SEC Filing | Foot Locker, Inc.

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FL-2016 Q2 10-Q Filing Folio

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

FORM 10-Q


(Mark One)


☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: July 30, 2016


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 1-10299

______________________________________

(Exact name of registrant as specified in its charter)

______________________________________


New York	13-3513936
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

330 West 34th Street, New York, New York 10001

(Address of principal executive offices, Zip Code)

(212-720-3700)

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

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 ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☑	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Number of shares of Common Stock outstanding as of August 26, 2016: 133,249,505

FOOT LOCKER, INC.

TABLE OF CONTENTS


			Page
PART I.	FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Condensed Consolidated Balance Sheets	1
		Condensed Consolidated Statements of Operations	2
		Condensed Consolidated Statements of Comprehensive Income	3
		Condensed Consolidated Statements of Cash Flows	4
		Notes to Condensed Consolidated Financial Statements	5
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
	Item 4.	Controls and Procedures	23

PART II	OTHER INFORMATION
	Item 1.	Legal Proceedings	24
	Item 1A.	Risk Factors	24
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
	Item 6.	Exhibits	24

SIGNATURE			25

INDEX OF EXHIBITS			26

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

FOOT LOCKER, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

($ in millions, except shares)



	July 30,		August 1,		January 30,
	2016		2015		2016
	(Unaudited)		(Unaudited)		*
ASSETS

Current assets
Cash and cash equivalents	$	945	$	970	$	1,021
Merchandise inventories		1,339		1,317		1,285
Other current assets		301		268		300
		2,585		2,555		2,606
Property and equipment, net		726		644		661
Deferred taxes		174		222		234
Goodwill		156		156		156
Other intangible assets, net		44		46		45
Other assets		77		81		73
	$	3,762	$	3,704	$	3,775

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities
Accounts payable	$	348	$	359	$	279
Accrued and other liabilities		326		380		420
Current portion of capital lease obligations		1		2		1
		675		741		700
Long-term debt and obligations under capital leases		128		130		129
Other liabilities		381		254		393
Total liabilities		1,184		1,125		1,222
Shareholders’ equity
Common stock and paid-in capital: 174,250,091; 172,536,861 and 173,397,913 shares outstanding, respectively		1,147		1,060		1,108
Retained earnings		3,426		3,013		3,182
Accumulated other comprehensive loss		(343)		(338)		(366)
Less: Treasury stock at cost: 41,174,061; 33,207,045 and 36,421,104 shares, respectively		(1,652)		(1,156)		(1,371)
Total shareholders' equity		2,578		2,579		2,553
	$	3,762	$	3,704	$	3,775

See Accompanying Notes to Condensed Consolidated Financial Statements.

* The balance sheet at January 30, 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 financial statements and footnotes thereto included in Foot Locker, Inc.’s Annual Report on Form 10-K for the year ended January 30, 2016.

FOOT LOCKER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in millions, except per share amounts)



	Thirteen weeks ended				Twenty-six weeks ended
	July 30,		August 1,		July 30,		August 1,
	2016		2015		2016		2015

Sales	$	1,780	$	1,695	$	3,767	$	3,611

Cost of sales		1,193		1,142		2,484		2,388
Selling, general and administrative expenses		350		331		711		676
Depreciation and amortization		39		36		78		71
Interest expense, net		1		1		1		2
Other income		(1)		—		(3)		(1)
		1,582		1,510		3,271		3,136

Income before income taxes		198		185		496		475
Income tax expense		71		66		178		172
Net income	$	127	$	119	$	318	$	303

Basic earnings per share	$	0.94	$	0.85	$	2.35	$	2.17
Weighted-average shares outstanding		134.4		139.6		135.4		139.8

Diluted earnings per share	$	0.94	$	0.84	$	2.33	$	2.14
Weighted-average shares outstanding,
assuming dilution		135.5		141.3		136.6		141.7

See Accompanying Notes to Condensed Consolidated Financial Statements.

FOOT LOCKER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

($ in millions)



	Thirteen weeks ended				Twenty-six weeks ended
	July 30,		August 1,		July 30,		August 1,
	2016		2015		2016		2015
Net income	$	127	$	119	$	318	$	303

Other comprehensive income, net of income tax

Foreign currency translation adjustment:
Translation adjustment arising during the period, net of income tax		(27)		(23)		17		(22)

Cash flow hedges:
Change in fair value of derivatives, net of income tax		3		—		3		(1)

Available for sale securities:
Unrealized gain on available for sale securities		1		—		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, $1, $2 and $2 million, respectively, and foreign currency fluctuations		3		3		2		4
Comprehensive income	$	107	$	99	$	341	$	284

See Accompanying Notes to Condensed Consolidated Financial Statements.

FOOT LOCKER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

($ in millions)



	Twenty-six weeks ended
	July 30,		August 1,
	2016		2015

From Operating Activities
Net income	$	318	$	303
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		78		71
Share-based compensation expense		11		11
Excess tax benefits on share-based compensation		(10)		(24)
Qualified pension plan contributions		(25)		—
Change in assets and liabilities:
Merchandise inventories		(50)		(75)
Accounts payable		67		61
Accrued and other liabilities		(13)		(16)
Other, net		(7)		3
Net cash provided by operating activities		369		334

From Investing Activities
Capital expenditures		(131)		(116)
Net cash used in investing activities		(131)		(116)

From Financing Activities
Purchase of treasury shares		(276)		(205)
Dividends paid on common stock		(74)		(70)
Proceeds from exercise of stock options		14		38
Treasury stock reissued under employee stock plan		4		5
Excess tax benefits on share-based compensation		10		24
Payment of revolving credit agreement costs		(2)		—
Reduction in long-term debt and obligations under capital leases		—		(1)
Net cash used in financing activities		(324)		(209)

Effect of Exchange Rate Fluctuations on Cash and Cash Equivalents		10		(6)
Net Change in Cash and Cash Equivalents		(76)		3
Cash and Cash Equivalents at Beginning of Period		1,021		967
Cash and Cash Equivalents at End of Period	$	945	$	970

Cash Paid During the Period:
Interest	$	5	$	5
Income taxes	$	216	$	178

See Accompanying Notes to Condensed Consolidated Financial Statements.

FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements contained in this report are unaudited. In the opinion of management, the condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods of the fiscal year ending January 28, 2017 and of the fiscal year ended January 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 30, 2016, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 24, 2016.

Recent Accounting Pronouncements

In 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.

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				Twenty-six weeks ended
	July 30,		August 1,		July 30,		August 1,
	2016		2015		2016		2015
	($ in millions)
Sales
Athletic Stores	$	1,576	$	1,503	$	3,311	$	3,184
Direct-to-Customers		204		192		456		427
Total sales	$	1,780	$	1,695	$	3,767	$	3,611
Operating Results
Athletic Stores	$	193	$	176	$	470	$	443
Direct-to-Customers		22		27		60		67
Division profit		215		203		530		510
Less: Corporate expense		17		17		36		34
Operating profit		198		186		494		476
Interest expense, net		1		1		1		2
Other income (1)		1		—		3		1
Income before income taxes	$	198	$	185	$	496	$	475


(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 2016 did not result in the recognition of impairment. The following table provides a summary of goodwill by reportable segment.



