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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED FEBRUARY 2, 2002
COMMISSION FILE NUMBER 1-10299
FOOT LOCKER, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 13-3513936
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
112 WEST 34TH STREET, NEW YORK, NEW YORK 10120
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 720-3700
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
COMMON STOCK, PAR VALUE $.01 NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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 X NO
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
See pages 11 through 15 for Index of Exhibits.
Number of shares of Common Stock outstanding at April 5, 2002:
140,189,281
Aggregate market value of voting stock held by non-affiliates at April
5, 2002: $1,888,010,656*
* For purposes of this calculation only (a) all directors plus one
executive officer 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 at April 5, 2002, 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
1. The Registrant's Annual Report to Shareholders, pages 18 to 52 (the
"Annual Report") for the fiscal year ended February 2, 2002: Parts I,
II and III.
2. The Registrant's definitive Proxy Statement (the "Proxy Statement") to
be filed in connection with the 2002 annual meeting of shareholders:
Part III.
TABLE OF CONTENTS
PAGE
----
PART I
Item 1. Business 1
Item 2. Properties 4
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote of Security Holders 4
PART II
Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters 5
Item 6. Selected Financial Data 5
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 5
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 6
Item 8. Consolidated Financial Statements and Supplementary Data 7
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 7
PART III
Item 10. Directors and Executive Officers of the Registrant 7
Item 11. Executive Compensation 7
Item 12. Security Ownership of Certain Beneficial Owners and Management 7
Item 13. Certain Relationships and Related Transactions 7
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 8
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 of athletic footwear and apparel
operating, as of February 2, 2002, 3,590 primarily mall-based stores in North
America, Europe and Australia. Foot Locker, Inc. and its subsidiaries hereafter
are referred to as the "Registrant." The Registrant (formerly Venator Group,
Inc.) changed its name to Foot Locker, Inc. effective November 1, 2001.
The Registrant operates in two reportable business segments - Athletic
Stores and Direct to Customers. The Athletic Stores segment is one of the
largest athletic footwear and apparel retailers in the world, whose formats
include Foot Locker, Lady Foot Locker, Kids Foot Locker and Champs Sports. The
Direct to Customers segment reflects the Registrant's Footlocker.com, Inc.
subsidiary, including Eastbay, which sells, through its affiliates, to customers
through catalogs and Internet websites. The Registrant believes that its
portfolio strategy is unique in the athletic industry, with specialized retail
formats, catalogs and Internet websites targeted specifically to the men's,
women's and children's segments of the market, allowing the Registrant to tailor
its merchandise and service offerings more effectively to its target customers.
The remaining businesses included in the "All Other" category were disposed as
of February 2, 2002. The following table indicates the sales and percent of
total sales generated by each of the businesses in 2001:
Sales
Business ($ in millions) Percent of Total Sales
-------- --------------- ----------------------
Athletic Stores $3,999 92%
Direct to Customers 326 7
------ ---
4,325 99
All Other 54 1
------ ---
Total $4,379 100%
====== ===
The financial information concerning industry segments required by Item
101(b) of Regulation S-K is set forth on pages 41 and 42 of the Registrant's
Annual Report to Shareholders ("Annual Report") for the fiscal year ended
February 2, 2002 and is incorporated herein by reference.
AT FEBRUARY 3, CLOSED/ AT FEBRUARY 2,
STORE PROFILE 2001 OPENED DISPOSED 2002
- ------------- ---- ------ -------- ----
Foot Locker 1,936 108 51 1,993
Lady Foot Locker 662 2 32 632
Kids Foot Locker 398 1 8 391
Champs Sports 586 5 17 574
----- --- --- -----
TOTAL ATHLETIC STORES 3,582 116 108 3,590
----- --- --- -----
The San Francisco Music Box Company 154 12 166 --
Burger King and Popeye's franchises 16 -- 16 --
----- --- --- -----
TOTAL ALL OTHER 170 12 182 --
----- --- --- -----
TOTAL CONTINUING OPERATIONS 3,752 128 290 3,590
----- --- --- -----
DISCONTINUED OPERATIONS (a) 694 -- 694 --
----- --- --- -----
TOTAL 4,446 128 984 3,590
===== === === =====
(a) Discontinued operations represents the Northern Group.
The service marks and trademarks appearing on this page and elsewhere in this
report (except for The San Francisco Music Box Company, Burger King and Popeye's
franchises and NFL) are owned by Foot Locker, Inc. or its subsidiaries.
