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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K 

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(Mark One)

☒

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

For the fiscal year ended February 1, 2020

OR

☐

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

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For the transition period from                   to                  

Commission File No. 1-10299

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FLI_logo2

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(Exact name of registrant as specified in its charter)

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New York

13-3513936

(State or other jurisdiction of

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

incorporation or organization)

330 West 34th Street, New York, New York

10001

(Address of principal executive offices)

(Zip Code)

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Registrant’s telephone number, including area code: (212) 720-3700

Securities registered pursuant to Section 12(b) of the Act:

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Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01

FL

New York Stock Exchange

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Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes   ⌧   No   ◻

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes   ◻   No   ⌧

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 every Interactive Data File required to be submitted 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 such files). Yes ⌧ No ◻

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

Large accelerated filer 

Accelerated filer ◻

Non-accelerated filer ◻

Smaller reporting company ☐

Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ◻

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

The number of shares of the registrant’s Common Stock, par value $0.01 per share, outstanding as of March 23, 2020:

104,191,210

The aggregate market value of voting stock held by non-affiliates of the registrant computed by reference to the closing price as of the last business day of the Registrant’s most recently completed second fiscal quarter, August 2, 2019 was approximately:

$3,051,665,857*

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*    For purposes of this calculation only (a) all directors plus six executive officers and owners of five percent or more of the registrant are deemed to be affiliates of the registrant and (b) shares deemed to be “held” by such persons include only outstanding shares of the registrant’s voting stock with respect to which such persons had, on such date, voting or investment power.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement (the “Proxy Statement”) to be filed in connection with the Annual Meeting of Shareholders to be held on May 20, 2020: Parts III and IV.

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FOOT LOCKER, INC.

TABLE OF CONTENTS

PART I

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Item 1.

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Business

1

Item 1A.

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Risk Factors

3

Item 1B.

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Unresolved Staff Comments

12

Item 2.

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Properties

12

Item 3.

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Legal Proceedings

13

Item 4.

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Mine Safety Disclosures

13

Item 4A.

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Information about our Executive Officers

13

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PART II

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Item 5.

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Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

14

Item 6.

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Selected Financial Data

16

Item 7.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

17

Item 7A.

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Quantitative and Qualitative Disclosures About Market Risk

34

Item 8.

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Consolidated Financial Statements and Supplementary Data

34

Item 9.

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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

76

Item 9A.

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Controls and Procedures

76

Item 9B.

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Other Information

78

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PART III

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Item 10.

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Directors, Executive Officers and Corporate Governance

78

Item 11.

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Executive Compensation

78

Item 12.

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

78

Item 13.

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Certain Relationships and Related Transactions, and Director Independence

78

Item 14.

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Principal Accounting Fees and Services

78

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PART IV

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Item 15.

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Exhibits and Financial Statement Schedules

79

Item 16.

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Form 10-K Summary

79

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INDEX OF EXHIBITS

80

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SIGNATURES

84

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (“Annual Report”) includes “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “seeks,” “continues,” “feels,” “forecasts,” or words of similar meaning, or future or conditional verbs, such as “will,” “should,” “could,” “may,” “aims,” “intends,” or “projects.” These statements include statements relating to trends in or expectations relating to the expected effects of our initiatives, strategies and plans, as well as trends in or expectations regarding our financial results and long-term growth model and drivers, tax rates, business opportunities and expansion, strategic acquisitions or investments, expenses, dividends, share repurchases, and our mitigation strategies, liquidity, cash flow from operations, use of cash and cash requirements, investments, borrowing capacity and use of proceeds, repatriation of cash to the U.S., and the effect of the outbreak of a novel strain of the coronavirus (COVID-19) on our financial results. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. You should not place undue reliance on forward-looking statements, which speak to our views only as of the date of this Annual Report. These forward-looking statements are all based on currently available operating, financial, and competitive information and are subject to various risks and uncertainties, many of which are unforeseeable and beyond our control, such as the developing situation, and uncertainty caused, related to the COVID-19 pandemic. Additional risks and uncertainties that we do not presently know about or that we currently consider to be insignificant may also affect our business operations and financial performance.

Our actual future results and trends may differ materially depending on a variety of factors, including, but not limited to, the risks and uncertainties discussed under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results. Any or all of the forward-looking statements contained in this Annual Report or any other public statement made by us, including by our management, may turn out to be incorrect. We are including this cautionary note to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for forward-looking statements. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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PART I

Item 1. Business

General

Foot Locker, Inc., incorporated under the laws of the State of New York in 1989, is a leading global retailer. Foot Locker, Inc. leads the celebration of sneaker and youth culture around the globe through a portfolio of brands including Foot Locker, Lady Foot Locker, Kids Foot Locker, Champs Sports, Eastbay, Footaction, Runners Point, and Sidestep. As of February 1, 2020, we operated 3,129 primarily mall-based stores, as well as stores in high-traffic urban retail areas and high streets, in 27 countries across the United States, Canada, Europe, Australia, New Zealand, and Asia. Our purpose is to inspire and empower youth culture around the world, by fueling a shared passion for self-expression and creating unrivaled experiences at the heart of the global sneaker community.

Foot Locker, Inc. uses its omni-channel capabilities to bridge the digital world and physical stores, including order-in-store, buy online and pickup-in-store, and buy online and ship-from-store, as well as e-commerce. We operate websites and mobile apps aligned with the brand names of our store banners (including footlocker.com, ladyfootlocker.com, kidsfootlocker.com, champssports.com, footaction.com, footlocker.ca, footlocker.eu (and related e-commerce sites in the various European countries that we operate) footlocker.com.au, runnerspoint.com, sidestep-shoes.com, footlocker.hk, footlocker.sg, and footlocker.my). These sites offer some of the largest online product selections and provide a seamless link between e-commerce and physical stores. We also operate the websites for eastbay.com, final-score.com, and eastbayteamsales.com.

Foot Locker, Inc. and its subsidiaries hereafter are referred to as the “Registrant,” “Company,” “we,” “our,” or “us.” Foot Locker, Inc. has its corporate headquarters in New York. The service marks, trade names, and trademarks appearing in this report (except for Nike, Jordan, adidas, and Puma) are owned by Foot Locker, Inc. or its subsidiaries.

Store and Operations Profile

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Square Footage

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February 3,

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February 1,

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Relocations/

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(in thousands)

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2019

    

Opened

    

Closed

    

2020

    

Remodels

    

Selling

    

Gross

Foot Locker U.S.

 

886

 

10

​

29

 

867

 

37

 

2,403

 

4,191

Foot Locker Europe

 

642

 

14

​

20

 

636

 

46

 

1,016

 

2,181

Foot Locker Canada

 

107

 

—

​

2

 

105

 

12

 

263

 

432

Foot Locker Pacific

 

94

 

1

​

4

 

91

 

7

 

148

 

240

Foot Locker Asia

​

5

​

9

​

—

​

14

​

—

 

42

 

76

Kids Foot Locker

 

428

 

12

​

9

 

431

 

11

 

740

 

1,278

Lady Foot Locker

 

57

 

—

​

11

 

46

 

—

 

66

 

110

Champs Sports

 

535

 

8

​

7

 

536

 

26

 

1,930

 

2,999

Footaction

 

250

 

3

​

8

 

245

 

7

 

777

 

1,317

Runners Point

 

107

 

1

​

27

 

81

 

2

 

105

 

185

Sidestep

 

80

 

9

​

12

 

77

 

—

 

75

 

137

SIX:02

 

30

 

—

​

30

 

—

 

—

 

—

 

—

Total

 

3,221

 

67

 

159

 

3,129

 

148

 

7,565

 

13,146

The following is a brief description of each of our banners:

Foot Locker — Foot Locker is a leading global youth culture brand that connects the sneaker obsessed consumer with the most innovative and culturally relevant sneakers and apparel. Across all our consumer touchpoints, Foot Locker enables consumers to fulfill their desire to be part of sneaker and youth culture. We curate special product assortments and marketing content that supports our premium position – from leading global brands such as Nike, Jordan, adidas, and Puma, as well as new and emerging brands in the athletic and lifestyle space. We connect emotionally with our consumers through a combination of global brand events and highly targeted and personalized experiences in local markets including our community-based “power” stores, which provides pinnacle retail experiences that delivers connected customer interactions through service, experience, product, and a sense of community. Foot Locker’s 1,713 stores are located in 27 countries including 867 in the United States, Puerto Rico, U.S. Virgin Islands, and Guam, 105 in Canada, 636 in Europe, a combined 91 in Australia and New Zealand, and 14 in Asia. Our domestic stores have an average of 2,800 selling square feet and our international stores have an average of 1,700 selling square feet.

2019 Form 10-K Page 1

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Kids Foot Locker — Kids Foot Locker offers the largest selection of premium brand-name athletic footwear, apparel, and accessories for children. Kids Foot Locker enables youth of all ages to participate in sneaker culture and helps their parents shop in a curated environment with only the best assortment in stores and online. Of our 431 stores, 376 are located in the United States, Puerto Rico, and the U.S. Virgin Islands, 37 in Europe, 16 in Canada, 1 in Australia, and 1 in New Zealand. These stores have an average of 1,700 selling square feet.

Lady Foot Locker — Lady Foot Locker is a U.S. retailer of athletic footwear, apparel, and accessories dedicated to sneaker-obsessed young women. Our stores provide premium sneakers and apparel, carefully selected to reflect the latest styles. Lady Foot Locker operates 46 stores that are located in the United States and Puerto Rico. These stores have an average of 1,400 selling square feet.

Champs Sports — Champs Sports is one of the largest mall-based specialty athletic footwear and apparel retailers in North America. With a focus on the lifestyle expression of sport, Champs Sports’ product categories include athletic footwear and apparel, and sport-lifestyle inspired accessories. This assortment allows Champs Sports to offer the best head-to-toe fashion stories representing the most powerful athletic brands, sports teams, and athletes in North America. Of our 536 stores, 503 are located in the United States, Puerto Rico, and the U.S. Virgin Islands and 33 in Canada. The Champs Sports stores have an average of 3,600 selling square feet.

Footaction — Footaction is a North American athletic footwear and apparel retailer that offers the freshest, best edited selection of athletic lifestyle brands and looks. This banner is uniquely positioned at the intersection of sport and style, with a focus on authentic, premium product. Of our 245 stores, 240 are located in the United States and Puerto Rico and 5 are in Canada. The Footaction stores have an average of 3,200 selling square feet.