	July 30,		August 1,		January 30,
	2016		2015		2016
	($ in millions)
Athletic Stores	$	17	$	17	$	17
Direct-to-Customers		139		139		139
	$	156	$	156	$	156

4. Other Intangible Assets, net

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



		July 30, 2016						August 1, 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	$	120	$	(108)	$	12	$	121	$	(111)	$	10	$	119	$	(107)	$	12
	Trademarks / trade names		20		(13)		7		21		(12)		9		20		(12)		8
	Favorable leases		7		(5)		2		7		(4)		3		7		(5)		2
		$	147	$	(126)	$	21	$	149	$	(127)	$	22	$	146	$	(124)	$	22

FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


		July 30, 2016			August 1, 2015			January 30, 2016
			Net			Net			Net
			Value			Value			Value
Indefinite life intangible assets: (1)
	Runners Point Group trademarks / trade names		$	23		$	24		$	23
Other intangible assets, net			$	44		$	46		$	45

(1)

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

Amortization of $2 million was recorded for the twenty-six week period ended July 30, 2016. This was partially offset by $1 million of lease acquisition additions primarily related to our European businesses, which are being amortized over a weighted-average life of 10 years.



	Thirteen weeks ended				Twenty-six weeks ended
($ in millions)		July 30, 2016		August 1, 2015	July 30, 2016		August 1, 2015
Amortization expense	$	1	$	1	$	2	$	2

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


		($ in millions)
Remainder of 2016	$	2
2017		4
2018		3
2019		3
2020		3
2021		2

5. Accumulated Other Comprehensive Loss

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



	July 30,		August 1,		January 30,
	2016		2015		2016
	($ in millions)
Foreign currency translation adjustments	$	(102)	$	(97)	$	(119)
Cash flow hedges		5		(4)		2
Unrecognized pension cost and postretirement benefit		(246)		(236)		(248)
Unrealized loss on available-for-sale security		—		(1)		(1)
	$	(343)	$	(338)	$	(366)

The changes in AOCL for the twenty-six weeks ended July 30, 2016 were as follows:



	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)	$	2	$	(248)	$	(1)	$	(366)
OCI before reclassification		17		3		(2)		1		19
Reclassified from AOCI		—		—		4		—		4
Other comprehensive income/ (loss)		17		3		2		1		23
Balance as of July 30, 2016	$	(102)	$	5	$	(246)	$	—	$	(343)

FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Reclassifications from AOCL for the twenty-six weeks ended July 30, 2016 were as follows:



		($ in millions)
Amortization of actuarial (gain) loss:
Pension benefits- amortization of actuarial loss	$	7
Postretirement benefits- amortization of actuarial gain		(1)
Net periodic benefit cost (see Note 10)		6
Income tax benefit		(2)
Net of tax	$	4

6. Revolving Credit Facility

On May 19, 2016, the Company entered into a new credit agreement with its banks (“2016 Credit Agreement”) that replaced the Company’s prior credit agreement (“2011 Restated Credit Agreement”). The 2016 Credit Agreement provides for a $400 million asset-based revolving credit facility maturing on May 19, 2021. Additionally, during the term of the 2016 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 a Eurodollar rate, determined by reference to LIBOR, plus a margin of 1.125 percent to 1.375 percent depending on availability under the 2016 Credit Agreement. In addition, the Company will pay a commitment fee of 0.20 percent per annum on the unused portion of the commitments.

The 2016 Credit Agreement provides for a security interest in certain of the Company’s domestic assets, including inventory assets, accounts receivable, cash deposits, and certain insurance proceeds. The Company is not required to comply with any financial covenants unless certain events of default have occurred and are continuing, or if availability under the 2016 Credit Agreement does not exceed the greater of $40 million and 10 percent of the Loan Cap (as defined in the 2016 Credit Agreement). There are no restrictions relating to the payment of dividends and share repurchases, as long as no default or event of default has occurred and the aggregate principal amount of unused commitments under the 2016 Credit Agreement is not less than 15 percent of the lesser of the aggregate amount of the commitments and the Borrowing Base, determined as of the end of such fiscal month and on a proforma basis for the following six fiscal months.

The Company uses the credit facility to support standby letters of credit in connection with insurance programs and the amount outstanding as of July 30, 2016 was not significant. The Company’s management does not currently expect to borrow under the facility in 2016. The Company paid approximately $2 million in fees relating to the new credit facility. Deferred financing fees are amortized over the life of the facility on a straight-line basis, which is comparable to the interest method. The unamortized balance at July 30, 2016 was $2 million. Interest expense including facility fees, related to the revolving credit facility was $1 million for both the thirteen and twenty-six weeks ended July 30, 2016 and August 1, 2015.

7. 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 8, Fair Value Measurements.

FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 most significant 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 quarter-end, all of the Company’s hedged forecasted transactions were less than twelve months, and the Company expects 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 was a $3 million gain for both the thirteen and the twenty-six weeks ended July 30, 2016, and therefore decreased AOCL. At July 30, 2016, there was a $5 million gain included in AOCL. For the thirteen weeks ended August 1, 2015, the net change in fair value was not significant, and was a $1 million loss for the twenty-six weeks ended August 1, 2015. The notional value of the foreign exchange contracts designed as hedges outstanding at July 30, 2016 was $82 million, and these contracts mature at various dates through July 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 was not significant for the thirteen weeks ended July 30, 2016 and resulted in expense of $1 million for the twenty-six weeks ended July 30, 2016. The net change in fair value resulted in income of $1 million and $2 million for the thirteen and twenty-six weeks ended August 1, 2015, respectively. The notional value of the foreign exchange contracts not designed as hedges outstanding at July 30, 2016 was $14 million, and these contracts mature at various dates through December 2016.

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 July 30, 2016.

FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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. No such contracts were outstanding at July 30, 2016.

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	July 30,		August 1,		January 30,
($ in millions)	Caption	2016		2015		2016
Hedging Instruments:
Foreign exchange forward contracts	Current assets	$	6	$	—	$	3
Foreign exchange forward contracts	Current liabilities	$	—	$	5	$	—
Non-hedging Instruments:
Foreign exchange forward contracts	Current assets	$	—	$	1	$	—

8. 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:



	As of July 30, 2016						As of August 1, 2015						As of January 30, 2016
	($ in millions)
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Available-for-sale securities	$	—	$	7	$	—	$	—	$	6	$	—	$	—	$	6	$	—
Foreign exchange forward contracts		—		6		—		—		2		—		—		3		—
Total Assets	$	—	$	13	$	—	$	—	$	8	$	—	$	—	$	9	$	—

Liabilities
Foreign exchange forward contracts		—		—		—		—		6		—		—		—		—
Total Liabilities	$	—	$	—	$	—	$	—	$	6	$	—	$	—	$	—	$	—

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.

FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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


	July 30,		August 1,		January 30,
	2016		2015		2016
	($ in millions)
Carrying value	$	129	$	132	$	130
Fair value	$	151	$	157	$	156

The fair value of long-term debt is determined by using model-derived valuations in which all significant inputs or significant value 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.

