit was related to lower promotional markdowns and reduced depreciation and amortization expense. While Foot Locker Europe remains profitable, with division operating profit margins for both the second quarter and year-to-date periods of 2008 in the high single digits, results for the twenty-six weeks ended August 2, 2008 were considerably lower than the corresponding prior-year period. Management will continue to monitor the progress of restoring division results to historical levels of profitability and will assess, if necessary, the impact of various initiatives on the projected performance, which may include an analysis of recoverability of store long-lived assets pursuant to SFAS No. 144.
Direct-to-Customers
Direct-to-Customers sales increased by 9.7 percent to $79 million and by 5.6 percent to $171 million for the thirteen and twenty-six weeks ended August 2, 2008, respectively, as compared with the corresponding prior-year periods. Internet sales increased by 14.0 percent to $65 million and by 10.2 percent to $140 million for the thirteen and twenty-six weeks ended August 2, 2008, respectively, as compared with the corresponding prior-year period. Increases in Internet sales were offset by a decline in catalog sales, reflecting the continuing trend of the Company’s customers to browse and select products through its catalogs, then make their purchases via the Internet. The increase in sales primarily represented footwear, in particular in the running and lifestyles categories.
Direct-to-Customers division profit increased 33.3 percent and 5.9 percent for thirteen and twenty-six weeks ended August 2, 2008, respectively, as compared with the corresponding prior-year periods. Division profit, as a percentage of sales, increased to 10.1 percent and 10.5 percent for the thirteen and twenty-six weeks ended August 2, 2008, respectively, as compared with 8.3 percent and 10.5 percent, respectively, in the corresponding prior-year periods. The increase in division profit for the thirteen weeks ended August 2, 2008 reflects an improved gross margin rate and expense control, as compared with the corresponding prior-year period.
Corporate Expense
Corporate expense consists of unallocated general and administrative expenses 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. Corporate expense for the thirteen weeks ended August 2, 2008 increased by $2 million to $19 million from the same period in the prior year. Corporate expense for the twenty-six weeks ended August 2, 2008 increased by $20 million to $53 million from the same period in the prior year. Included in the twenty-six weeks ended August 2, 2008 is the impairment charge of $15 million associated with a note receivable due from the purchaser of the Company’s former Northern Group operation in Canada. The remaining increase for both the thirteen and twenty-six weeks ended August 2, 2008 represents primarily increased incentive compensation.
Page 16 of 28
Selling, General and Administrative
Selling, general and administrative expenses (“SG&A”) of $299 million increased by $13 million, or 4.5 percent, in the second quarter of 2008 as compared with the corresponding prior-year period. SG&A of $598 million increased by $22 million, or 3.8 percent, in the first half of 2008 as compared with the corresponding prior-year period. SG&A, as a percentage of sales increased to 23.0 percent for the thirteen weeks ended August 2, 2008 as compared with 22.3 percent in the corresponding prior-year period. SG&A, as a percentage of sales increased to 22.9 percent for the twenty-six weeks ended August 2, 2008 as compared with 22.2 percent in the corresponding prior-year period. Excluding the effect of foreign currency fluctuations, SG&A increased $3 million and $2 million for the thirteen and twenty-six weeks ended August 2, 2008, respectively, as compared with the corresponding prior-year periods. The increase in the thirteen weeks ended August 2, 2008 primarily reflects the increase in corporate expense. The increase in the twenty-six weeks ended August 2, 2008 primarily reflects the increase in corporate expense, partially offset by lower operating expenses.
Depreciation and Amortization
Depreciation and amortization decreased by $11 million in the second quarter of 2008 to $33 million as compared with $44 million for the second quarter 2007. Depreciation and amortization decreased by $22 million for the twenty-six weeks ended August 2, 2008 to $65 million as compared with $87 million for the twenty-six weeks ended August 4, 2007. The decrease primarily reflects reduced depreciation and amortization associated with the impairment charges recorded during the third and fourth quarters of 2007.