Runners Point — Runners Point specializes in running footwear, apparel, and equipment for both performance and lifestyle purposes. This banner offers athletically inspired premium products and personalized service. Runners Point also caters to local running communities providing technical products, training tips and access to local running and group events, while also serving their lifestyle running needs. Our 81 stores are located in Germany, Austria, and Switzerland. Runners Point stores have an average of 1,300 selling square feet.

Sidestep — Sidestep is a predominantly athletic fashion footwear banner. Our 77 stores are located in Germany, Austria, Netherlands, and Switzerland. Sidestep caters to a more discerning, fashion forward consumer. Sidestep stores have an average of 1,000 selling square feet.

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We closed the SIX:02 banner during 2019 and we will focus on providing our female customer an engaging retail experience through our other banners.

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Eastbay

Eastbay is a sporting goods direct marketer operating in the United States, providing high school and other athletes with a complete sports solution including athletic footwear, apparel, equipment, and team licensed merchandise for a broad range of sports. With over 100 sales professionals, Eastbay Team Sales connects directly with thousands of high school coaches and athletic directors in the Unites States in offering the best performance product and premium level of service.

Franchise Operations

We have franchised Foot Locker stores located within the Middle East, as well as franchised stores in Germany under the Runners Point banner. A total of 139 franchised stores were operating as of February 1, 2020, 9 in Germany and 130 in the Middle East, of which 52 are in Israel.

Employees

The Company and its consolidated subsidiaries had 15,589 full-time and 35,410 part-time employees as of February 1, 2020. The Company considers employee relations to be satisfactory.

Competition

The athletic footwear and apparel industry is highly competitive. We compete primarily with athletic footwear specialty stores, sporting goods stores, department stores, traditional shoe stores, mass merchandisers, and online retailers.

2019 Form 10-K Page 2

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Merchandise Purchases

Financial information concerning merchandise purchases is contained under the “Liquidity” section in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and under the “Business Risk” section in the Financial Instruments and Risk Management note in “Item 8. Consolidated Financial Statements and Supplementary Data.”

Available Information

The Company maintains a corporate website at www.footlocker-inc.com. The Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are available free of charge through this website as soon as reasonably practicable after they are filed with or furnished to the SEC. Our Corporate Social Responsibility disclosure is available to investors on our investor relations tab of our corporate website under the heading “Responsibility.” The Corporate Governance section of the Company’s corporate website contains the Company’s Corporate Governance Guidelines, Committee Charters, and the Company’s Code of Business Conduct for directors, officers and employees, including the Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer. Copies of these documents may also be obtained free of charge upon written request to the Company’s Corporate Secretary at 330 West 34th Street, New York, N.Y. 10001.

Item 1A. Risk Factors

Risks Related to Our Business and Industry

Our inability to implement our long-range strategic plan may adversely affect our future results.

Our ability to successfully implement and execute our long-range strategic plan is dependent on many factors. Our strategies may require significant capital investment and management attention. Additionally, any new initiative is subject to certain risks including customer acceptance of our products and renovated store designs, competition, product differentiation, the ability to attract and retain qualified personnel, and our ability to successfully implement technological initiatives. If we cannot successfully execute our strategic growth initiatives or if the long-range plan does not adequately address the challenges or opportunities we face, our financial condition and results of operations may be adversely affected. Additionally, failure to meet shareholder expectations, particularly with respect to sales, operating margins, and earnings per share, would likely result in volatility in the market value of our stock.

The retail athletic footwear and apparel business is highly competitive.

Our athletic footwear and apparel operations compete primarily with athletic footwear specialty stores, sporting goods stores, department stores, traditional shoe stores, mass merchandisers, and online retailers, many of which are units of national or regional chains that have significant financial and marketing resources. The principal competitive factors in our markets are selection of merchandise, customer experience, reputation, store location, advertising, and price. We cannot assure that we will continue to be able to compete successfully against existing or future competitors. Our expansion into markets served by our competitors, and entry of new competitors or expansion of existing competitors into our markets, could have a material adverse effect on our business, financial condition, and results of operations.

Although we sell an increasing proportion of our merchandise online, a significantly faster shift in customer buying patterns to purchasing athletic footwear, athletic apparel, and sporting goods online could have a material adverse effect on our business results. In addition, all of our significant suppliers operate retail stores and distribute products directly through the internet and others may follow. Should this continue to occur or accelerate, and if our customers decide to purchase directly from our suppliers, it could have a material adverse effect on our business, financial condition, and results of operations.

A change in the relationship with any of our key suppliers or the unavailability of key products at competitive prices could affect our financial health.

Our business is dependent to a significant degree upon our ability to obtain premium product and the ability to purchase brand-name merchandise at competitive prices from a limited number of suppliers. In addition, we have negotiated volume discounts, cooperative advertising, and markdown allowances with our suppliers, as well as the ability to cancel orders and return excess or unneeded merchandise. We cannot be certain that such terms with our suppliers will continue in the future.

2019 Form 10-K Page 3

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We purchased approximately 91 percent of our merchandise in 2019 from our top five suppliers and we expect to continue to obtain a significant percentage of our athletic product from these suppliers in future periods. Approximately 71 percent of all merchandise purchased in 2019 was purchased from one supplier — Nike, Inc. (“Nike”). Each of our operating divisions is highly dependent on Nike. Individually they purchased between 43 to 77 percent of their merchandise from Nike during the year. Merchandise that is high profile and in high demand is allocated by our suppliers based upon their internal criteria. Although we have generally been able to purchase sufficient quantities of this merchandise in the past, we cannot be certain that our suppliers will continue to allocate sufficient amounts to us in the future. Our inability to obtain merchandise in a timely manner from major suppliers as a result of business decisions by our suppliers, or any disruption in the supply chain, could have a material adverse effect on our business, financial condition, and results of operations. Because of the high proportion of purchases from Nike, any adverse development in Nike’s reputation, financial condition or results of operations or the inability of Nike to develop and manufacture products that appeal to our target customers could also have an adverse effect on our business, financial condition, and results of operations. We cannot be certain that we will be able to acquire merchandise at competitive prices or on competitive terms in the future. These risks could have a material adverse effect on our business, financial condition, and results of operations.

The industry in which we operate is dependent upon fashion trends, customer preferences, product innovations, and other fashion-related factors.

The athletic footwear and apparel industry, especially at the premium end of the price spectrum, in which we operate, is subject to changing fashion trends and customer preferences. In addition, retailers in the athletic industry rely on their suppliers to maintain innovation in the products they develop. We cannot guarantee that our merchandise selection will accurately reflect customer preferences when it is offered for sale or that we will be able to identify and respond quickly to fashion changes, particularly given the long lead times for ordering much of our merchandise from suppliers. A substantial portion of our highest margin sales are to young males (ages 12–25), many of whom we believe purchase athletic footwear and athletic apparel as a fashion statement and are frequent purchasers. Our failure to anticipate, identify or react appropriately in a timely manner to changes in fashion trends that would make athletic footwear or athletic apparel less attractive to our customers could have a material adverse effect on our business, financial condition, and results of operations.

If we do not successfully manage our inventory levels, our operating results will be adversely affected.

We must maintain sufficient inventory levels to operate our business successfully. However, we also must guard against accumulating excess inventory. For example, we order most of our athletic footwear four to six months prior to delivery to our stores. If we fail to anticipate accurately either the market for the merchandise in our stores or our customers’ purchasing habits, we may be forced to rely on markdowns or promotional sales to dispose of excess or slow moving inventory, which could have a material adverse effect on our business, financial condition, and results of operations.

Our financial condition and results of operations for 2020 will be adversely affected by the COVID-19 pandemic.  

In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in Wuhan, China. On March 18, 2020, in response to intensifying efforts to contain the spread of COVID-19, we temporarily closed our stores across all of our brands in North America, EMEA, and Malaysia – that includes Foot Locker, Lady Foot Locker, Kids Foot Locker, Footaction, Champs Sports, Runners Point, and Sidestep. On March 25, 2020, we closed our stores in New Zealand. The rest of the Company’s locations in the Asia Pacific region, which include Hong Kong, Singapore, and Australia, will remain open subject to direction from local and national governments. We continue to monitor the outbreak of COVID-19 and other closures may be required to help ensure the health and safety of our associates and our customers. We are also continuing to communicate with our suppliers regarding the flow of product and potential temporary effects on our supply chain. Given the dynamic nature of these circumstances, the duration of business disruption, and reduced customer traffic, the related financial affect cannot be reasonably estimated at this time but are expected to materially affect our business for the first quarter and full year of 2020. The extent to which COVID-19 affects our results, or those of our suppliers, will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions and related costs to contain  or treat it, among others.

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2019 Form 10-K Page 4

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We are affected by mall traffic and our ability to secure suitable store locations.

Many of our stores, especially in North America, are located primarily in enclosed regional and neighborhood malls. Our sales are affected, in part, by the volume of mall traffic. Mall traffic may be adversely affected by, among other factors, economic downturns, the closing or continued decline of anchor department stores and/or specialty stores, and a decline in the popularity of mall shopping among our target customers.

Further, any terrorist act, natural disaster, public health issue, such as COVID-19, flu or other pandemics, or safety concern that decreases the level of mall traffic, or that affects our ability to open and operate stores in such locations, could have a material adverse effect on our business.

To take advantage of customer traffic and the shopping preferences of our customers, we need to maintain or acquire stores in desirable locations such as in regional and neighborhood malls, as well as high-traffic urban retail areas and high streets. We cannot be certain that desirable locations will continue to be available at favorable rates. Some traditional enclosed malls are experiencing significantly lower levels of customer traffic, driven by economic conditions, the closure of certain mall anchor tenants, and changes in customer shopping preferences, such as online shopping. Further, some malls have closed, and others may close in the future. While we seek to obtain suitable locations off-mall there is no guarantee that we will be able to secure such locations.

Several large landlords dominate the ownership of prime malls and because of our dependence upon these landlords for a substantial number of our locations, any significant erosion of their financial condition or our relationships with them could negatively affect our ability to obtain and retain store locations. Additionally, further landlord consolidation may negatively affect our ability to negotiate favorable lease terms.

Our future growth may depend on our ability to expand operations in international markets.