-1-
Athletic Stores
The Registrant operates 3,590 stores in the Athletic Stores segment.
The following is a brief description of the Athletic Stores segment's operating
businesses:
Foot Locker - Foot Locker is a leading athletic footwear and
apparel retailer. Its stores offer the latest in athletic-inspired
technical and performance products, manufactured primarily by the
leading athletic brands. Foot Locker offers products for a wide variety
of activities including running, basketball, hiking, tennis, aerobics,
fitness, baseball, football and soccer. Its 1,993 stores are located in
14 countries including 1,472 in the United States, Puerto Rico, United
States Virgin Islands and Guam, 125 in Canada, 323 in Europe and 73 in
Australia. The domestic stores have an average of 2,300 selling square
feet and the international stores have an average of 1,600 selling
square feet.
Lady Foot Locker - Lady Foot Locker is a leading U.S. retailer
of athletic footwear, apparel and accessories for women. Its stores
carry all major athletic footwear and apparel brands, as well as casual
wear and an assortment of proprietary merchandise designed for a
variety of activities, including running, basketball, walking and
fitness. Its 632 stores are located in the United States and Puerto
Rico and have an average of 1,300 selling square feet.
Kids Foot Locker - Kids Foot Locker is a national children's
athletic retailer that offers the largest selection of brand-name
athletic footwear, apparel and accessories for infants, boys and girls,
primarily on an exclusive basis. Its stores feature an entertaining
environment geared to both parents and children. Its 391 stores are
located in the United States and Puerto Rico and have an average of
1,400 selling square feet.
Champs Sports - Champs Sports is, after Foot Locker, the
second largest mall-based sporting goods retailer in the United States.
Its product categories include athletic footwear, apparel and
accessories, and a focused assortment of equipment. This combination
allows Champs Sports to differentiate itself from other mall-based
stores by presenting complete product assortments in a select number of
sporting activities. Its 574 stores are located throughout the United
States and Canada. The Champs Sports stores have an average of 4,000
selling square feet.
Direct to Customers
Footlocker.com - Footlocker.com, Inc., sells, through its
affiliates, directly to customers through catalogs and its Internet
websites. Eastbay, Inc., one of its affiliates, is one of the largest
direct marketers of athletic footwear, apparel, equipment and licensed
private-label merchandise in the United States and provides the
Registrant's six full-service e-commerce sites access to an integrated
fulfillment and distribution system. The Registrant has an agreement in
place with the National Football League as its official catalog and
e-commerce retailer, which includes managing the NFL catalog and
e-commerce businesses. Footlocker.com designs, merchandises and
fulfills the NFL's official catalog (NFL Shop) and the e-commerce site
linked to www.NFL.com.
-2-
INFORMATION REGARDING BUSINESS SEGMENTS AND GEOGRAPHIC AREAS
For information regarding sales, operating results and identifiable
assets of the Registrant by business segment and by geographic area as required
by Item 101(d) of Regulation S-K, refer to footnote 6 to the Consolidated
Financial Statements on pages 41 and 42 of the Annual Report. For additional
information on format descriptions, refer to Management's Discussion and
Analysis of Financial Condition and Results of Operations on pages 22 and 23 of
the Annual Report, which is incorporated herein by reference.
EMPLOYEES
The Registrant and its consolidated subsidiaries had 15,260 full-time
and 24,844 part-time employees at February 2, 2002. The Registrant considers
employee relations to be satisfactory.
COMPETITION
The Registrant operates in the retail athletic footwear and apparel
industry. Competition is primarily based upon customer demand, fashion trends,
merchandise mix, pricing, advertising and retail location. The industry
comprises mall-based specialty retailers, department stores, discount retailers,
sporting goods stores and catalog and Internet athletic businesses, and the
Registrant considers retailers operating in all of these venues to be its
competitors. Foot Locker, through its various retail formats, is the leading
mall-based specialty retailer of athletic footwear and apparel, and, through
Footlocker.com/Eastbay, is a leading catalog and Internet retailer of athletic
products.
MERCHANDISE PURCHASES
The Registrant and its consolidated subsidiaries purchase merchandise
from hundreds of vendors worldwide. In 2001, the Registrant purchased
approximately 47 percent of its athletic merchandise from one major vendor and
approximately 70 percent from its top five vendors. The Registrant considers
vendor relations to be satisfactory.