Interest Expense
Interest expense was $4 million and $5 million for the thirteen week periods ended August 2, 2008 and August 4, 2007. Interest expense was $9 million and $10 million for the twenty-six week periods ended August 2, 2008 and August 4, 2007. Interest income decreased to $2 million for the thirteen weeks ended August 2, 2008, from $5 million for the thirteen weeks ended August 4, 2007. Interest income decreased to $6 million for the twenty-six weeks ended August 2, 2008, from $10 million for the twenty-six weeks ended August 4, 2007. Interest expense decreased as a result of lower debt balances offset by additional expense related to the net investment hedges. The decrease in interest income was primarily the result of lower interest rates on cash and cash equivalents.
Other Income / Expense
Other income of $2 million for the thirteen and twenty-six week periods ended August 2, 2008 is primarily related to a lease termination gain. Other expense of $1 million for the thirteen and twenty-six week periods ended August 4, 2007 represents premiums paid on foreign currency option contracts and changes in the fair value of these contracts.
Income Taxes
The Company’s effective tax rate for the thirteen and twenty-six weeks ended August 2, 2008 was 36.8 percent and 51.3 percent as compared with 38.4 percent and 71.6 percent for the corresponding prior-year periods. The effective rate for the twenty-six weeks ended August 2, 2008 reflects the establishment in the first quarter a valuation allowance related to the tax benefit associated with the impairment of the Northern Group note receivable, while last year's first half was distorted by the very low level of pre-tax book income as well as the mix of U.S. and international earnings. The Company expects its effective rate to approximate 35.5 percent for the full year of 2008, excluding the effect of the Northern note valuation allowance. The actual rate will depend in significant part on the proportion of the Company's worldwide income that is earned in the U.S.
Net Income (Loss)
The Company reported net income of $18 million, or $0.11 per share, for the second quarter ended August 2, 2008 compared with a net loss of $18 million, or $0.12 per share, for the second quarter ended August 4, 2007. Net income for the twenty-six weeks ended August 2, 2008 was $21 million, or $0.13 per share. This compares to a net loss of $1 million, or $0.01 per share for the twenty-six weeks ended August 4, 2007. Included in the twenty-six weeks ended August 2, 2008 are charges totaling $20 million (pre-tax), or $0.13 per share, representing an impairment charge of $15 million related to the Northern Group note receivable and expenses of $5 million related to the store closing program.
LIQUIDITY AND CAPITAL RESOURCES
Generally, the Company’s primary source of cash has been from operations. The Company generally finances real estate with operating leases. The principal uses of cash have been to finance inventory requirements, capital expenditures related to store openings, store remodeling, and management information systems, and to fund general working capital requirements.
Management believes operating cash flows and the Company’s current credit facility will be adequate to fund its working capital requirements, pension contributions for the Company’s retirement plans, anticipated quarterly dividend payments, potential share repurchases, and to support the development of its short-term and long-term operating strategies.
Page 17 of 28
On May 16, 2008, the Company entered into an amended credit agreement with its banks, providing for a $175 million revolving credit facility and extending the maturity date to May 16, 2011 (the “Credit Agreement”). The Credit Agreement also provides an incremental facility of up to $100 million under certain circumstances. Simultaneously with entering the Credit Agreement, the Company repaid the $88 million that was outstanding on its term loan with the banks, which was scheduled to mature in May 2009. The Credit Agreement provides that the Company comply with certain financial covenants, including (i) a fixed charge coverage ratio of 1.25:1 for the 2008 fiscal year, 1.50:1 for the 2009 fiscal year, and 1.75:1 for each year thereafter and (ii) a minimum liquidity/excess cash flow covenant, which provides that if at the end of any fiscal quarter minimum liquidity is less than $350 million, the excess cash flow for the four consecutive fiscal quarters ended on such date must be at least $25 million. The amount permitted to be paid by the Company as dividends in any fiscal year is $105 million under the terms of the Credit Agreement. With regard to stock purchases, the Credit Agreement provides that not more than $50 million in the aggregate may be expended unless the fixed charge coverage ratio is at least 2.0:1 for the period of four consecutive fiscal quarters most recently ended prior to any stock repurchase. Additionally, the Credit Agreement provides for a security interest in certain of the Company’s intellectual property and certain other non-inventory assets. The Company is in compliance with all of its covenants as of August 2, 2008.
Any materially 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 foreign global sourcing or economic conditions worldwide, 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.