9. 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 net income for the period by the weighted-average number of common shares 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					Twenty-six weeks ended
		July 30,		August 1,		July 30,		August 1,
		2016		2015		2016		2015
		(in millions, except per share data)
Net Income		$	127	$	119	$	318	$	303
Weighted-average common shares outstanding			134.4		139.6		135.4		139.8
Basic earnings per share		$	0.94	$	0.85	$	2.35	$	2.17
Weighted-average common shares outstanding			134.4		139.6		135.4		139.8
Dilutive effect of potential common shares			1.1		1.7		1.2		1.9
Weighted-average common shares outstanding assuming dilution			135.5		141.3		136.6		141.7
Diluted earnings per share		$	0.94	$	0.84	$	2.33	$	2.14

Options to purchase 1.1 million and 0.7 million shares of common stock were not included in the computation of diluted earnings per share for the thirteen weeks ended July 30, 2016 and August 1, 2015, respectively. Options to purchase 1.0 million and 0.6 million shares of common stock were not included in the computation of diluted earnings per share for the twenty-six weeks ended July 30, 2016 and August 1, 2015, respectively. These options were not included because 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 July 30, 2016 and August 1, 2015, respectively.

FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10. 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 employees 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.

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 Benefits								Postretirement Benefits
	Thirteen weeks ended				Twenty-six weeks ended				Thirteen weeks ended				Twenty-six weeks ended
	July 30,		August 1,		July 30,		August 1,		July 30,		August 1,		July 30,		August 1,
($ in millions)	2016		2015		2016		2015		2016		2015		2016		2015
Service cost	$	4	$	4	$	8	$	8	$	—	$	—	$	—	$	—
Interest cost		7		6		13		12		—		1		—		1
Expected return on plan assets		(9)		(10)		(18)		(19)		—		—		—		—
Amortization of net loss (gain)		3		4		7		7		—		(1)		(1)		(1)
Net benefit expense (income)	$	5	$	4	$	10	$	8	$	—	$	—	$	(1)	$	—

During the first quarter of 2016, the Company made a contribution of $25 million to the U.S. qualified plan. The Company continually evaluates the amount and timing of any future contributions. The Company contributed $8 million to the U.S. qualified plan on August 31, 2016. The Company currently expects to contribute $4 million to the Canadian qualified plan during the fourth quarter of 2016. Actual contributions are dependent on several factors, including the outcome of the ongoing pension litigation. See Note 12, Legal Proceedings, for further information.

11. 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				Twenty-six weeks ended
	July 30,		August 1,		July 30,		August 1,
	2016		2015		2016		2015
	($ in millions)
Options and shares purchased under the employee stock purchase plan	$	2	$	3	$	5	$	6
Restricted stock and restricted stock units		4		2		6		5
Total share-based compensation expense	$	6	$	5	$	11	$	11

Tax benefit recognized	$	2	$	1	$	3	$	3
Excess income tax benefit from settled equity-classified share-based awards reported as a cash flow from financing activities					$	10	$	24

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 for awards granted during the twenty-six weeks ended July 30, 2016 and August 1, 2015:



		Stock Option Plans						Stock Purchase Plan
		July 30,			August 1,			July 30,			August 1,
		2016			2015			2016			2015
Weighted-average risk free rate of interest		1.4	%		1.5	%		0.4	%		0.2	%
Expected volatility		30	%		30	%		26	%		24	%
Weighted-average expected award life (in years)		5.7			6.0			1.0			1.0
Dividend yield		1.7	%		1.6	%		1.7	%		1.7	%
Weighted-average fair value	$	15.68		$	16.01		$	15.19		$	9.53

The information in the following table covers options granted under the Company’s stock option plans for the twenty-six weeks ended July 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	482				63.47
Exercised	(669)				21.56
Expired or cancelled	(54)				59.03
Options outstanding at July 30, 2016	3,453		5.7	$	38.65
Options exercisable at July 30, 2016	2,420		4.3	$	29.34
Options vested and expected to vest at July 30, 2016	3,413		5.6	$	38.38
Options available for future grant at July 30, 2016	12,006

The total fair value of options vested as of July 30, 2016 and August 1, 2015 was $8 million and $14 million, respectively. The cash received from option exercises for the thirteen and twenty-six weeks ended July 30, 2016 was $7 million and $14 million, respectively. The cash received from option exercises for the thirteen and twenty-six weeks ended August 1, 2015 was $15 million and $38 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				Twenty-six weeks ended
	July 30,		August 1,		July 30,		August 1,
	2016		2015		2016		2015
	($ in millions)
Exercised	$	12	$	29	$	26	$	65

The total tax benefit realized from option exercises was $5 million and $10 million for the thirteen and twenty-six weeks ended July 30, 2016, respectively, and was $11 million and $25 million for the corresponding prior-year periods.

FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The aggregate intrinsic value for stock options outstanding, outstanding and 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:



	Twenty-six weeks ended
	July 30,		August 1,
	2016		2015
	($ in millions)
Outstanding	$	76	$	173
Outstanding and exercisable	$	74	$	152
Vested and expected to vest	$	76	$	172

As of July 30, 2016 there was $9 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 1.6 years. The following table summarizes information about stock options outstanding and exercisable at July 30, 2016:



	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	721	2.1	$	12.99	721	$	12.99
$18.80 to $30.92	710	3.6		23.76	710		23.76
$34.12 to $56.35	936	6.4		41.54	739		39.53
$62.02 to $73.21	1,086	8.7		62.92	250		62.15
	3,453	5.7	$	38.65	2,420	$	29.34

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, key employees of the Company, and to nonemployee directors. Additionally, RSU awards are made to employees in connection with the Company’s long-term incentive program. Each RSU represents the right to receive one share of the Company’s common stock provided that the performance and vesting conditions are satisfied. There were 671,690 and 581,713 RSU awards outstanding as of July 30, 2016 and August 1, 2015, respectively.

Generally, awards fully vest after the passage of time, typically three years. However, RSU awards made in connection with the Company’s long-term incentive program are earned after the attainment of certain performance metrics and vest after 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. 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 RSU awards. Compensation expense is recognized using the market value at the date of grant and is amortized over the vesting period, provided the recipient continues to be employed by the Company.

FOOT LOCKER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Restricted stock and RSU activity for the thirteen weeks ended July 30, 2016 is summarized as follows:


			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		361			63.74
Vested		(212)			36.54
Expired or cancelled		(125)			39.28
Nonvested at July 30, 2016		827	1.5	$	56.39
Aggregate value ($ in millions)	$	47

The total value of awards for which restrictions lapsed during the twenty-six weeks ended July 30, 2016 and August 1, 2015 was $8 million and $10 million, respectively. As of July 30, 2016, there was $19 million of total unrecognized compensation cost net of forfeitures related to nonvested restricted awards.

12. 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.

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, Runners Point, and Sidestep. The Direct-to-Customers segment includes Footlocker.com, Inc. and other affiliates, including Eastbay, Inc., and our international ecommerce businesses, which sell to customers through their Internet and mobile sites and catalogs.

The Foot Locker brand is one of the most widely recognized names in the markets in which the Company operates, epitomizing premium quality for the 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 Footlocker.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 destination for athletically inspired shoes and apparel with a wide selection of merchandise in a full-service environment.

Store Count

At July 30, 2016, the Company operated 3,401 stores as compared with 3,383 and 3,419 stores at January 30, 2016 and August 1, 2015, respectively. A total of 69 franchised stores were operating at July 30, 2016, as compared with 64 and 75 stores at January 30, 2016 and August 1, 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.