Our future growth will depend, in part, on our ability to expand our business in additional international markets. As we expand into new international markets, we may have only limited experience in operating our business in such markets. In other instances, we may have to rely on the efforts and abilities of foreign business partners in such markets. In addition, business practices in these new international markets may be unlike those in the other markets we serve, and we may face increased exposure to certain risks. Our future growth may be materially adversely affected if we are unsuccessful in our international expansion efforts.

We may experience fluctuations in, and cyclicality of, our comparable-store sales results.

Our comparable-store sales have fluctuated significantly in the past, on both an annual and a quarterly basis, and we expect them to continue to fluctuate in the future. A variety of factors affect our comparable-store sales results, including, among others, fashion trends, product innovation, promotional events, the highly competitive retail sales environment, economic conditions, timing of income tax refunds, changes in our merchandise mix, calendar shifts of holiday periods, declines in foot traffic, supply chain disruptions, and weather conditions.

Many of our products represent discretionary purchases. Accordingly, customer demand for these products could decline in an economic downturn or if our customers develop other priorities for their discretionary spending. These risks could have a material adverse effect on our business, financial condition, and results of operations.

The effects of natural disasters, terrorism, acts of war, acts of violence, and public health issues may adversely affect our business.

Natural disasters, including earthquakes, hurricanes, floods, and tornadoes may affect store and distribution center operations. In addition, acts of terrorism, acts of war, and military action both in the United States and abroad can have a significant effect on economic conditions and may negatively affect our ability to purchase merchandise from suppliers for sale to our customers. Any act of violence, including active shooter situations and terrorist activities, that are targeted at or threatened against shopping malls, our stores, offices or distribution centers, could result in restricted access to our stores and/or store closures in the short-term and, in the long-term, may cause our customers and employees to avoid visiting our stores.

Public health issues, such as COVID-19, flu or other pandemics, whether occurring in the United States or abroad, could disrupt our operations and result in a significant part of our workforce being unable to operate or maintain our infrastructure or perform other tasks necessary to conduct our business. Additionally, public health issues may disrupt, or have an adverse effect on, our suppliers’ operations, our operations, our customers, or result in significantly lower traffic to or closure of our stores, or customer demand.

2019 Form 10-K Page 5

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Our ability to mitigate the adverse effect of these events depends, in part, upon the effectiveness of our disaster preparedness and response planning as well as business continuity planning. However, we cannot be certain that our plans will be adequate or implemented properly in the event of an actual disaster.

Any significant declines in public safety or uncertainties regarding future economic prospects that affect customer spending habits could have a material adverse effect on customer purchases of our products. We may be required to suspend operations in some or all of our locations and incur significant costs to remediate concerns which could have a material adverse effect on our business, financial condition, and results of operations.

Technology, Data Security, and Privacy Risks

We are subject to technology risks including failures, security breaches, and cybersecurity risks that could harm our business, damage our reputation, and increase our costs in an effort to protect against these risks.

Information technology is a critical part of our business operations. We depend on information systems to process transactions, make operational decisions, manage inventory, operate our websites, purchase, sell and ship goods on a timely basis, and maintain cost-efficient operations. There is a risk that we could experience a business interruption, theft of information, or reputational damage as a result of a cyber-attack, such as an infiltration of a data center or data leakage of confidential information, either internally or at our third-party providers. We may experience operational problems with our information systems as a result of system failures, system implementation issues, viruses, malicious hackers, sabotage, or other causes.

We invest in security technology to protect the data stored by us, including our data and business processes, against the risk of data security breaches and cyber-attacks. Our data security management program includes enforcement of standard data protection policies such as Payment Card Industry compliance. Additionally, we evaluate our major technology suppliers and any outsourced services through accepted security assessment measures. We maintain and routinely test backup systems and disaster recovery, along with external network security penetration testing by an independent third party as part of our business continuity preparedness.

While we believe that our security technology and processes follow appropriate practices in the prevention of security breaches and the mitigation of cybersecurity risks, given the ever-increasing abilities of those intent on breaching cybersecurity measures and given the necessity of our reliance on the security procedures of third-party vendors, the total security effort at any point in time may not be completely effective. Any security breaches and cyber incidents could adversely affect our business. Failure of our systems, either internally or at our third-party providers, including failures due to cyber-attacks that would prevent the ability of systems to function as intended, could cause transaction errors, loss of customers and sales, and negative consequences to us, our employees, and those with whom we do business. Any security breach involving the misappropriation, loss, or other unauthorized disclosure of confidential information by us could also severely damage our reputation, expose us to the risks of litigation and liability, increase operating costs associated with remediation, and harm our business. While we carry insurance that would mitigate the losses, insurance may be insufficient to compensate us fully for potentially significant losses.

Risks associated with digital operations.

Our digital operations are subject to numerous risks, including risks related to the failure of the computer systems that operate our websites, mobile sites, and apps and their related support systems, computer viruses, cybersecurity risks, telecommunications failures, denial of service attacks, bot attacks, and similar disruptions. Also, we will require additional capital in the future to sustain or grow our digital commerce business. Risks related to digital commerce include those associated with credit card fraud, the need to keep pace with rapid technological change, governmental regulation, and legal uncertainties with respect to internet regulatory compliance. If any of these risks materialize, it could have a material adverse effect on our business.

Privacy and data security concerns and regulation could result in additional costs and liabilities.

The protection of customer, employee, and Company data is critical. The regulatory environment surrounding information security and privacy is demanding, with the frequent imposition of new and changing requirements. In addition, customers appear increasingly to have a high expectation that we will adequately protect their personal information. Any actual or perceived misappropriation or breach involving this data could attract negative media attention, cause harm to our reputation or result in liability (including but not limited to fines, penalties or lawsuits), any of which could have a material adverse effect on our business, operational results, financial position, and cash flows.

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2019 Form 10-K Page 6

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The European Union (“E.U.”) adopted a comprehensive General Data Privacy Regulation (the “GDPR”), which became effective in May 2018. GDPR requires companies to satisfy new requirements regarding the handling of personal and sensitive data, including its use, protection, and the ability of persons whose data is stored to correct or delete data about themselves. Failure to comply with GDPR requirements could result in penalties of up to 4 percent of worldwide revenue.

In addition, the State of California adopted the California Consumer Protection Act of 2018 ("CCPA"), which became effective January 1, 2020. The CCPA requires companies that process information on California residents to make new disclosures to consumers about their data collection, use and sharing practices, allows consumers to opt out of certain data sharing with third parties, and provides a new cause of action for data breaches. It remains unclear how the CCPA will be interpreted and the extent of its effect on our business. Some observers have noted that the CCPA could mark the beginning of a trend toward more stringent privacy legislation in the United States, which could increase our potential liability and adversely affect our business.

GDPR, CCPA and other similar laws and regulations, as well as any associated inquiries or investigations or any other government actions, may be costly to comply with, result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to remedies that may harm our business, including fines or demands or orders that we modify or cease existing business practices. The laws and regulations relating to privacy and data security are evolving, can be subject to significant change and may result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions.

The technology enablement of omni-channel in our business is complex and involves the development of a new digital platform and a new order management system designed to enhance the complete customer experience.

We continue to invest in initiatives designed to deliver a high-quality, coordinated shopping experience online, in stores, and on mobile devices, which requires substantial investment in technology, information systems, and employee training, as well as significant management time and resources. Our omni-channel retailing efforts include the integration and implementation of new technology, software, and processes to be able to fulfill orders from any point within our system of stores and distribution centers, which is extremely complex and may not meet customer expectations for timely and accurate deliveries. These efforts involve substantial risk, including risk of implementation delays, cost overruns, technology interruptions, supply and distribution delays, and other issues that can affect the successful implementation and operation of our omni-channel initiatives.

If our omni-channel initiatives are not successful, or we do not realize the return on our omni-channel investments that we anticipate, our financial performance and future growth could be materially adversely affected.

Operational and Supply Chain Risks

Complications in our distribution centers and other factors affecting the distribution of merchandise may affect our business.

We operate multiple distribution centers worldwide to support our businesses. In addition to the distribution centers that we operate, we have third-party arrangements to support our operations in the United States, Canada, England, Australia, and New Zealand. If complications arise with any facility or if any facility is severely damaged or destroyed, our other distribution centers may be unable to support the resulting additional distribution demands. We also may be affected by disruptions in the global transportation network caused by events including delays caused by the COVID-19 pandemic, port strikes, weather conditions, work stoppages, or other labor unrest. These factors may adversely affect our ability to deliver inventory on a timely basis. We depend upon third-party carriers for shipment of merchandise. Any interruption in service by these carriers for any reason could cause disruptions in our business, a loss of sales and profits, and other material adverse effects.

Manufacturer compliance with our social compliance program requirements.

We require our independent manufacturers to comply with our policies and procedures, which cover many areas including labor, health and safety, and environmental standards. We monitor compliance with our policies and procedures using internal resources, as well as third-party monitoring firms. Although we monitor their compliance with these policies and procedures, we do not control the manufacturers or their practices. Any failure of our independent manufacturers to comply with our policies and procedures or local laws in the country of manufacture could disrupt the shipment of merchandise to us, force us to locate alternate manufacturing sources, reduce demand for our merchandise, or damage our reputation.

2019 Form 10-K Page 7

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Our reliance on key management.

Future performance will depend upon our ability to attract, retain, and motivate our executive and senior management teams. Our executive and senior management teams have substantial experience and expertise in our business and have made significant contributions to our success. Our future performance depends to a significant extent both upon the continued services of our current executive and senior management teams, as well as our ability to attract, hire, motivate, and retain additional qualified management in the future. While we believe that we have adequate succession planning and executive development programs, competition for key executives in the retail industry is intense, and our operations could be adversely affected if we cannot retain and attract qualified executives.

Risks associated with attracting and retaining store and field associates.

Our success depends, in part, upon our ability to attract, develop, and retain a sufficient number of qualified store and field associates. The turnover rate in the retail industry is generally high. If we are unable to attract and retain quality associates, our ability to meet our growth goals or to sustain expected levels of profitability may be compromised. Our ability to meet our labor needs while controlling costs is subject to external factors such as unemployment levels, prevailing wage rates, minimum wage legislation, and overtime regulations.

Investment Risks

If our long-lived tangible assets and operating lease right-of-use assets, or goodwill become impaired, we may need to record significant non-cash impairment charges.