The Registrant's policy is to maintain sufficient quantities of
inventory on hand in its retail stores and distribution centers so that it can
offer customers a full selection of current merchandise. The Registrant
emphasizes turnover and takes markdowns where required to keep merchandise fresh
and current with trends.
-3-
ITEM 2. PROPERTIES
The properties of the Registrant and its consolidated subsidiaries
consist of land, leased and owned stores, factories and administrative and
distribution facilities. Total selling area for the Athletic Stores and Direct
to Customers segments at the end of the year was approximately 7.94 million
square feet. These properties are primarily located in the United States, Canada
and Europe.
As of February 2, 2002, the Registrant operated three distribution
centers, of which one was owned and two were leased, occupying an aggregate of
1.63 million square feet. The Registrant will operate these three distribution
centers in 2002 to service its ongoing operations, two in the United States and
one in Europe. The Registrant also has three additional distribution centers
that were leased and sublet, occupying 1.1 million square feet.
Refer to footnote 9 on page 43 of the Annual Report for additional
information regarding the Registrant's and its consolidated subsidiaries'
properties.
ITEM 3. LEGAL PROCEEDINGS
Legal proceedings pending against the Registrant or its consolidated
subsidiaries consist of ordinary, routine litigation, including administrative
proceedings, incident to the businesses of the Registrant, as well as litigation
incident to the sale and disposition of businesses that have occurred in the
past several years. Management does not believe that the outcome of such
proceedings will have a material effect on the Registrant's consolidated
financial position, liquidity, or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during
the fourth quarter of the year ended February 2, 2002.
EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to Executive Officers of the Registrant, as of
April 18, 2002, is set forth below:
President and Chief Executive Officer and Director Matthew D. Serra
Executive Vice President and Chief Financial Officer Bruce L. Hartman
Senior Vice President, General Counsel and Secretary Gary M. Bahler
Senior Vice President--Real Estate Jeffrey L. Berk
Senior Vice President--Strategic Planning Lauren B. Peters
Senior Vice President--Human Resources Laurie J. Petrucci
Senior Vice President and Chief Information Officer Terry L. Talley
Vice President - Investor Relations and Treasurer Peter D. Brown
Vice President and Chief Accounting Officer Robert W. McHugh
Matthew D. Serra, age 57, has served as President since April 12, 2000
and Chief Executive Officer since March 4, 2001. He served as Chief Operating
Officer from February 2000 to March 3, 2001 and as President and Chief Executive
Officer of Foot Locker Worldwide from September 1998 to February 2000. He served
as Chairman and Chief Executive Officer of Stern's, a division of Federated
Department Stores, Inc., from March 1993 to September 1998.
-4-
Bruce L. Hartman, age 48, has served as Executive Vice President and
Chief Financial Officer since April 18, 2002 and as Senior Vice President and
Chief Financial Officer from February 1999 to April 17, 2002. Mr. Hartman served
as Vice President-Corporate Shared Services from September 1998 to February 1999
and as Vice President and Controller from November 1996 to September 1998.
Gary M. Bahler, age 50, has served as Senior Vice President since
August 1998, General Counsel since February 1993 and Secretary since February
1990. He served as Vice President from February 1993 to August 1998.
Jeffrey L. Berk, age 46, has served as Senior Vice President-Real
Estate since February 2000 and President of Foot Locker Realty, North America
from January 1997 to February 2000.
Lauren B. Peters, age 40, has served as Senior Vice
President--Strategic Planning since April 18, 2002. Ms. Peters served as Vice
President--Planning from January 2000 to April 17, 2002. She served as Vice
President and Controller from September 1998 to January 2000 and as Assistant
Controller of the Financial Services Center from March 1997 to August 1998. She
previously spent seven years at May Department Stores Co. from November 1989 to
March 1997.
Laurie J. Petrucci, age 43, has served as Senior Vice President--Human
Resources since May 2001. Ms. Petrucci served as Senior Vice President of Human
Resources of Foot Locker Worldwide from March 2000 to April 2001. She served as
Vice President of Organizational Development and Training of Foot Locker
Worldwide from February 1999 to March 2000 and as Vice President--Human
Resources of Foot Locker Canada from February 1997 to February 1999.
Terry L. Talley, age 58, has served as Senior Vice President and Chief
Information Officer since October 2001. Mr. Talley served as Managing Director
of the Northern Group, a former business unit of the Registrant, from March 2001
to September 2001, and as Senior Vice President and Chief Financial Officer of
Foot Locker Worldwide from January 1999 to March 2001. He served as Senior Vice
President and Chief Financial Officer of Foot Locker Retail, Inc. from January
1998 to December 1998 and as Senior Vice President and Chief Financial Officer
of Foot Locker Specialty, Inc. from February 1997 to December 1997.