Foreign Currency Fluctuations (non-GAAP measure)

Throughout the following discussions, where amounts are expressed as excluding the effects of foreign currency fluctuations, such changes are determined by translating all amounts using average foreign exchange rates for the same period of the prior year. We believe that presenting amounts on a constant currency basis is useful to investors because it enables them to better understand the changes in our business.

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 consolidated 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 $85 million, or 5.0 percent, to $1,780 million for the thirteen weeks ended July 30, 2016, from $1,695 million for the thirteen weeks ended August 1, 2015. For the twenty-six weeks ended July 30, 2016, sales of $3,767 million increased 4.3 percent from sales of $3,611 million in the corresponding prior-year period. Excluding the effect of foreign currency fluctuations, sales increased by 5.4 percent and 4.6 percent for the thirteen and twenty-six weeks ended July 30, 2016, respectively.

Comparable-store sales increased by 4.7 and 3.7 percent for the thirteen and twenty-six weeks ended July 30, 2016, respectively.

Gross Margin


	Thirteen weeks ended				Twenty-six weeks ended
	July 30,		August 1,		July 30,		August 1,
	2016		2015		2016		2015
Gross margin rate	33.0	%	32.6	%	34.1	%	33.9	%
Basis point change in the gross margin rate	40				20
Components of the change-
Merchandise margin rate improvement	50				40
Higher occupancy and buyers' compensation expense rate	(10)				(20)

The gross margin rate improved by 40 and 20 basis points for the thirteen and twenty-six weeks ended July 30, 2016, respectively. This reflected a merchandise margin rate improvement of 50 and 40 basis points for the thirteen and twenty-six weeks ended July 30, 2016, respectively. The merchandise margin rate improvement primarily reflected a lower markdown rate within the Athletic Stores segment, as we increased full-price selling during the current quarter and year-to-date periods, partially offset by increased second quarter promotional activity within our Direct-to-Customers segment.

Occupancy and buyer’s compensation expense increased at a rate higher than the increase in sales and reduced the gross margin rate by 10 and 20 basis points for the thirteen and twenty-six weeks ended July 30, 2016, respectively. The increase in the occupancy and buyer’s compensation rate is due, in part, to certain high-profile store locations within New York City that are not currently generating sales because they are in the process of being remodeled or opened.

Selling, General and Administrative Expenses (SG&A)



	Thirteen weeks ended						Twenty-six weeks ended
	July 30, 2016			August 1, 2015			July 30, 2016			August 1, 2015
	($ in millions)
SG&A	$	350		$	331		$	711		$	676
$ Change	$	19					$	35		$
% Change		5.7	%					5.2	%
SG&A as a percentage of sales		19.7	%		19.5	%		18.9	%		18.7	%

SG&A increased by $19 million and $35 million for the thirteen and twenty-six weeks ended July 30, 2016, respectively, as compared with the corresponding prior-year periods. The effect of foreign currency fluctuations for the current quarter and year-to-date periods was not significant. Comparing the SG&A rate to the prior-year periods, the rate increased by 20 basis points for both the thirteen and twenty-six weeks ended July 30, 2016. This higher expense rate was related to the Direct-to Customers segment, which increased its marketing efforts in order to drive traffic to its websites. Additionally, corporate expense for the twenty-six weeks ended July 30, 2016 included costs of $4 million associated with the relocation of the corporate headquarters within New York City.

Depreciation and Amortization



	Thirteen weeks ended					Twenty-six weeks ended
	July 30, 2016			August 1, 2015		July 30, 2016			August 1, 2015
	($ in millions)
Depreciation and amortization	$	39		$	36	$	78		$	71
$ Change	$	3				$	7
% Change		8.3	%				9.9	%

Depreciation and amortization increased by $3 million and $7 million for the thirteen and twenty-six weeks ended July 30, 2016, respectively, as compared with the corresponding prior-year periods. The increase in depreciation and

amortization reflected increased capital spending on store projects, enhancing our digital sites, and other various technologies.

Interest Expense, Net



	Thirteen weeks ended				Twenty-six weeks ended
	July 30, 2016		August 1, 2015		July 30, 2016		August 1, 2015
	($ in millions)
Interest expense	$	3	$	2	$	6	$	5
Interest income		(2)		(1)		(5)		(3)
Interest expense, net	$	1	$	1	$	1	$	2

Net interest expense was unchanged for the thirteen weeks ended July 30, 2016 as compared with the corresponding prior-year period. For the twenty-six weeks ended July 30, 2016, net interest expense decreased by $1 million as compared with the corresponding prior-year period, which primarily represented increased income due to higher average interest rates on our cash investments.

Income Taxes

The Company recorded income tax provisions of $71 million and $178 million, which represented an effective tax rate of 35.9 percent for both the thirteen and twenty-six weeks ended July 30, 2016. For the thirteen and twenty-six weeks ended August 1, 2015, the Company recorded income tax provisions of $66 million and $172 million, which represented effective tax rates of 35.8 percent and 36.2 percent, respectively. 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 its provisions for income tax contingencies in accordance with 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. For the twenty-six weeks ended July 30, 2016, the changes in the tax reserves were not significant. The effective tax rate for the twenty-six weeks ended August 1, 2015 included tax benefits of $1 million from reserve releases due to settlements of tax examinations.

For the thirteen weeks ended August 1, 2015, the Company recorded discrete items of approximately $1 million representing tax benefits related to an adjustment to deductible compensation costs due to executive changes and a Canadian provincial tax rate change.

Excluding the reserve releases and other discrete items for the thirteen and twenty-six weeks ended July 30, 2016, the change in the effective tax rate, as compared with the corresponding prior-year periods, was primarily due to a higher proportion of income earned in lower tax jurisdictions outside the U.S.

The Company currently expects its full-year tax rate to be approximately 36.0 percent, excluding the effect of any nonrecurring items that may occur. The actual rate will vary depending 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 July 30, 2016, net income increased by $8 million, or 6.7 percent, and diluted earnings per share increased by 11.9 percent to $0.94 per share, as compared with the corresponding prior-year period. For the twenty-six weeks ended July 30, 2016, net income increased by $15 million, or 5.0 percent, above the corresponding prior-year period. Diluted earnings per share increased by 8.9 percent to $2.33 per share. In addition to the growth in net income for both the quarter and year-to-date periods, the increase in diluted earnings per share was also positively affected by the Company’s continued share repurchase program.

Segment Information

The following table summarizes results by segment:



	Thirteen weeks ended				Twenty-six weeks ended
	July 30, 2016		August 1, 2015		July 30, 2016		August 1, 2015
	($ in millions)
Sales
Athletic Stores	$	1,576	$	1,503	$	3,311	$	3,184
Direct-to-Customers		204		192		456		427
	$	1,780	$	1,695	$	3,767	$	3,611
Operating Results
Athletic Stores	$	193	$	176	$	470	$	443
Direct-to-Customers		22		27		60		67
Division profit		215		203		530		510
Less: Corporate expense		17		17		36		34
Operating profit		198		186		494		476
Other income (1)		1		—		3		1
Earnings before interest expense and income taxes		199		186		497		477
Interest expense, net		1		1		1		2
Income before income taxes	$	198	$	185	$	496	$	475

(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.