We review our long-lived tangible assets and operating lease right-of-use assets, and goodwill when events indicate that the carrying value of such assets may be impaired. Goodwill is reviewed for impairment if impairment indicators arise and, at a minimum, annually. Goodwill is not amortized but is subject to an impairment test, which consists of either a qualitative assessment on a reporting unit level, or a two-step impairment test, if necessary. The determination of impairment charges is significantly affected by estimates of future operating cash flows and estimates of fair value. Our estimates of future operating cash flows are identified from our long-range strategic plans, which are based upon our experience, knowledge, and expectations; however, these estimates can be affected by factors such as our future operating results, future store profitability, and future economic conditions, all of which are difficult to predict accurately. Any significant deterioration in macroeconomic conditions could affect the fair value of our long-lived assets, including our operating lease right-of-use assets, and goodwill and could result in future impairment charges, which would adversely affect our results of operations.

We do not have the ability to exert control over our minority investments, and therefore, we are dependent on others in order to realize their potential benefits.

We currently hold $142 million of non-controlling minority investments in various entities and we may make additional strategic minority investments in the future. Such minority investments inherently involve a lesser degree of control over business operations, thereby potentially increasing the financial, legal, operational, and compliance risks associated with the investments. Other investors in these entities may have business goals and interests that are not aligned with ours or may exercise their rights in a manner in which we do not approve. These circumstances could lead to delayed decisions or disputes and litigation with those other investors, all of which could have a material adverse impact on our reputation, business, financial condition, and results of operations.

If our investees seek additional financing to fund their growth strategies, these financing transactions may result in further dilution of our ownership stakes and these transactions may occur at lower valuations than the investment transactions through which we acquired such interests, which could significantly decrease the fair values of our investments in those entities. Additionally, if our investees are unable to obtain any financing, those entities could need to significantly reduce their spending in order to fund their operations or result in their insolvency. These actions likely would result in reduced growth forecasts, which also could significantly decrease the fair values of our investments in those entities.

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2019 Form 10-K Page 8

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Regulatory, Global, Legal, and Other External Risks

Economic or political conditions in other countries, including fluctuations in foreign currency exchange rates and tax rates may adversely affect our operations.

A significant portion of our sales and operating income for 2019 was attributable to our operations outside of the United States. As a result, our business is subject to the risks associated with doing business outside of the United States such as local customer product preferences, political unrest, disruptions or delays in shipments, changes in economic conditions in countries in which we operate, foreign currency fluctuations, real estate costs, and labor and employment practices in non-U.S. jurisdictions that may differ significantly from those that prevail in the United States. In addition, because our suppliers manufacture a substantial amount of our products in foreign countries, our ability to obtain sufficient quantities of merchandise on favorable terms may be affected by governmental regulations, trade restrictions, labor, and other conditions in the countries from which our suppliers obtain their product.

Fluctuations in the value of the euro and the British Pound may affect the value of our European earnings when translated into U.S. dollars. Similarly, our earnings in other jurisdictions may be affected by the value of currencies when translated into U.S. dollars.

Except for our business in the United Kingdom (the “U.K.”), our international subsidiaries conduct most of their business in their local currency. Inventory purchases for our U.K. business are denominated in euros, which could result in foreign currency transaction gains or losses.

Our products are subject to import and excise duties and/or sales or value-added taxes in many jurisdictions. Fluctuations in tax rates and duties and changes in tax legislation or regulation could have a material adverse effect on our results of operations and financial condition.

Significant developments stemming from the U.K.’s withdrawal from the E.U. could have a material adverse effect on the Company.

In January 2020, the U.K. and E.U. entered into a withdrawal agreement pursuant to which the U.K. formally withdrew from the E.U. on January 31, 2020, which is commonly referred to as “Brexit.” Following such withdrawal, the U.K. entered into a transition period scheduled to end on December 31, 2020. During the transition period, the U.K. will remain subject to E.U. law and maintain access to the E.U. single market and to the global trade deals negotiated by the E.U. on behalf of its members. There remains substantial uncertainty surrounding the ultimate effect of Brexit and any associated transition period.

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We have significant operations in both the U.K. and the E.U., and we are highly dependent on the free flow of labor and goods in those regions. In response to Brexit, in February 2020 we engaged with a third-party logistics provider within England to mitigate supply chain risks. Uncertainty surrounding Brexit could cause a slowdown in economic activity in the U.K., Europe or globally, which could adversely affect our operating results and growth prospects. In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which E.U. laws to replace or replicate, including data protection regulation. Compliance with any new laws and regulations may be cumbersome, difficult or costly.

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The ultimate effects of Brexit will depend on any agreements the U.K. makes to retain access to E.U. markets, either during the transition period or more permanently. These outcomes could disrupt the markets we serve and the tax jurisdictions in which we operate and create uncertainty and challenges (particularly in the near term) with respect to trading relationships between our U.K. subsidiary and other E.U. nations. These possible effects of Brexit, among others, could adversely affect our business, results of operations, and financial condition.

​

Imposition of tariffs and export controls on the products we buy may have a material adverse effect on our business.

A significant portion of the products that we purchase, including the portion purchased from domestic suppliers, as well as most of our private brand merchandise, is manufactured abroad. We may be affected by potential changes in international trade agreements or tariffs, such as new tariffs imposed on certain Chinese-made goods imported into the U.S. Furthermore, China or other countries may institute retaliatory trade measures in response to existing or future tariffs imposed by the U.S. that could have a negative effect on our business. If any of these events occur as described, we may be obligated to seek alternative suppliers for our private brand merchandise, raise prices, or make changes to our operations, any of which could have a material adverse effect on our sales and profitability, results of operations and financial condition.

2019 Form 10-K Page 9

​

​

Macroeconomic developments may adversely affect our business.

Our performance is subject to global economic conditions and the related effects on consumer spending levels. Continued uncertainty about global economic conditions, including the COVID-19 pandemic, poses a risk as consumers and businesses may postpone spending in response to tighter credit, unemployment, negative financial news, and/or declines in income or asset values, which could have a material negative effect on demand for our products.

As a retailer that is dependent upon consumer discretionary spending, our results of operations are sensitive to changes in macroeconomic conditions. Our customers may have less money for discretionary purchases as a result of job losses, foreclosures, bankruptcies, increased fuel and energy costs, higher interest rates, higher taxes, reduced access to credit, and lower home values. These and other economic factors could adversely affect demand for our products, which could adversely affect our financial condition and operating results.

Instability in the financial markets may adversely affect our business.

Instability in the global financial markets could reduce availability of credit to our business. Although we currently have a revolving credit agreement in place until May 19, 2021, tightening of credit markets could make it more difficult for us to access funds, refinance our existing indebtedness, enter into agreements for new indebtedness, or obtain funding through the issuance of the Company’s securities.

In 2017, the U.K.’s Financial Conduct Authority, which regulates LIBOR, announced its intention to phase out LIBOR by the end of 2021. It is unclear if LIBOR will cease to exist at that time or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. If LIBOR ceases to exist, we will need to renegotiate our credit facility. This could have an adverse effect on our financing costs. We rely on a few key suppliers for a majority of our merchandise purchases (including a significant portion from one key supplier). The inability of these key suppliers to access liquidity, or the insolvency of key suppliers, could lead to their failure to deliver merchandise to us. Our inability to obtain merchandise in a timely manner from major suppliers could have a material adverse effect on our business, financial condition, and results of operations.

Material changes in the market value of the securities we hold may adversely affect our results of operations and financial condition.

At February 1, 2020, our cash and cash equivalents totaled $907 million. The majority of our investments were short-term deposits in highly-rated banking institutions. We regularly monitor our counterparty credit risk and mitigate our exposure by making short-term investments only in highly-rated institutions and by limiting the amount we invest in any one institution. We continually monitor the creditworthiness of our counterparties. At February 1, 2020, all investments were in investment grade institutions. Despite an investment grade rating, it is possible that the value or liquidity of our investments may decline due to any number of factors, including general market conditions and bank-specific credit issues.

Our U.S. pension plan trust holds assets totaling $664 million at February 1, 2020. The fair values of these assets held in the trust are compared to the plan’s projected benefit obligation to determine the pension funding liability. We attempt to mitigate funding risk through asset diversification, and we regularly monitor investment risk of our portfolio through quarterly investment portfolio reviews and periodic asset and liability studies. Despite these measures, it is possible that the value of our portfolio may decline in the future due to any number of factors, including general market conditions and credit issues. Such declines could affect the funded status of our pension plan and future funding requirements.

Our financial results may be adversely affected by tax rates or exposure to additional tax liabilities.

We are a U.S. based multinational company subject to tax in multiple U.S. and foreign tax jurisdictions. Our provision for income taxes is based on a jurisdictional mix of earnings, statutory rates, and enacted tax rules, including transfer pricing. Significant judgment is required in determining our provision for income taxes and in evaluating our tax positions on a worldwide basis. Our effective tax rate could be adversely affected by a number of factors, including shifts in the mix of pretax results by tax jurisdiction, changes in tax laws or related interpretations in the jurisdictions in which we operate, and tax assessments and related interest and penalties resulting from income tax audits.

​

2019 Form 10-K Page 10

​

​

Changes in employment laws or regulation could harm our performance.

Various foreign and domestic labor laws govern our relationship with our employees and affect our operating costs. These laws include minimum wage requirements, overtime and sick pay, paid time off, work scheduling, healthcare reform and the Patient Protection and Affordable Care Act, unemployment tax rates, workers’ compensation rates, European works council requirements, and union organization. A number of factors could adversely affect our operating results, including additional government-imposed increases in minimum wages, overtime and sick pay, paid leaves of absence, mandated health benefits, and changing regulations from the National Labor Relations Board or other agencies. Complying with any new legislation or reversing changes implemented under existing law could be time-intensive and expensive and may affect our business.

Legislative or regulatory initiatives related to climate change concerns may negatively affect our business.

Greenhouse gases may have an adverse effect on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters. Global climate change could result in certain types of natural disasters occurring more frequently or with more intense effects. Such events could make it difficult or impossible for us to deliver products to our customers, create delays and inefficiencies in our supply chain. Following an interruption to our business, we could require substantial recovery time, experience significant expenditures to resume operations, and lose significant sales. Concern over climate change may result in new or additional legal, legislative, and regulatory requirements to reduce or mitigate the effects of climate change on the environment, which could result in future tax, transportation, and utility increases, which could adversely affect our business. There is also increased focus, including by investors, customers, and other stakeholders on these and other sustainability matters, including the use of plastic, energy, waste, and worker safety.

