September 4, 2024

Michael Baughn
Chief Financial Officer
Foot Locker, Inc.
330 West 34th Street
New York, NY 10001

        Re: Foot Locker, Inc.
            Form 10-K for Fiscal Year Ended February 3, 2024
            File No. 001-10299
Dear Michael Baughn:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended February 3, 2024
Management   s Discussion and Analysis of Financial Condition and Results of
Operations
Return on Invested Capital, page 24

1.     This measure is calculated using adjusted return after taxes.
Accordingly, please revise the
       description of this measure to present what it represents as it is
confusingly similar to a
       measure calculated with GAAP amounts. Refer to Item 10(e)(1)(ii)(e) of
Regulation S-K
       and Question 100.05 of our Compliance and Disclosure Interpretations on
Non-GAAP
       Financial Measures. Additionally, it appears the comparable measure to
this non-GAAP
       measure is return on invested capital using GAAP amounts rather than
return on assets as
       currently presented. Please revise your presentation as appropriate.
 September 4, 2024
Page 2
Segment Reporting and Results of Operations
Sales, page 25

2.     You cite various factors to explain changes in your results but have not
quantified their
       impact, most notably for sales and gross margin rate. Please quantify
cited factors so
       investors may better understand their relative impact. In particular,
you disclose you
       closed a total of 283 combined owned/licensed stores, which amounts to
over 10% of
       your total number of combined stores at year end, without quantifying
the impact. Refer
       to the introductory paragraph of Item 303(b) of Regulation S-K and
(b)(2)(i) therein, and
       section III.D of Release No. 33-6835 (501.04 of our Codification of
Financial Reporting
       Policies) for guidance.
Liquidity and Capital Resources
Operating Activities, page 30

3.     Please provide in your annual and interim period filings a more fulsome
and quantitative
       analysis of the factors that caused the reported amount of net cash of
operating activities
       to change from period to period. For example, discuss underlying factors
associated with
       each component of working capital cited. Also note that references to
results and noncash
       items may not provide a sufficient basis to understand how operating
cash actually was
       affected between periods. Refer to the introductory paragraph of Item
303(b) of
       Regulation S-K and the introductory paragraph of section IV.B and all of
section B.1 of
       Release No. 33-8350 for guidance. Quantify factors cited, pursuant to
section III.D of
       Release No. 33-6835 (501.04 of the staff   s Codification of Financial
Reporting).
Free Cash Flow (non-GAAP measure), page 31

4.     Please disclose a reconciliation of this measure to the comparable GAAP
measure "net
       cash providing by operating activities." Refer to Item 10(e)(1)(i)(B) of
Regulation S-K.

       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       Please contact Robert Shapiro at 202-551-3273 or Doug Jones at
202-551-3309 with any
questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Trade &
Services