Athletic Stores



	Thirteen weeks ended						Twenty-six weeks ended
	July 30, 2016			August 1, 2015			July 30, 2016			August 1, 2015
	($ in millions)
Sales	$	1,576		$	1,503		$	3,311		$	3,184
$ Change	$	73					$	127		$
% Change		4.9	%					4.0	%
Division profit	$	193		$	176		$	470		$	443
Division profit margin		12.2	%		11.7	%		14.2	%		13.9	%

Excluding the effect of foreign currency fluctuations, Athletic Stores segment sales increased by 5.2 percent and 4.3 percent for the thirteen and twenty-six weeks ended July 30, 2016, respectively, as compared with the corresponding prior-year period.

Comparable-store sales increased by 4.3 percent and 3.2 percent for the thirteen and twenty-six weeks ended July 30, 2016, respectively. Both footwear and apparel generated comparable-store sales gains for both periods. Within the footwear category, sales gains for the quarter and year-to-date periods were led by court classic and casual styles, with running also contributing to the gains. In addition, basketball generated gains during the second quarter, which was an improvement from the first quarter when sales declined.

Most divisions within this segment experienced comparable-store sales gains for both the quarter and year-to-date periods, led by Foot Locker Canada and Champs Sports. Foot Locker Canada maintained the momentum generated in the first quarter by the NBA All-Star Game held in Toronto, Canada, with gains generated from sales of both running and basketball shoes. The increased sales of both court classic and casual styles also benefited the children’s footwear category, which experienced strong comparable-store gains across multiple banners for both the quarter and year-to-date periods.

Apparel comparable-store sales gains for both the quarter and year-to-date periods were led by Foot Locker Europe and Champs Sports, primarily representing sales of men’s branded apparel. Champs Sports also benefited from sales of both private-label and licensed apparel.

Lady Foot Locker/SIX:02 combined experienced a comparable-store decline for the quarter and year-to-date periods, as gains in footwear sales were not enough to offset declines in apparel. Footwear sales were primarily driven by lifestyle running and court styles. Declines in performance apparel drove the overall decrease in the apparel category, with improvement in sales of lifestyle products. We are continuing to work with our vendors to refine our assortment of women’s apparel to include more athletically-inspired lifestyle assortments, as those assortments are resonating with our customers.

Runners Point and Sidestep also experienced comparable-store declines for the quarter and year-to-date periods. Both banners 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. Management will continue to monitor the results of this business during the third quarter and will assess, if necessary, the impact of various initiatives on the projected performance of this division, which may include an impairment review.

Athletic Stores division profit increased 9.7 percent and 6.1 percent for the thirteen and twenty-six weeks ended July 30, 2016, respectively, as compared with the corresponding prior-year period. Division profit, as a percentage of sales increased to 12.2 percent and 14.2 percent for the thirteen and twenty-six weeks ended July 30, 2016, respectively, as compared with 11.7 percent and 13.9 percent for the respective corresponding prior-year periods. The improvement in division profit margin reflected an improved merchandise margin rate driven primarily by a lower markdown rate as well as disciplined expense management.

Direct-to-Customers



	Thirteen weeks ended						Twenty-six weeks ended
	July 30, 2016			August 1, 2015			July 30, 2016			August 1, 2015
	($ in millions)
Sales	$	204		$	192		$	456		$	427
$ Change	$	12					$	29
% Change		6.3	%					6.8	%
Division profit	$	22		$	27		$	60		$	67
Division profit margin		10.8	%		14.1	%		13.2	%		15.7	%

Comparable-sales for the Direct-to-Customers segment increased by 7.1 percent for both the thirteen and twenty-six weeks ended July 30, 2016. This increase was driven by the continued growth of ecommerce associated with our store-banner websites, both domestically and internationally, which was partially offset by declines in our Eastbay and Runners Point ecommerce businesses.

Footwear continues to be our strongest category and was led by the Jordan brand, women’s casual styles, and children’s footwear, each of which posted strong comparable-sales gains during the quarter and year-to-date periods. Eastbay’s sales decreased for the quarter and year-to-date periods, which reflected the customer’s continued shift away from performance-related product and the increased liquidation activity in the marketplace particularly affecting our sales of sporting equipment.

Direct-to-Customers division profit for the thirteen and twenty-six weeks ended July 30, 2016 decreased by $5 million and $7 million, respectively, as compared with the corresponding prior-year periods. Division profit, as a percentage of sales, was 10.8 percent and 13.2 percent for the thirteen and twenty-six weeks ended July 30, 2016, respectively, as compared with 14.1 percent and 15.7 percent for the corresponding prior-year periods. The division profit decline for the quarter was primarily related to higher marketing related costs coupled with a lower gross margin rate within our domestic ecommerce business due to higher promotional activity. The year-to-date performance was affected by the same factors, coupled with lower shipping and handling revenue associated with free shipping offers.

Corporate Expense



	Thirteen weeks ended				Twenty-six weeks ended
	July 30, 2016		August 1, 2015		July 30, 2016		August 1, 2015
	($ in millions)
Corporate expense	$	17	$	17	$	36	$	34
$ Change	$	—			$	2

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 $4 million and $7 million for the thirteen and twenty-six weeks ended July 30, 2016, respectively, which increased by $1 million for both the quarter and year-to-date periods as compared with the corresponding prior-year periods.

The allocation of corporate expense to the operating divisions is adjusted annually based upon an internal study; accordingly, the allocation increased by $2 million and $4 million for the thirteen and twenty-six weeks ended July 30, 2016, respectively, 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 $1 million and $5 million for the thirteen and twenty-six weeks ended July 30, 2016, respectively. The increase in corporate expense for the twenty-six weeks ended July 30, 2016 was primarily related to the $4 million of costs incurred to relocate of our corporate headquarters within New York City, which was completed during the first 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 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 July 30, 2016, approximately $361 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.

Operating Activities



	Twenty-six weeks ended
	July 30,		August 1,
	2016		2015
	($ in millions)
Net cash provided by operating activities	$	369	$	334
$ Change	$	35

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 depreciation and amortization, share-based compensation expense, and share-based related tax benefits. The increase from the prior year primarily reflects the Company’s earnings strength coupled with working capital improvements. This was partially offset by a $25 million contribution to the U.S. qualified pension plan. No such contribution was made in the corresponding prior-year period.

Investing Activities



	Twenty-six weeks ended
	July 30,		August 1,
	2016		2015
	($ in millions)
Net cash used in investing activities	$	131	$	116
$ Change	$	15

Capital expenditures represented a $15 million increase from the prior year, which 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-year forecast for capital expenditures is expected to be in the range of $282 million to $287 million, which includes approximately $215 million related to the remodeling or relocation of approximately 230 existing stores and approximately 100 new store openings, as well as approximately $70 million for the development of information systems, websites, infrastructure, and our corporate headquarters relocation within New York City.