Increasing scrutiny and changing expectations from investors and our customers with respect to our Corporate Social Responsibility (“CSR”) may impose additional costs on us or expose us to new or additional risks.

Our reputation could be damaged if we do not (or are perceived not to) act responsibly with respect to sustainability matters, which could adversely affect our business, results of operations, cash flows, and financial condition. Increasing attention to CSR matters may affect our business and some institutional investors may be discouraged from investing in us.

Companies across all industries are facing increasing scrutiny from stakeholders related to their CSR practices. Investor advocacy groups, certain institutional investors, investment funds, and other influential investors are also increasingly focused on CSR practices and in recent years have placed increasing importance on the implications and social cost of their investments. Regardless of the industry, investors’ increased focus and activism related to CSR and similar matters may hinder access to capital, as investors may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s CSR practices. Companies which do not adapt to or comply with investor or stakeholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for CSR issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.

In addition, the importance of CSR scoring evaluations is becoming more broadly accepted by shareholders. Certain organizations that provide corporate governance and other corporate risk information to shareholders have developed scores and ratings to evaluate companies based upon CSR metrics. Many shareholders focus on positive CSR business practices and scores when making investments and may consider a company’s score as a reputational or other factor in making an investment decision. In addition, investors, particularly institutional investors, use these scores to benchmark companies against their peers and if a company is perceived as lagging, these investors may engage with companies to require improved CSR disclosure or performance. We may face reputational damage in the event our CSR procedures or standards do not meet the standards set by various constituencies. A low score could result in a negative perception of us, or exclusion of our common stock from consideration by certain investors who may elect to invest with our competition instead. In addition, the cost of compliance to receive high CSR scores may be considerable.

​

2019 Form 10-K Page 11

​

​

We may be adversely affected by regulatory and litigation developments.

We are exposed to the risk that federal or state legislation may negatively affect our operations. Changes in federal or state wage requirements, employee rights, health care, social welfare or entitlement programs, including health insurance, paid leave programs, or other changes in workplace regulation could increase our cost of doing business or otherwise adversely affect our operations. Additionally, we are regularly involved in litigation, including commercial, tort, intellectual property, customer, employment, wage and hour, data privacy, anti-corruption, and other claims, including purported class action lawsuits. The cost of defending against these types of claims against us or the ultimate resolution of such claims, whether by settlement or adverse court decision, may harm our business.

We operate in many different jurisdictions and we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-corruption laws.

The U.S. Foreign Corrupt Practices Act (“FCPA”) and similar worldwide anti-corruption laws, including the U.K. Bribery Act of 2010, which is broader in scope than the FCPA, generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business. Our internal policies mandate compliance with these anti-corruption laws. Despite our training and compliance programs, we cannot be assured that our internal control policies and procedures will always protect us from reckless or criminal acts committed by our employees or agents. Our continued expansion outside the United States, including in developing countries, could increase the risk of FCPA violations in the future. Violations of these laws, or allegations of such violations, could have a material adverse effect on our results of operations or financial condition.

Failure to fully comply with Section 404 of the Sarbanes-Oxley Act of 2002 could negatively affect our business, market confidence in our reported financial information, and the price of our common stock.

We continue to document, test, and monitor our internal control over financial reporting in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. However, we cannot be assured that our disclosure controls and procedures and our internal control over financial reporting will prove to be completely adequate in the future. Failure to fully comply with Section 404 of the Sarbanes-Oxley Act of 2002 could negatively affect our business, market confidence in our reported financial information, and the price of our common stock.

We may face risks associated with shareholder activism.

Publicly traded companies are subject to campaigns by shareholders advocating corporate actions related to matters such as corporate governance, operational practices, and strategic direction. We may become subject in the future to such shareholder activity and demands. Such activities could interfere with our ability to execute our business plans, be costly and time-consuming, disrupt our operations, and divert the attention of management, any of which could have an adverse effect on our business or stock price.

International intellectual property protection can be uncertain and costly.

Uncertainty in intellectual property protection can result from conducting business outside the United States, particularly in jurisdictions that do not have comparable levels of protection for our assets such as intellectual property, copyrights, and trademarks.  Continuing to operate in such foreign jurisdictions where the ability to enforce intellectual property rights is limited increases our exposure to risk.  

Item 1B. Unresolved Staff Comments

None

Item 2. Properties

Our properties consist of land, leased stores, administrative facilities, and distribution centers. Gross square footage and total selling area for our store locations at the end of 2019 were approximately 13.15 and 7.57 million square feet, respectively. These properties, which are primarily leased, are located in the United States and its territories, Canada, various European countries, Asia, Australia, and New Zealand.

We currently operate six distribution centers, of which two are owned and four are leased, occupying an aggregate of 3.2 million square feet. Three of these distribution centers are located in the United States, one in Canada, one in Germany, and one in the Netherlands. We also own a cross-dock and manufacturing facility, and operate a leased warehouse in the United States, both of which support our Team Edition apparel business.

2019 Form 10-K Page 12

​

​

We believe that all leases of properties that are material to our operations may be renewed, or that alternative properties are available, on terms not materially less favorable to us than existing leases.

Item 3. Legal Proceedings

Information regarding the Company’s legal proceedings is contained in the Legal Proceedings note under “Item 8. Consolidated Financial Statements and Supplementary Data.”

Item 4. Mine Safety Disclosures

Not applicable.

Item 4A. Information about our Executive Officers

​

The following table provides information with respect to all persons serving as executive officers as of March 27, 2020, including business experience for the last five years.

​

​

​

​

Chairman, President and Chief Executive Officer

    

Richard A. Johnson

Executive Vice President and Chief Executive Officer — North America

 

Stephen D. Jacobs

Executive Vice President and Chief Executive Officer — Asia Pacific

 

Lewis P. Kimble

Executive Vice President and Chief Financial Officer 

 

Lauren B. Peters

Executive Vice President and Chief Executive Officer — EMEA

 

Vijay Talwar

Executive Vice President and Chief Information and Customer Connectivity Officer

 

Pawan Verma

Senior Vice President and Chief Accounting Officer 

 

Giovanna Cipriano

Senior Vice President, General Counsel and Secretary 

 

Sheilagh M. Clarke

Senior Vice President — Global Supply Chain

 

Todd Greener

Senior Vice President, Chief Strategy and Development Officer

 

W. Scott Martin

Senior Vice President and Chief Human Resources Officer

 

Elizabeth S. Norberg

Vice President, Treasurer

 

John A. Maurer

​

Richard A. Johnson, age 62, has served as Chairman of the Board since May 2016 and President and Chief Executive Officer since December 2014.

​

Stephen D. Jacobs, age 57, has served as Executive Vice President and Chief Executive Officer — North America since February 2016. He previously served as Executive Vice President and Chief Executive Officer Foot Locker North America from December 2014 through February 2016.

​

Lewis P. Kimble, age 61, has served as Executive Vice President and Chief Executive Officer — Asia Pacific since February 2019. Mr. Kimble previously served as Executive Vice President and Chief Executive Officer — International from February 2016 to February 2019 and President and Chief Executive Officer of Foot Locker Europe from February 2010 to February 2016.

​

Lauren B. Peters, age 58, has served as Executive Vice President and Chief Financial Officer since July 2011.

​

Vijay Talwar, age 48, has served as Executive Vice President and Chief Executive Officer — EMEA since February 2019. Mr. Talwar previously served as President — Digital from March 2018 to February 2019 and President — Digital/Footlocker.com/Eastbay from September 2016 to March 2018. Mr. Talwar served as President, Gifts and Special Occasions at Sears Holdings Corporation from 2014 to September 2016.

​

Pawan Verma, age 43, has served as Executive Vice President, Chief Information and Customer Connectivity Officer since October 2017 and as Senior Vice President and Chief Information Officer from August 2015 to September 2017. From February 2013 to July 2015, Mr. Verma served in various technology leadership roles at Target Corporation within enterprise architecture, e-commerce, mobile, and digital, with his most recent role as Vice President — Digital Technology and API Platforms.

​

Giovanna Cipriano, age 50, has served as Senior Vice President and Chief Accounting Officer since May 2009.

​

Sheilagh M. Clarke, age 60, has served as Senior Vice President, General Counsel and Secretary since June 2014.

​

​

2019 Form 10-K Page 13

​

​

Todd Greener, age 49, has served as Senior Vice President — Global Supply Chain since October 2018. Mr. Greener previously served as Senior Vice President — Supply Chain at Advance Auto Parts from March 2015 to October 2018 and General Manager — Appliance Distribution Operations at General Electric Company from September 2012 to February 2015.

​

W. Scott Martin, age 52, has served as Senior Vice President, Chief Strategy and Development Officer since March 27, 2019. Previously he served as Senior Vice President — Strategy and Store Development from October 2017 to March 26, 2019 and as Senior Vice President — Real Estate from June 2016 to September 2017. Mr. Martin previously served as Vice President, Store Development – Asia Pacific with Gap Inc. from June 2014 to June 2016.

​

Elizabeth S. Norberg, age 53, has served as Senior Vice President and Chief Human Resources Officer since September 2018. Ms. Norberg previously served as Executive Vice President, Chief Human Resources Officer at Loews Hotels & Co. (a subsidiary of Loews Corporation) from August 2017 to September 2018, Executive Vice President, Chief Human Resources Officer at Red Lion Hotels Corporation from June 2016 to August 2017, and Vice President and Chief of Human Resources Operations, Health System at Northwell Health from January 2015 to June 2016.

​

John A. Maurer, age 60, has served as Vice President, Treasurer since September 2006. In addition to this role, he also served as the Vice President of Investor Relations from February 2011 through March 2018.

​

There are no family relationships among the executive officers or directors of the Company.

​

​

PART II

Item 5.

Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Foot Locker, Inc. common stock (ticker symbol “FL”) is listed on The New York Stock Exchange as well as on the Börse Stuttgart stock exchange in Germany. As of February 1, 2020, we had 12,223 shareholders of record owning 104,187,310 common shares. During each of the quarters of 2019, the Company declared a dividend of $0.38 per share. The Board of Directors reviews the dividend policy and rate, taking into consideration the overall financial and strategic outlook for our earnings, liquidity, and cash flow. On February 19, 2020, the Board of Directors declared a quarterly dividend of $0.40 per share to be paid on May 1, 2020. This dividend represents a 5 percent increase over the previous quarterly per share amount.