Net cash provided by operating activities was $159 million and $53 million for the twenty-six weeks ended August 2, 2008 and August 4, 2007, respectively. During the twenty-six weeks ended August 2, 2008, the Company recorded a non-cash impairment charge of $15 million related to the Northern Group note receivable. The increase in operating cash flows primarily relates to the reduction in inventory purchases, net of accounts payable as well as reduced income tax payments. The reduction in inventory purchases reflects a strategic priority designed to increase inventory turnover. Additionally, during the twenty-six weeks ended August 2, 2008 the Company contributed $6 million to its Canadian qualified pension plan. No contributions to the U.S. or Canadian pension plans were made during the twenty-six weeks ended August 4, 2007. Due to the pension asset performance experienced year-to-date, the Company may make a contribution during 2009 to its U.S. qualified pension plan. The Company is in the process of evaluating the amount and timing of the contribution. The contribution amount will depend on the outcome of the Company’s elections under the Pension Protection Act, as well as the plan asset performance for the balance of the year. The amount expected to be contributed to the Canadian plan during 2009 is approximately $3 million.
Net cash used in investing activities was $77 million for the twenty-six weeks ended August 2, 2008. Net cash provided by investing activities was $7 million for the twenty-six weeks ended August 4, 2007. During the twenty-six weeks ended August 2, 2008, the Company did not purchase or sell short-term investments. This compares with net sales of $90 million in the corresponding prior-year period. Capital expenditures were $79 million for the twenty-six weeks ended August 2, 2008 as compared with $83 million in the corresponding prior-year period. Capital expenditures forecasted for the full-year of 2008 are approximately $159 million, of which $132 million relates to modernizations of existing stores and new store openings, and $27 million reflects the development of information systems and other support facilities. The Company has the ability to revise and reschedule the anticipated capital expenditure program should the Company’s financial position require it.
Net cash used in financing activities was $139 million and $82 million for the twenty-six weeks ended August 2, 2008 and August 4, 2007, respectively. During the second quarters of 2008 and 2007, the Company made payments of $88 million and $2 million, respectively, related to its 5-year term loan. During the twenty-six weeks ended August 2, 2008, the Company purchased and retired $6 million of the $200 million 8.50 percent debentures payable in 2022. The Company recorded an excess tax benefit related to stock-based compensation of $1 million for the twenty-six weeks ended August 4, 2007. The Company declared and paid dividends totaling $47 million and $39 million, for the twenty-six weeks ended August 2, 2008 and August 4, 2007, respectively. The Company received proceeds from the issuance of common stock in connection with employee stock programs of $2 million and $8 million for the twenty-six weeks ended August 2, 2008 and August 4, 2007, respectively. The Company purchased 2,283,254 shares of its common stock during the twenty-six weeks ended August 4, 2007 for approximately $50 million.
Recent Accounting Pronouncements
In March 2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities - An Amendment of FASB Statement No. 133” (“SFAS No. 161”). SFAS No. 161 amends SFAS No. 133 by requiring expanded disclosures about an entity’s derivative instruments and hedging activities. SFAS No. 161 requires qualitative disclosures about objectives and strategies for using derivative instruments, quantitative disclosures about the fair values of derivative instruments and their gains and losses, and disclosures about credit-risk-related contingent features in derivative instruments. SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Company is currently assessing the effect that the adoption of this standard will have on its financial statement disclosures.
In April 2008, the FASB issued FASB Staff Position (“FSP 142-3”) No. FAS 142-3, “Determination of the Useful Life of Intangible Assets.” FSP No. FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets.” This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company is currently assessing the potential effect of FSP 142-3 on its financial statements.
In May 2008, the FASB issued FASB Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements that are presented in conformity with generally accepted accounting principles in the United States. This statement is not expected to change existing practices but rather reduce the complexity of financial reporting. This statement will go into effect 60 days after the SEC approves related auditing rules.
In June 2008, the FASB issued FASB Staff Position (FSP) EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” FSP EITF 03-6-1 provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. The FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. Upon adoption, a company is required to retrospectively adjust its earnings per share data (including any amounts related to interim periods, summaries of earnings and selected financial data) to conform with the provisions of FSP EITF 03-6-1. The Company is currently assessing the potential effect of FSP EITF 03-6-1on its financial statements.
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 February 2, 2008.