Financing Activities



	Twenty-six weeks ended
	July 30,		August 1,
	2016		2015
	($ in millions)
Net cash used in financing activities	$	324	$	209
$ Change	$	115

During the twenty-six weeks ended July 30, 2016, the Company repurchased 4,724,691 shares of its common stock for $276 million, as compared with 3,490,000 shares repurchased for $205 million in the corresponding prior-year period. The Company declared and paid dividends during the first two quarters of 2016 and 2015 of $74 million and

$70 million, respectively. This represented quarterly rates of $0.275 and $0.25 per share for 2016 and 2015, respectively. Additionally, the Company received proceeds from the issuance of common stock in connection with employee stock programs of $18 million and $43 million for the twenty-six weeks ended July 30, 2016 and August 1, 2015, respectively. In connection with stock option exercises and share-based compensation programs, the Company recorded excess tax benefits of $10 million and $24 million as a financing activity for the twenty-six weeks ended July 30, 2016 and August 1, 2015, respectively. The decreased excess tax benefit primarily reflected a lower number of stock option exercises during the first two quarters of 2016 as compared with the corresponding prior-year period. In May 2016, the Company entered into a new $400 million credit agreement and in connection with this transaction the Company paid fees of $2 million. The activity for the twenty-six weeks ended August 1, 2015 also reflected payments made on capital lease obligations of $1 million.

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 30, 2016.

Recent Accounting Pronouncements

Descriptions of the recently issued accounting principles are included Item 1. “Financial Statements” in Note 1, Summary of Significant Accounting Policies, to the 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 2015 Annual Report on Form 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.

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 July 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 July 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. Legal Proceedings

Information regarding the Company’s legal proceedings is contained in the Legal Proceedings note under Item 1. “Financial Statements.”

Item 1A. Risk Factors

There were no material changes to the risk factors disclosed in the 2015 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 twenty-six weeks ended July 30, 2016:



					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)
May 1, 2016 - May 28, 2016	1,089,900	$	58.06	1,089,900	$	485,727,940
May 29, 2016 - July 2, 2016	1,749,351		54.48	1,744,586		390,685,865
July 3, 2016 - July 30, 2016	519,031		57.03	519,031		361,083,451
	3,358,282		56.04	3,353,517


(1)	These columns also reflect shares acquired in satisfaction of the tax withholding obligations of holders of restricted stock awards and units which vested during the 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)	On February 17, 2015, the Board of Directors approved a 3-year, $1 billion share repurchase program extending through January 2018.


Item 6. Exhibits

(a)	Exhibits
	The exhibits that are in this report immediately follow the index.

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.



Date: September 7, 2016	FOOT LOCKER, INC.


	/s/ Lauren B. Peters
	LAUREN B. PETERS
	Executive Vice President and Chief Financial Officer

FOOT LOCKER, INC.

INDEX OF EXHIBITS


Exhibit No.		Description
10.1†*		Form of Restricted Stock Unit Award Agreement (New Hire).
12*		Computation of Ratio of Earnings to Fixed Charges.
15*		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*		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**		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.
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.

FL-2016 Q2 10-Q Exhibit 10.1

Exhibit 10.1

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE FOOT LOCKER

2007 STOCK INCENTIVE PLAN

Long-Term Incentive (“LTI”) Award

This Restricted Stock Unit Award Agreement (the "Agreement") made under the Foot Locker 2007 Stock Incentive Plan, as amended and restated (the "Plan"), as of the _____ day of _____, _____ by and between Foot Locker, Inc., a New York corporation with its principal office located at 330 West 34th Street, New York, New York 10001 (the "Company" or “Foot Locker”) and _____ (the "Executive").

1.Grant of RSUs. On _____ (the "Date of Grant"), the Compensation and Management Resources Committee (the “Compensation Committee”) of the Board of Directors of the Company granted the Executive an LTI award of _____ restricted stock units ("RSUs") under the Plan, subject to the terms of the Plan and the restrictions set forth in this Agreement. The RSUs granted to the Executive are considered "Other Stock-Based Awards" under the Plan. Each RSU represents the right to receive one share of the Company's Common Stock, par value $.01 per share ("Common Stock"), upon the satisfaction of the terms and conditions set forth in this Agreement and the Plan.

2.Vesting and Delivery

(a)The RSUs shall become vested 50% (_____ shares) on _____ and 50% (_____ shares) on _____ (individually, the “Vesting Date”) and, subject to the terms of this Agreement and the Plan, shares of Common Stock shall be delivered to the Executive as described herein if the Executive has been continuously employed by the Company or its subsidiaries within the meaning of Section 424 of the Internal Revenue Code of 1986, as amended (the “Control Group”) from the Date of Grant until the applicable Vesting Date.1

(b)Other than as may be specifically provided for herein, there shall be no proportionate or partial vesting in the periods prior to the Vesting Date and all vesting shall occur only on the Vesting Date, subject to the Executive's continued employment with the Control Group as described in Section 2(a).

(c) In the event of Executive’s termination of employment prior to the Vesting Date by reason of death, Disability, or Retirement, Executive (or in the event of his death, his estate) shall receive a pro rata portion of his RSU award. The pro rata portion shall be determined by multiplying the number of RSUs awarded by a fraction, the numerator of which is the number of days from the Date of Grant to the date of Executive’s termination of employment and the denominator of which is the number of days from the Date of Grant to the Vesting Date.

(d)If the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason upon, or within twenty-four (24) months following, a Change in Control as defined in Appendix A hereto (“Section 2(d) Termination”), the RSUs shall become immediately vested.

(e)In the event the Executive ceases to be employed by the Company or any subsidiary or affiliate of the Company as a result of the closing, sale, spin-off or other divestiture of any operation of the Company, the Compensation Committee, in its sole discretion, may, but shall not be obligated to, fully vest and not forfeit all or any portion of the Executive's RSU award.

1 Alternate Section 2(a) provision if award cliff vests: The RSUs shall become vested on (_____ (the “Vesting Date”) and, subject to the terms of this Agreement and the Plan, (_____ shares of Common Stock shall be delivered to the Executive as described herein if the Executive has been continuously employed by the Company or its subsidiaries within the meaning of Section 424 of the Internal Revenue Code of 1986, as amended (the “Control Group”) from the Date of Grant until the Vesting Date

(f)Subject to Sections 7 and 11.12, when any RSUs become vested, the Company shall promptly issue and deliver to the Executive shares of the Company's Common Stock, net of shares withheld by the Company to cover applicable withholding taxes, within 30 days following the earlier of (i) a termination of employment by reason of death, Disability, or a Section 2(d) Termination or (ii) the Vesting Date. For the avoidance of doubt, payment of RSUs that are vested in connection with the Executive’s Retirement as provided under Section 2(c) shall be made within 30 days following the Vesting Date.

(g)If the Company terminates Executive’s employment without Cause prior to _____, the first two tranches of the RSUs shall, to the extent not already vested, vest on the Executive’s termination date, and the balance of the RSUs shall be cancelled and forfeited in its entirety as of the termination date in accordance with the terms and conditions of the Plan.

(h)If the Executive terminates his employment without Good Reason or the Company terminates Executive’s employment for Cause prior to _____, (in each case, a “Non-Qualifying Termination”), Executive shall pay to the Company and the Company shall be entitled to recover, within ten (10) business days from the Executive’s termination date, a lump sum payment in cash equal to the aggregate value of the vested portion of the RSUs at vesting (based on the per-share closing price of the Company’s Common Stock on the vesting date), net of any taxes that had been withheld by the Company upon the vesting of such RSUs. Notwithstanding the foregoing, upon a Non-Qualifying Termination, in the event that any portion of the RSUs has not vested, such portion of the RSUs shall be cancelled and forfeited in its entirety in accordance with the terms and conditions of the Plan.