The following table is a summary of our fourth quarter share repurchases:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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)

November 3 to November 30, 2019

 

50,301

​

$

41.94

 

50,000

​

$

899,873,959

December 1 to January 4, 2020

 

831,423

​

 

39.28

 

831,423

​

 

867,215,222

January 5 to February 1, 2020

 

—

​

 

—

 

—

​

 

867,215,222

​

 

881,724

​

$

39.43

 

881,423

​

 

  

​

(1)These columns also reflect shares acquired in satisfaction of the tax withholding obligation of holders of restricted stock awards, which vested during the quarter, and 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 20, 2019, the Board of Directors approved a new 3-year, $1.2 billion share repurchase program extending through January 2022. Through February 1, 2020, 8 million shares of common stock were purchased under this program for an aggregate cost of $333 million.

2019 Form 10-K Page 14

​

​

Performance Graph

The graph below compares the cumulative five-year total return to shareholders (common stock price appreciation plus dividends, on a reinvested basis) on our common stock relative to the total returns of the S&P 400 Specialty Retailing Index and the Russell Midcap Index.

​

Indexed Share Price Performance

Indexed Stock Graph - Annual Report 2019 - Working Formulas - Excel

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

1/31/2015

    

1/30/2016

    

1/28/2017

    

2/3/2018

    

2/2/2019

    

2/1/2020

Foot Locker, Inc.

​

$

100.00

​

$

128.91

​

$

132.00

​

$

96.46

​

$

112.86

​

$

80.45

S&P 400 Specialty Retailing Index

​

$

100.00

​

$

84.71

​

$

82.38

​

$

80.29

​

$

81.15

​

$

82.25

Russell Midcap Index

​

$

100.00

​

$

92.61

​

$

115.98

​

$

135.74

​

$

135.18

​

$

157.30

​

We previously used the S&P 500 Specialty Retailing Index and the S&P 500 Index, however, due to the reduction in size of our market capitalization it was determined that the Russell Midcap Index and S&P 400 Specialty Retailing Index are more appropriate benchmarks as the median market capitalization is the closest to the Company’s. The following graph compares the cumulative five-year total return to shareholders on our common stock relative to the total returns of the S&P 500 Specialty Retailing Index and S&P 500 Index. It is our intention to use the Russell Midcap Index and the S&P 400 Specialty Retailing Index for future performance graphs.

​

Indexed Share Price Performance

Indexed Stock Graph - Annual Report 2019 - Working Formulas - Excel

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

1/31/2015

    

1/30/2016

    

1/28/2017

    

2/3/2018

    

2/2/2019

    

2/1/2020

Foot Locker, Inc.

​

$

100.00

​

$

128.91

​

$

132.00

​

$

96.46

​

$

112.86

​

$

80.45

S&P 500 Specialty Retailing Index

​

$

100.00

​

$

108.31

​

$

116.52

​

$

143.45

​

$

148.64

​

$

182.44

S&P 500 Index

​

$

100.00

​

$

99.33

​

$

120.04

​

$

147.44

​

$

147.35

​

$

179.10

​

The above information should not be deemed  “soliciting material” or  be filed with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.

2019 Form 10-K Page 15

​

​

Item 6. Selected Financial Data

FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA

The selected financial data below should be read in conjunction with the Consolidated Financial Statements and the Notes thereto and other information contained elsewhere in this report.

​

​

​

​

​

​

​

​

​

​

​

​

​

    

2019

    

2018

    

2017 (1)

    

2016

    

2015

​

​

(in millions, except per share amounts)

Summary of Operations

 

​

  

 

  

 

  

 

  

 

  

Sales

​

$

8,005

 

7,939

 

7,782

 

7,766

 

7,412

Gross margin

​

 

2,543

 

2,528

 

2,456

 

2,636

 

2,505

Selling, general and administrative expenses

​

 

1,650

 

1,614

 

1,501

 

1,472

 

1,415

Depreciation and amortization

​

 

179

 

178

 

173

 

158

 

148

Impairment and other charges

​

 

65

 

37

 

211

 

6

 

105

Interest income / (expense), net

​

 

11

 

9

 

2

 

(2)

 

(4)

Other income, net

​

 

12

 

5

 

5

 

6

 

4

Net income

​

 

491

 

541

 

284

 

664

 

541

Per Common Share Data

​

 

​

 

​

 

  

 

  

 

  

Basic earnings

​

​

4.52

 

4.68

 

2.23

 

4.95

 

3.89

Diluted earnings

​

​

4.50

 

4.66

 

2.22

 

4.91

 

3.84

Common stock dividends declared per share

​

 

1.52

 

1.38

 

1.24

 

1.10

 

1.00

Weighted-average Common Shares Outstanding

​

 

​

 

​

 

  

 

  

 

  

Basic earnings

​

 

108.7

 

115.6

 

127.2

 

134.0

 

139.1

Diluted earnings

​

 

109.1

 

116.1

 

127.9

 

135.1

 

140.8

Financial Condition

​

 

  

 

  

 

  

 

  

 

  

Cash and cash equivalents

​

$

907

 

891

 

849

 

1,046

 

1,021

Merchandise inventories

​

 

1,208

 

1,269

 

1,278

 

1,307

 

1,285

Property and equipment, net

​

 

824

 

836

 

866

 

765

 

661

Total assets

​

 

6,589

 

3,820

 

3,961

 

3,840

 

3,775

Long-term debt and obligations under capital leases

​

 

122

 

124

 

125

 

127

 

130

Total shareholders’ equity

​

 

2,473

 

2,506

 

2,519

 

2,710

 

2,553

Financial Ratios

​

 

  

 

  

 

  

 

  

 

  

Sales per average gross square foot (2)

​

$

510

 

504

 

495

 

515

 

504

SG&A as a percentage of sales

​

 

20.6

%

20.3

​

19.3

 

19.0

 

19.1

Net income margin

​

 

6.1

%

6.8

​

3.6

 

8.6

 

7.3

Adjusted net income margin (3)

​

 

6.7

%

6.9

​

6.6

 

8.4

 

8.2

Earnings before interest and taxes (EBIT) (3)

​

$

661

​

704

​

576

 

1,006

 

841

EBIT margin (3)

​

 

8.3

%

8.9

​

7.4

 

13.0

 

11.3

Adjusted EBIT (3)

​

$

722

​

741

​

762

 

1,012

 

946

Adjusted EBIT margin (3)

​

 

9.0

%

9.3

​

9.9

 

13.0

 

12.8

Return on assets (ROA)

​

 

9.4

%

13.9

​

7.3

 

17.4

 

14.7

Return on invested capital (ROIC) (3)

​

 

12.5

%

12.0

​

11.0

 

15.1

 

15.8

Net debt capitalization percent (3), (4)

​

 

49.4

%

51.7

​

54.4

 

48.5

 

47.4

Current ratio

​

 

2.0

 

3.3

 

4.1

 

4.3

 

3.7

Other Data

​

 

  

 

  

 

  

 

  

 

  

Capital expenditures

​

$

187

 

187

 

274

 

266

 

228

Number of stores at year end

​

 

3,129

 

3,221

 

3,310

 

3,363

 

3,383

Total selling square footage at year end (in millions)

​

 

7.57

 

7.63

 

7.71

 

7.63

 

7.58

Total gross square footage at year end (in millions)

​

 

13.15

 

13.24

 

13.30

 

13.12

 

12.92

​

(1)2017 represented the 53 weeks ended February 3, 2018.
(2)Calculated as store sales divided by the average monthly ending gross square footage of the last thirteen months. The computation for each of the years presented reflects the foreign exchange rate in effect for such year. The 2017 amount has been calculated excluding the sales of the 53rd week.
(3)These represent non-GAAP measures, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information and calculation.
(4)Represents total debt and obligations under leases, net of cash, and cash equivalents. For 2015 to 2018, this calculation includes the present value of operating leases prior to the adoption of the new lease accounting standard and therefore is considered a non-GAAP measure.

​

2019 Form 10-K Page 16

​

​

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This section of the Annual Report on Form 10-K generally discusses 2019 and 2018 detail and year-over-year comparisons between 2019 and 2018. For a comparison of our results for 2018 to our results of 2017 and other financial information related to 2017, refer to our Annual Report on Form 10-K for the year ended February 2, 2019 filed with the SEC on April 2, 2019.

Business Overview

Foot Locker, Inc. leads the celebration of sneaker and youth culture around the globe through a portfolio of brands including Foot Locker, Lady Foot Locker, Kids Foot Locker, Champs Sports, Eastbay, Footaction, Runners Point, and Sidestep. As of February 1, 2020, we operated 3,129 primarily mall-based stores, as well as stores in high-traffic urban retail areas and high streets, in 27 countries across the United States, Canada, Europe, Australia, New Zealand, and Asia. Our purpose is to inspire and empower youth culture around the world, by fueling a shared passion for self-expression and creating unrivaled experiences at the heart of the global sneaker community.

Foot Locker, Inc. uses its omni-channel capabilities to bridge the digital world and physical stores, including order-in-store, buy online and pickup-in-store, and buy online and ship-from-store, as well as e-commerce. We operate websites and mobile apps aligned with the brand names of our store banners (including footlocker.com, ladyfootlocker.com, kidsfootlocker.com, champssports.com, footaction.com, footlocker.ca, footlocker.eu (and related e-commerce sites in the various European countries that we operate) footlocker.com.au, runnerspoint.com, sidestep-shoes.com, footlocker.hk, footlocker.sg, and footlocker.my). These sites offer some of the largest online product selections and provide a seamless link between e-commerce and physical stores. We also operate the websites for eastbay.com, final-score.com, and eastbayteamsales.com.

Segment Reporting

Our operating segments are identified according to how our business activities are managed and evaluated by our chief operating decision maker, our CEO. During 2018, we expanded into Asia and launched our digital channels across Singapore, Hong Kong, and Malaysia. During the first quarter of 2019, we changed our organizational and internal reporting structure to support an accelerated growth strategy for the region. We opened an Asian headquarters in Singapore and realigned our organization into three distinct geographic regions: North America, Europe, Middle East and Africa (“EMEA”), and Asia Pacific.