Page 18 of 28
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of the federal securities laws. All statements, other than statements of historical facts, which address activities, events or developments that the Company expects or anticipates will or may occur in the future, including, but not limited to, such things as future capital expenditures, expansion, strategic plans, 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 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 vendors for a majority of its merchandise purchases (including a significant portion from one key vendor), unseasonable weather, economic conditions worldwide, 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 plans effectively with regard to each of its business units, risks associated with foreign global sourcing, including political instability, changes in import regulations, and disruptions to transportation services and distribution. 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.
Item 4. Controls 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 August 2, 2008 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 form, 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 August 2, 2008, 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. 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, as well as litigation incidental to the sale and disposition of businesses that have occurred in past years. These legal proceedings include commercial, intellectual property, customer, and labor-and-employment-related claims. Certain of the Company’s subsidiaries are defendants in a number of lawsuits filed in state and federal courts containing various class action allegations under state wage and hour laws, including allegations concerning classification of employees as exempt or nonexempt, unpaid overtime, meal and rest breaks, uniforms, and calculation of vacation pay. Management does not believe that the outcome of such proceedings would have a material adverse effect on the Company’s consolidated financial position, liquidity, or results of operations, taken as a whole.
Item 1A. Risk Factors
There were no material changes to the risk factors disclosed in the 2007 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no purchases made by the Company of shares of its Common Stock during the second quarter of 2008.
Item 4. Submission of Matters to a Vote of Security Holders
(a) | The Company’s annual meeting of shareholders was held on May 21, 2008. There were represented at the meeting, in person or by proxy, 142,794,186 shares of Common Stock, par value $0.01 per share, which represented 92.3 percent of the shares outstanding on March 28, 2008, the record date for the meeting. |
| |
(b) | Each of Nicholas DiPaolo and Matthew M. McKenna was elected as a director in Class II for a three-year term ending at the annual meeting of shareholders in 2011. Both of these individuals previously served as directors of the Company. Alan Feldman, Jarobin Gilbert Jr., James E.Preston, David Y. Schwartz, Matthew D. Serra, Cheryl Nido Turpin, and Dona D. Young, having previously been elected directors of the Company for terms continuing beyond the 2008 annual meeting of shareholders, continue in office as directors of the Company. Christopher A. Sinclair’s term as a director ended at the conclusion of the annual shareholders’ meeting. |
Page 19 of 28
(c) | In addition to the election of directors, shareholders ratified the appointment of KPMG as independent accountants and approved the Annual Incentive Compensation Plan, as Amended and Restated. The results of the voting were as follows: |
| |
|
(1) | Election of Directors: |
| | | | | | | Abstentions |
| | | | | | | and |
| | | | | Votes | | Broker |
| Name | | Votes For | | Withheld | | Non-Votes |
| Nicholas DiPaolo | | 139,989,606 | | 2,804,579 | | N/A |
| Matthew M. McKenna | | 139,937,770 | | 2,856,415 | | N/A |
(2) Proposal to ratify the appointment of independent accountants:
| | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 142,277,029 | | 479,841 | | 37,316 | | N/A |
(3) Proposal to approve the Annual Incentive Compensation Plan, as Amended and Restated:
| | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 137,879,546 | | 4,648,954 | | 265,686 | | N/A |
| Item 6. Exhibits |
| | |
| (a) | Exhibits |
| The exhibits that are in this report immediately follow the index. |
Page 20 of 28
SIGNATURE
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.
| | FOOT LOCKER, INC. |
| Date: September 10, 2008 | (Company) |
| |
| |
| | /s/ Robert W. McHugh |
| | ROBERT W. MCHUGH |
| | Senior Vice President and Chief Financial Officer |
Page 21 of 28
FOOT LOCKER, INC.
INDEX OF EXHIBITS REQUIRED BY ITEM 6(a) OF FORM 10-Q
AND FURNISHED IN ACCORDANCE WITH ITEM 601 OF REGULATION S-K
| Exhibit No. in | | |
| Item 601 | | Description |
| 12 | | Computation of Ratio of Earnings to Fixed Charges. |
| |
| 15 | | Accountant’s Acknowledgment. |
| | | |
| 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 | | 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. |
| | | |
| 32.1 | | 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 | | Report of Independent Registered Public Accounting Firm. |
Page 22 of 28