3.Forfeiture. Other than as specifically provided for herein, in the event of the Executive's termination of employment for any reason, including without limitation, resignation, termination with or without Cause, or the Executive's breach of the non-competition provision in Section 9, the Executive shall forfeit to the Company, without compensation, all unvested RSUs. The Compensation Committee, or a sub-committee thereof, may, in its sole discretion, at any time fully vest and not forfeit all or any portion of the Executive's RSUs.

4.Adjustments. RSUs shall be subject to the adjustment provisions included in Section 5(e) of the Plan. In the event of any such adjustment, the adjusted award shall be subject to the same vesting schedule as the RSUs, as set forth in Section 2.

5.Withholding. The Executive agrees that:

(a)The Company shall have the right to withhold the number of shares of stock from the award sufficient to satisfy any federal, state, international, or local taxes of any kind required by law to be withheld with respect to the vesting of any RSUs which shall have become so vested, as calculated by the Company.

(b)The Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Executive any federal, state, international or local taxes of any kind required by law to be withheld with respect to any RSUs which shall have become so vested.

6.Special Incentive Compensation. The Executive agrees that the award of the RSUs is special incentive compensation and that the RSUs will not be taken into account as "salary" or "compensation" or "bonus" in determining the amount of any payment under any pension, retirement or profit-sharing plan of the Company or any life insurance, disability or other benefit plan of the Company, except as specifically provided in any such plan.

7.Delivery Delay. Notwithstanding anything herein, the delivery of any certificate representing shares of Common Stock for vested RSUs may be postponed by the Company for such period as may be required for it to comply with any applicable federal or state securities law, or any national securities exchange listing requirements and the Company is not obligated to issue or deliver any securities if, in the opinion of counsel for the Company, the issuance of such shares shall constitute a violation by the Executive or the Company of any provisions of any law or of any regulations of any governmental authority or any national securities exchange.

8.Restriction on Transfer of RSUs. The Executive shall not sell, negotiate, transfer, pledge, hypothecate, assign or otherwise dispose of the RSUs. Any attempted sale, negotiation, transfer, pledge, hypothecation, assignment or other disposition of the RSUs in violation of the Plan or this Agreement shall be null and void.

9.Non-Competition.

9.1Competition. By accepting this award of RSUs, as provided below, the Executive agrees that during the "Non-Competition Period" he will not engage in "Competition" with the Company or any of its subsidiaries, divisions, or affiliates (the "Control Group"). As used herein, "Competition" means:

(a)participating, directly or indirectly, as an individual proprietor, stockholder, officer, employee, director, joint venturer, investor, lender, or in any capacity whatsoever within United States, or in any other country where any of the Executive's former employing members of the Control Group does business in (A) a business in competition with the retail, catalog, or on-line sale of athletic footwear, athletic apparel and sporting goods conducted by the Control Group (the "Athletic Business"), or (B) a business that in the prior fiscal year supplied product to the Control Group for the Athletic Business having a value of $20 million or more at cost to the Control Group; provided, however, that such participation shall not include (X) the mere ownership of not more than 1 percent of the total outstanding stock of a publicly held company; (Y) the performance of services for any enterprise to the extent such services are not performed, directly or indirectly, for a business in competition with the Athletic Business or for a business which supplies product to the Control Group for the Athletic Business; or (Z) any activity engaged in with the prior written approval of the Chief Executive Officer of the Company; or

(b)intentionally recruiting, soliciting or inducing, any employee or employees of the Control Group to terminate their employment with, or otherwise cease their relationship with the former employing members of the Control Group where such employee or employees do in fact so terminate their employment.

9.2"Non-Competition Period." As used herein, "Non-Competition" Period means: the period commencing on the Date of Grant and ending on the Vesting Date, or any part thereof, during which the Executive is employed by the Control Group and (ii) if the Executive's employment with the Control Group terminates for any reason during such period, the [two-year/one-year] period commencing on the date his employment with the Control Group terminates. Notwithstanding the foregoing, the Non-Competition Period shall not extend beyond the date the Executive's employment with the Control Group terminates if such termination of employment occurs following a "Change in Control" as defined in Attachment A hereto.

9.3Breach of Non-Competition Provision. The Executive agrees that the breach by him of the provisions included herein under Section 9 under the heading "Non-Competition" (the "Non-Competition Provision") would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law. The Executive therefore agrees that in the event of a breach or a threatened breach of the Non-Competition Provision, the Company shall be entitled to (i) an immediate injunction and restraining order to prevent such breach, threatened breach, or continued breach, including by any and all persons acting for or with him, without having to prove damages and (ii) any other remedies to which the Company may be entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach of the Non-Competition Provision, including, but not limited to, recovery of damages. In addition, in the event of the Executive's breach of the Non-Competition Provision, the RSUs covered by this Agreement that are then unvested shall be immediately forfeited. The Executive and the Company further agree that the Non-Competition Provision is reasonable and that the Company would not have granted the award of RSUs provided for in this Agreement but for the inclusion of the Non-Competition Provision herein. If any provision of the Non-Competition Provision is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend over the maximum period of time, range of activities, or geographic area as to which it may be enforceable. The validity, construction, and performance of the Non-Competition Provision shall be governed by the laws of the State of New York without regard to its conflicts of laws principles. For purposes of the Non-Competition Provision, the Executive and the Company consent to the jurisdiction of state and federal courts in New York County.

10.Not an Employment Agreement.

The award of RSUs hereunder does not constitute an agreement by the Company to continue to employ the Executive during the entire, or any portion of the, term of this Agreement, including but not limited to any period during which the RSUs are outstanding.

11.Miscellaneous.

11.1In no event shall any dividend equivalents accrue or be paid on any RSUs.

11.2This Agreement shall inure to the benefit of and be binding upon all parties hereto and their respective heirs, legal representatives, successors and assigns.

11.3This Agreement shall be subject to any compensation recoupment policy that the Company may adopt.

11.4This Agreement constitutes the entire agreement between the parties and cannot be changed or terminated orally. No modification or waiver of any of the provisions hereof shall be effective unless in writing and signed by the party against whom it is sought to be enforced.

11.5This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one contract.

11.6The failure of any party hereto at any time to require performance by

another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

11.7This Agreement is subject, in all respects, to the provisions of the

Plan, and to the extent any provision of this Agreement contravenes or is inconsistent with any provision of the Plan, the provisions of the Plan shall govern.

11.8The headings of the sections of this Agreement have been inserted for convenience of reference only and shall in no way restrict or modify any of the terms or provisions hereof.

11.9Capitalized terms used herein that are not defined in this Agreement shall have the meanings provided for such terms under the Plan.

11.10All notices, consents, requests, approvals, instructions and other communications provided for herein shall be in writing and validly given or made when delivered, or on the second succeeding business day after being mailed by registered or certified mail, whichever is earlier, to the persons entitled or required to receive the same. In the case of the Company, notices shall be addressed to the General Counsel at the address set forth at the heading of this Agreement. In the case of the Executive, notices shall be addressed to his principal residence address as shown in the records of the Company, or to such other address as either party may designate by like notice.

11.11This Agreement shall be governed and construed and the legal relationships of the parties determined in accordance with the laws of the State of New York without regard to its conflicts of laws principles.