​

Accordingly, in the first quarter of 2019, we re-evaluated our operating segments. We determined that we have three operating segments, North America, EMEA, and Asia Pacific. Our North America operating segment includes the results of the following banners operating in the U.S. and Canada: Foot Locker, Kids Foot Locker, Lady Foot Locker, Champs Sports, and Footaction, including each of their related e-commerce businesses, as well as our Eastbay business that includes internet, catalog, and team sales. Our EMEA operating segment includes the results of the following banners operating in Europe: Foot Locker, Runners Point, Sidestep, and Kids Foot Locker, including each of their related e-commerce businesses. Our Asia Pacific operating segment includes the results of Foot Locker and Kids Foot Locker operating in Australia, New Zealand, and Asia as well as the related e-commerce businesses operating in Australia and Asia. We have further aggregated these operating segments into one reportable segment based upon their shared customer base and similar economic characteristics.

Recent Events and Trends

COVID-19 is having a significant effect on overall economic conditions in the various geographic areas in which we have operations. Our top priority is to protect our associates and their families, our customers, and our operations. We are taking all precautionary measures as directed by health authorities and local and national governments. On March 18, 2020, in response to intensifying efforts to contain the spread of COVID-19, we temporarily closed our stores across all of our brands in North America, EMEA, and Malaysia. On March 25, 2020, we temporarily closed our stores in New Zealand. The rest of our locations in the Asia Pacific region, which include Hong Kong, Singapore, and Australia, will remain open subject to direction from local and national governments. We continue to monitor the outbreak of COVID-19 and other closures, or closures for a longer period of time, may be required to help ensure the health and safety of our associates and our customers. COVID-19 has and may continue to have an effect on ports and trade, as well as global travel. We have set up a special management committee and the committee is taking the necessary precautionary measures to protect the health and safety of our associates as well as following the guidance provided by local health authorities. Given the dynamic nature of these circumstances, the duration of business disruption, and reduced customer traffic, the related financial affect cannot be reasonably estimated at this time but are expected to materially affect our business for the first quarter and full year of 2020.

2019 Form 10-K Page 17

​

​

Reconciliation of Non-GAAP Measures

In addition to reporting our financial results in accordance with generally accepted accounting principles (“GAAP”), we report certain financial results that differ from what is reported under GAAP. In the following tables, we have presented certain financial measures and ratios identified as non-GAAP such as sales excluding 53rd week, Earnings Before Interest and Taxes (“EBIT”), adjusted EBIT, adjusted EBIT margin, adjusted income before income taxes, adjusted net income, adjusted net income margin, adjusted diluted earnings per share, Return on Invested Capital (“ROIC”), free cash flow, and net debt capitalization. We present these non-GAAP measures because we believe they assist investors in comparing our performance across reporting periods on a consistent basis by excluding items that are not indicative of our core business or which affect comparability. In addition, these non-GAAP measures are useful in assessing our progress in achieving our long-term financial objectives.

Additionally, we present certain amounts as excluding the effects of foreign currency fluctuations, which are also considered non-GAAP measures. Throughout the following discussions, where amounts are expressed as excluding the effects of foreign currency fluctuations, such changes are determined by translating all amounts in both years using the prior-year average foreign exchange rates. Presenting amounts on a constant currency basis is useful to investors because it enables them to better understand the changes in our businesses that are not related to currency movements.

Fiscal year 2017 represented the fifty-three weeks ended February 3, 2018. Accordingly, certain non-GAAP results have also been adjusted to exclude the effects of the 53rd week to assist in comparability.

We estimate the tax effect of the non-GAAP adjustments by applying a marginal rate to each of the respective items. The income tax items represent the discrete amount that affected the period.

The non-GAAP financial information is provided in addition to, and not as an alternative to, our reported results prepared in accordance with GAAP. Presented below is a reconciliation of GAAP and non-GAAP results discussed throughout this Annual Report on Form 10-K. Please see the non-GAAP reconciliations for free cash flow and net debt capitalization in the “Liquidity and Capital Resources” section.

Reconciliation:

​

​

​

​

​

​

​

​

​

​

​

​

    

2019

    

2018

    

2017

 

​

​

($ in millions)

 

Sales

​

$

8,005

​

$

7,939

​

$

7,782

​

53rd week

​

 

—

​

 

—

​

 

95

​

Sales excluding 53rd week (non-GAAP)

​

$

8,005

​

$

7,939

​

$

7,687

​

​

​

​

​

​

​

​

​

​

​

​

Pre-tax income:

​

 

  

​

 

  

​

 

  

​

Income before income taxes

​

$

672

​

$

713

​

$

578

​

Pre-tax adjustments excluded from GAAP:

​

 

  

​

 

  

​

 

  

​

Impairment and other charges (1)

​

 

65

​

 

37

​

 

211

​

Other income, net (2)

​

​

(4)

​

​

—

​

​

—

​

53rd week

​

 

—

​

 

—

​

 

(25)

​

Adjusted income before income taxes (non-GAAP)

​

$

733

​

$

750

​

$

764

​

​

​

​

​

​

​

​

​

​

​

​

Calculation of Earnings Before Interest and Taxes (EBIT):

​

 

  

​

 

  

​

 

  

​

Income before income taxes

​

$

672

​

$

713

​

$

578

​

Interest income, net

​

 

11

​

 

9

​

 

2

​

EBIT

​

$

661

​

$

704

​

$

576

​

​

​

​

​

​

​

​

​

​

​

​

Adjusted income before income taxes

​

$

733

​

$

750

​

$

764

​

Interest income, net

​

 

11

​

 

9

​

 

2

​

Adjusted EBIT (non-GAAP)

​

$

722

​

$

741

​

$

762

​

​

​

​

​

​

​

​

​

​

​

​

EBIT margin %

​

 

8.3

%  

 

8.9

%  

 

7.4

%

Adjusted EBIT margin %

​

 

9.0

%  

 

9.3

%  

 

9.9

%

​

2019 Form 10-K Page 18

​

​

​

2019 Form 10-K Page 19

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

2019

    

2018

    

2017

 

After-tax income:

 

​

  

 

​

  

 

​

  

​

Net income

​

$

491

​

$

541

​

$

284

​

After-tax adjustments excluded from GAAP:

​

 

  

​

 

  

​

 

  

​

Impairment and other charges, net of income tax benefit of $16, $6, and $78 million, respectively (1)

​

 

49

​

 

31

​

 

133

​

Other income, net (2)

​

​

(4)

​

​

—

​

​

—

​

U.S. tax reform (3)

​

 

2

​

 

(28)

​

 

99

​

Tax expense (benefit) related to tax law rate changes (4)

​

​

(2)

​

​

4

​

​

2

​

Tax benefit related to enacted change in foreign branch currency regulations (5)

​

 

—

​

 

(1)

​

 

—

​

Income tax valuation allowances (6)

​

 

2

​

 

—

​

 

8

​

53rd week, net of income tax expense of $9 million

​

 

—

​

 

—

​

 

(16)

​

Adjusted net income (non-GAAP)

​

$

538

​

$

547

​

$

510

​

​

​

​

​

​

​

​

​

​

​

​

Earnings per share:

​

 

  

​

 

  

​

 

  

​

Diluted EPS

​

$

4.50

​

$

4.66

​

$

2.22

​

Diluted EPS amounts excluded from GAAP:

​

 

  

​

 

  

​

 

  

​

Impairment and other charges (1)

​

 

0.44

​

 

0.27

​

 

1.02

​

Other income, net (2)

​

​

(0.04)

​

​

—

​

​

—

​

U.S. tax reform (3)

​

 

0.02

​

 

(0.25)

​

 

0.78

​

Tax expense (benefit) related to tax law rate changes (4)

​

​

(0.02)

​

​

0.04

​

​

0.02

​

Tax benefit related to enacted change in foreign branch currency regulations (5)

​

 

—

​

 

(0.01)

​

 

—

​

Income tax valuation allowances (6)

​

 

0.03

​

 

—

​

 

0.07

​

53rd week

​

 

—

​

 

—

​

 

(0.12)

​

Adjusted diluted EPS (non-GAAP)

​

$

4.93

​

$

4.71

​

$

3.99

​

​

​

​

​

​

​

​

​

​

​

​

Net income margin %

​

 

6.1

%  

 

6.8

%  

 

3.6

%

Adjusted net income margin %

​

 

6.7

%  

 

6.9

%  

 

6.6

%

Notes on Non-GAAP Adjustments:

​

(1)Impairment and other charges for 2019 includes impairment charges related to certain of our Footaction stores, certain underperforming stores, a vacant store that was previously subleased, the closure of our SIX:02 stores ($50 million, or $38 million after-tax), the impairment related to two of our minority investments ($11 million, or $8 million after-tax), and pension-related charges ($4 million, or $3 million after-tax). The 2018 amount represented pension-related litigation charges ($18 million, or $13 million after-tax) and impairment charges associated with our SIX:02, Runners Point, and Sidestep businesses ($19 million, or $18 million after-tax). The 2017 amount represented pension-related litigation charges ($178 million, or $111 million after-tax), impairment charges associated with our SIX:02, Runners Point, and Sidestep businesses ($20 million, or $14 million after-tax), and costs associated with the reorganization and the reduction of division and corporate staff ($13 million, or $8 million after-tax).
(2)Other income, net represented a gain recorded in connection with acquisition of a Canadian distribution center lease and related assets. The tax expense related to this transaction was largely offset by the release of a valuation allowance.
(3)On December 22, 2017, the United States enacted tax reform legislation that included a broad range of business tax provisions. During the fourth quarter of 2017, we recognized a $99 million provisional charge for the mandatory deemed repatriation of foreign sourced net earnings and a corresponding change in our permanent reinvestment assertion under ASC 740-30. During 2018, we reduced the provisional amounts by $28 million. This adjustment represented a $21 million reduction in the deemed repatriation tax and a $7 million benefit related to IRS accounting method changes and timing difference adjustments. In 2019, we recorded a charge for $2 million, which reflected an adjustment to U.S. tax on foreign income. We exclude the discrete U.S. tax reform effect from our Adjusted diluted EPS as it does not reflect our ongoing tax obligations under U.S. tax reform.
(4)We recognized a tax benefit of $2 million and a tax expense of $4 million during the fourth quarters of 2019 and 2018, respectively, in connection with tax law changes in the Netherlands. During 2017 we recorded a charge of $2 million in connection with tax rate reductions in France to write down the value of deferred tax assets.
(5)During the second quarter of 2018, the U.S. Treasury issued a notice that delayed the effective date of regulations under Internal Revenue Code Section 987 The effective date was further delayed by a notice issued in the fourth quarter of 2019. These regulations changed our method for determining the tax effects of foreign currency translation gains and losses for our foreign businesses that are operated as branches and are reported in a currency other than the currency of their parent. As a result of the delay in the effective date, we updated our calculations for the effect of these regulations, which resulted in an increase to deferred tax assets and a corresponding reduction in our income tax provision in the amount of $1 million in 2018. The 2019 tax effects were not significant.
(6)Valuation allowances were established against deferred tax assets associated with certain foreign tax losses.