11.12Although the Company does not guarantee the tax treatment of the RSUs, this Agreement is intended to comply with, or be exempt from, the applicable requirements of Code Section 409A and shall be limited, construed and interpreted in accordance with such intent. Accordingly, in the event that you are a “specified employee” within the meaning of Code Section 409A as of the date of your separation from service (as determined pursuant to Code Section 409A and any procedure set by the Company), any award of RSUs payable as a result of

such separation from service, if any, shall be settled no earlier than the day following the six-month anniversary of your separation from service, or, if earlier, your death.

11.13 To indicate his acceptance of the terms of this Agreement, Executive must sign and deliver or mail not later than 60 days from the date hereof, a copy of this Agreement to the General Counsel of the Company at the address set forth at the heading of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


FOOT LOCKER, INC.
By:


	Executive

APPENDIX A

Change in Control

A Change in Control shall mean any of the following:

(A) the merger or consolidation of Foot Locker with, or the sale or disposition of all or substantially all of the assets of Foot Locker to, any Person other than (a) a merger or consolidation which would result in the voting securities of Foot Locker outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) fifty percent (50%) or more of the combined voting power of the voting securities of Foot Locker or such surviving or parent entity outstanding immediately after such merger or consolidation; or (b) a merger or capitalization effected to implement a recapitalization of Foot Locker (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly (as determined under Rule 13d‑3 promulgated under the Exchange Act), of securities representing more than the amounts set forth in (B) below;

(B) the acquisition of direct or indirect beneficial ownership (as determined under Rule 13d‑3 promulgated under the Exchange Act), in the aggregate, of securities of Foot Locker representing thirty-five percent (35%) or more of the total combined voting power of Foot Locker’s then issued and outstanding voting securities by any Person (other than Foot Locker or any of its subsidiaries, any trustee or other fiduciary holding securities under any employee benefit plan of Foot Locker, or any company owned, directly or indirectly, by the shareholders of Foot Locker in substantially the same proportions as their ownership of Stock) acting in concert; or

(C) during any period of not more than twelve (12) months, individuals who at the beginning of such period constitute the Board, and any new director whose election by the Board or nomination for election by Foot Locker’s shareholders was approved by a vote of at least two‑thirds (⅔) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof.

This definition of Change in Control is intended to be construed as defined in the Plan and shall be interpreted in a manner consistent with Treasury Regulation § 1.409A-3(i)(5).

FL-2016 Q2 10-Q Exhibit 12

Exhibit 12

FOOT LOCKER, INC.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Unaudited)

($ in millions)


	Twenty-six weeks ended					Fiscal Year Ended
		July 30,		August 1,		Jan. 30,		Jan. 31,		Feb. 1,		Feb. 2,		Jan. 28,
		2016		2015		2016		2015		2014		2013		2012
NET EARNINGS
Net income	$	318	$	303	$	541	$	520	$	429	$	397	$	278
Income tax expense		178		172		296		289		234		210		157
Interest expense, excluding capitalized interest		6		5		11		11		11		11		13
Portion of rents deemed representative of the interest factor (1/3)		126		125		252		249		236		222		218
	$	628	$	605	$	1,100	$	1,069	$	910	$	840	$	666
FIXED CHARGES
Gross interest expense	$	6	$	5	$	11	$	11	$	11	$	11	$	13
Portion of rents deemed representative of the interest factor (1/3)		126		125		252		249		236		222		218
	$	132	$	130	$	263	$	260	$	247	$	233	$	231

RATIO OF EARNINGS TO FIXED CHARGES		4.8		4.7		4.2		4.1		3.7		3.6		2.9

FL-2016 Q2 10-Q Exhibit 15

Exhibit 15

ACCOUNTANTS’ ACKNOWLEDGEMENT

The Board of Directors

Foot Locker, Inc.:

We hereby acknowledge our awareness of the use of our report dated September 7, 2016 related to our review of interim financial information in the following Registration Statements:

- Form S-8 No. 33-10783

- Form S-8 No. 33-91888

- Form S-8 No. 33-91886

- Form S-8 No. 33-97832

- Form S-8 No. 333-07215

- Form S-8 No. 333-21131

- Form S-8 No. 333-62425

- Form S-8 No. 333-33120

- Form S-8 No. 333-41056

- Form S-8 No. 333-41058

- Form S-8 No. 333-74688

- Form S-8 No. 333-99829

- Form S-8 No. 333-111222

- Form S-8 No. 333-121515

- Form S-8 No. 333-144044

- Form S-8 No. 333-149803

- Form S-3 No. 33-43334

- Form S-3 No. 33-86300

- Form S-3 No. 333-64930

- Form S-8 No. 333-167066

- Form S-8 No. 333-171523

- Form S-8 No. 333-190680

- Form S-8 No. 333-196899

Pursuant to Rule 436(c) under the Securities Act of 1933 (the Act), such report is not considered a part of the registration statement prepared or certified by an independent registered public accounting firm or a report prepared or certified by an independent registered public accounting firm within the meaning of Sections 7 and 11 of the Act.

/s/ KPMG LLP

New York, New York

September 7, 2016

FL-2016 Q2 10-Q Exhibit 31.1

Exhibit 31.1

CERTIFICATION

I, Richard A. Johnson, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Foot Locker, Inc. (the “Registrant”);


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;


4.	The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:


	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


	c)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


	d)	Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and


5.	The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the Audit Committee of the Registrant’s Board of Directors (or persons performing the equivalent functions):


	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and


	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.


September 7, 2016
	/s/ Richard A. Johnson
	Chief Executive Officer

FL-2016 Q2 10-Q Exhibit 31.2

Exhibit 31.2

CERTIFICATION

I, Lauren B. Peters, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Foot Locker, Inc. (the “Registrant”);


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;


4.	The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:


	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


	c)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


	d)	Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and


5.	The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the Audit Committee of the Registrant’s Board of Directors (or persons performing the equivalent functions):


	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and


	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.


September 7, 2016
	/s/ Lauren B. Peters
	Chief Financial Officer

FL-2016 Q2 10-Q Exhibit 32

Exhibit 32

FOOT LOCKER, INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Foot Locker, Inc. (the “Registrant”) for the quarterly period ended July 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Richard A. Johnson, as Chief Executive Officer of the Registrant and Lauren B. Peters, as Chief Financial Officer of the Registrant, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.


Dated: September 7, 2016
		/s/ Richard A. Johnson
		Richard A. Johnson
		Chief Executive Officer

		/s/ Lauren B. Peters
		Lauren B. Peters
		Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the company specifically incorporates it by reference.

FL-2016 Q2 10-Q Exhibit 99

Exhibit 99

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

Foot Locker, Inc.:

We have reviewed the accompanying condensed consolidated balance sheets of Foot Locker, Inc. and subsidiaries as of July 30, 2016 and August 1, 2015, and the related condensed consolidated statements of operations and comprehensive income for the thirteen and twenty-six week periods ended July 30, 2016 and August 1, 2015, and the related condensed consolidated statements of cash flows for the twenty-six week periods ended July 30, 2016 and August 1, 2015. These condensed consolidated financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Foot Locker, Inc. and subsidiaries as of January 30, 2016, and the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated March 24, 2016 we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of January 30, 2016, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ KPMG LLP

New York, New York
September 7, 2016