​

2019 Form 10-K Page 20

​

​

Return on Invested Capital

ROIC is presented below and represents a non-GAAP measure. We believe ROIC is a meaningful measure because it quantifies how efficiently we generated operating income relative to the capital we have invested in the business. ROIC, subject to certain adjustments, is also used as a measure in executive long-term incentive compensation.

The closest U.S. GAAP measure to ROIC is Return on Assets (“ROA”) and is also presented below. ROA is calculated as net income in the fiscal year divided by the two-year average of total assets. ROA decreased to 9.4 percent as compared with 13.9 percent in the prior year. This decrease primarily reflected the adoption of the new lease standard, which resulted in the recognition of right-of-use assets in the current year. Excluding the effect of the addition of right-of-use assets, ROA would have declined by 80 basis points.

Prior to the adoption of the new lease standard, we adjusted our results to reflect our operating leases as if they qualified for capital lease treatment or as if the property were purchased. This prior year presentation does not reflect the requirements of the new lease standard. With the adoption of this standard, leases are now recorded on the Consolidated Balance Sheet, and therefore, certain adjustments are no longer required. Our ROIC increased to 12.5 percent in 2019, as compared to 12.0 percent as calculated in the prior year. The overall increase in ROIC reflected a decrease in average invested capital compared with the prior year and a higher adjusted return after taxes.

​

​

​

​

​

​

​

​

​

​

​

    

2019

    

​

2018

    

​

2017

 

ROA (1)

 

9.4

%  

​

13.9

%  

​

7.3

%

ROIC %

 

12.5

%  

​

12.0

%  

​

11.0

%

​

(1)Represents net income of $491 million, $541 million, and $284 million divided by average total assets of $5,205 million, $3,891 million, and $3,901 million for 2019, 2018, and 2017, respectively.

Calculation of ROIC:

​

​

​

​

​

​

​

​

​

​

​

​

    

2019

    

2018

    

2017

 

​

​

($ in millions)

 

Adjusted EBIT

​

$

722

​

$

741

​

$

762

​

+ Rent expense (1)

​

 

—

​

 

750

​

 

735

​

- Estimated depreciation on capitalized operating leases (1)

​

 

—

​

 

(603)

​

 

(593)

​

+ Interest component of straight-line rent expense (2)

​

​

173

​

​

—

​

​

—

​

Adjusted net operating profit

​

 

895

​

 

888

​

 

904

​

- Adjusted income tax expense (3)

​

 

(236)

​

 

(241)

​

 

(304)

​

= Adjusted return after taxes

​

$

659

​

$

647

​

$

600

​

Average total assets (4)

​

$

3,755

​

$

3,891

​

$

3,901

​

- Average cash and cash equivalents

​

 

(899)

​

 

(870)

​

 

(948)

​

- Average non-interest bearing current liabilities

​

 

(720)

​

 

(690)

​

 

(614)

​

- Average merchandise inventories

​

 

(1,239)

​

 

(1,274)

​

 

(1,293)

​

+ Average estimated asset base of capitalized operating leases (1)

​

 

—

​

 

2,989

​

 

2,978

​

+ Average right-of-use assets (5)

​

 

3,024

​

 

—

​

 

—

​

+ 13‑month average merchandise inventories

​

 

1,361

​

 

1,337

​

 

1,413

​

= Average invested capital

​

$

5,282

​

$

5,383

​

$

5,437

​

ROIC %

​

 

12.5

%  

 

12.0

%  

 

11.0

%

​

​

(1)For 2018 and 2017, the determination of the capitalized operating leases and the adjustments to income were calculated on a lease-by-lease basis and represented the best estimate of the asset base that would be recorded for operating leases as if they had been classified as capital or as if the property were purchased. No such adjustments are required for 2019 since leases are accounted for on the Consolidated Balance Sheet after the adoption of the new leasing standard.
(2)Represents the add-back to operating income driven by the hypothetical interest expense we would incur if the property under our operating leases were owned or accounted for as finance leases. Calculated using the discount rate for each lease and recorded as a component of rent expense. Operating lease interest is added back to adjusted net operating profit in the ROIC calculation to control for differences in capital structure between us and our competitors.
(3)The adjusted income tax expense represents the marginal tax rate applied to adjusted net operating profit for each of the periods presented.
(4)For 2019, the amount represents the average total assets for 2019 and 2018, excluding the 2019 right-of-use assets of $2,899 million for comparability to prior periods.
(5)For 2019, the amount represents the average of the right-of-use assets as of February 1, 2020 and February 3, 2019 (the date of the adoption of the new lease standard) of $2,899 million and $3,148 million, respectively.  

​

2019 Form 10-K Page 21

​

​

Overview of Consolidated Results

​

​

​

​

​

​

​

​

​

​

​

​

    

2019

    

2018

    

2017

​

​

(in millions, except per share data)

Sales

​

$

8,005

​

$

7,939

​

$

7,782

Sales per average square foot

​

​

510

​

​

504

​

​

495

Gross margin

​

 

2,543

​

 

2,528

​

 

2,456

Selling, general and administrative expenses

​

 

1,650

​

 

1,614

​

 

1,501

Depreciation and amortization

​

 

179

​

 

178

​

 

173

​

​

​

​

​

​

​

​

​

​

Operating Results

​

​

​

​

​

​

​

​

​

Division profit

​

$

738

​

​

789

​

​

810

Less: Other charges

​

​

15

​

​

18

​

​

191

Less: Corporate expense

​

​

74

​

​

72

​

​

48

Income from operations

​

​

649

​

​

699

​

​

571

Interest income, net

​

​

11

​

​

9

​

​

2

Other income, net

​

​

12

​

​

5

​

​

5

Income before income taxes

​

$

672

​

​

713

​

​

578

​

​

​

​

​

​

​

​

​

​

Net income

​

$

491

​

$

541

​

$

284

Diluted earnings per share

​

$

4.50

​

$

4.66

​

$

2.22

​

​

​

​

​

​

​

​

​

​

Highlights of our 2019 financial performance include:

●Sales and comparable-store sales, as noted in the table below, both increased and benefitted from improved assortments compared with the prior year and the continued alignment of our e-commerce and stores businesses. Our customers are able to shop and buy seamlessly between our channels. We worked closely with our strategic vendor partners to deliver exciting and exclusive product offerings and improved our local product assortments.

​

​

​

​

​

​

​

​

​

    

2019

    

2018

    

2017

 

Sales increase

 

0.8

%  

2.0

%  

0.2

%

Comparable-store sales increase / (decrease)

 

2.2

%  

2.7

%  

(3.1)

%

​

●Footwear sales represented 83 percent of total sales for all periods presented.
●Our stores and direct-to-customer sales channels experienced overall comparable-sales gains of 1.6 percent and 5.6 percent, respectively. Our direct-to-customers sales channel increased to 16.1 percent of total sales or an increase of 70 basis points as compared with last year.
●Sales per square foot increased by 1.2 percent to $510 reflecting the productivity of the fleet that resulted from rationalization, such as store closures and changes in store layouts.
●Sales of our direct-to-customers channel increased by 4.9 percent to $1,285 million, as compared with $1,225 million in 2018. The direct business has been steadily increasing as a percentage of total sales over the last several years. This growth reflects the continued positive customer satisfaction with our various e-commerce enhancements, such as the acceptance of new payment types and improved product availability.
●Gross margin, as a percentage of sales, remained consistent with 2018 at 31.8 percent. This was driven by a decrease in our merchandise margin rate, offset by a lower occupancy and buyers’ compensation rate as compared with the prior year.
●SG&A expenses were 20.6 percent of sales, an increase of 30 basis points as compared with the prior year. The overall increase reflected an increase in costs incurred in connection with our ongoing investment in various technology and infrastructure projects, partially offset by lower incentive compensation expense.
●Net income was $491 million, or $4.50 diluted earnings per share, which represented a decrease from the prior-year period. This decrease reflected higher SG&A and impairment charges as compared to the prior year. Adjusted net income was $538 million, or $4.93 diluted earnings per share, an increase of 4.7 percent from the corresponding prior-year period non-GAAP amount.
●Net income margin decreased to 6.1 percent as compared with 6.8 percent in the prior year. Our adjusted net income margin decreased to 6.7 percent in 2019 as compared to 6.9 percent in the prior year.

​

2019 Form 10-K Page 22

​

​

Highlights of our financial position for the period ended February 1, 2020 include:

●We ended the year in a strong financial position. At year end, we had $785 million of cash and cash equivalents, net of debt. Cash and cash equivalents at February 1, 2020 were $907 million.
●Net cash provided by operating activities was $696 million as compared with $781 million last year. While this a decline, it still represents a demonstrated ability to generate significant cash.
●Cash capital expenditures during 2019 totaled $187 million and were primarily directed to the remodeling or relocation of 148 stores, the build-out of 67 new stores, as well as other technology and infrastructure projects.
●We made minority investments of $50 million during 2019. These investments are part of our broader strategic initiatives aimed at strengthening and diversifying our role within the sneaker community. Additionally, we expect that these strategic investments allow us to better adapt to the dynamically evolving consumer and retail landscape by strengthening our capabilities, providing diversification, and gaining greater insights into youth culture. Due to the early stage of these investments, it is expected that some will not be successful. In the fourth quarter, we recorded charges totaling $11 million to reflect insolvency for one of our investments and reduced valuation for another investment, both investments were made during 2018.
●During 2019, we returned significant amounts of cash to our shareholders. Dividends totaling $164 million were declared and paid during 2019, and 8.4 million shares were repurchased under our share repurchase program at a cost of $335 million. In February 2020, our Board of Directors approved a dividend increase of 5 percent. These initiatives demonstrate our commitment to delivering meaningful returns to our shareholders.