Peter D. Brown, age 47, has served as Vice President - Investor
Relations and Treasurer since October 2001. Mr. Brown served as Vice President -
Investor Relations and Corporate Development from April 2001 to October 2001 and
as Assistant Treasurer - Investor Relations and Corporate Development from
August 2000 to April 2001. He served as Vice President and Chief Financial
Officer of Lady Foot Locker from October 1999 to August 2000, as Director -
Profit Improvement Task Force of Lady Foot Locker from November 1998 to October
1999 and as Assistant Treasurer from July 1993 to November 1998.
Robert W. McHugh, age 43, has served as Vice President and Chief
Accounting Officer since January 2000. He served as Vice President-Taxation from
November 1997 to January 2000. He was a partner of KPMG LLP from July 1990 to
October 1997.
There are no family relationships among the executive officers or
directors of the Registrant.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Information related to the market for the Registrant's common stock on
pages 48 to 50 of the Annual Report under the sections captioned, "Stock Plans,"
"Restricted Stock," "Shareholder Rights Plan" and "Shareholder Information and
Market Prices (Unaudited)" is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The Five Year Summary of Selected Financial Data on page 52 of the
Annual Report is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results
of Operations on pages 18 through 28 of the Annual Report is incorporated herein
by reference.
-5-
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk
The Registrant is exposed to market risk related to both
foreign currency fluctuations and interest rates. Derivative financial
instruments are used by the Registrant to manage its market risk
exposure to foreign currency exchange rate fluctuations. Interest rate
swaps have been utilized by the Registrant to minimize its exposure to
interest rate fluctuations. There were no swap agreements in effect at
February 2, 2002 or February 3, 2001. The Registrant, as a matter of
policy, does not hold derivative financial instruments for trading or
speculative purposes.
Interest Rates
The Registrant's major exposure to market risk is to changes
in interest rates, primarily in the United States. There is no cash
flow exposure to rate changes for long-term debt obligations, which are
fixed rate liabilities denominated in U.S. dollars. There were no
short-term borrowings outstanding as of February 2, 2002. Short-term
debt obligations reflect variable interest rate borrowings under the
Registrant's revolving credit agreement. The table below presents the
fair value of principal cash flows and related weighted-average
interest rates by maturity dates of the Registrant's long-term debt
obligations.
FEBRUARY 3,
(IN MILLIONS) 2002 2003 2004 2005 2006 THEREAFTER TOTAL 2001
- ------------------------------------------------------------------------------------------------------------------------------------
Long-term debt $ 32 -- -- -- -- 348 $380 $233
Fixed rate
Weighted-average interest rate 7.21% 7.21% 7.21% 7.21% 7.21% 7.21%
Foreign Currency Exchange Rates
For information regarding foreign exchange risk management, as
required by Item 7A, refer to footnote 1 on page 34 and footnote 16 on page 44
to the Consolidated Financial Statements of the Annual Report which is
incorporated herein by reference.
The table below presents the notional amounts and
weighted-average exchange rates of foreign exchange forward contracts
outstanding at February 2, 2002. Their fair values were not material.
CONTRACT VALUE WEIGHTED-AVERAGE
(US IN MILLIONS) EXCHANGE RATE
---------------- -------------
INVENTORY
Buy euro/ Sell British pound $ 34 0.6182
Buy $US/Sell euro 13 0.8815
Buy $US/Sell CAD$ 3 0.6289
----
$ 50
====
INTERCOMPANY
Buy $US/Sell CAD$ $ 65 0.6290
Buy euro/Sell British pound 10 0.6198
Buy $US/Sell euro 7 0.8994
Buy $US/Sell British pound 1 1.4230
----
$ 83
====
In addition, option contracts to sell euros, with a contract
value totaling $6 million, were outstanding as of February 2, 2002, to hedge
future cash flows related to the purchase of U.S. inventory.
-6-
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
a) Consolidated Financial Statements
The following, included in the Annual Report, are incorporated
herein by reference:
Page (s) in
Annual Report
-------------
Independent Auditors' Report 29
Consolidated Statements of Operations - Years ended February 2, 2002,
February 3, 2001 and January 29, 2000 30
Consolidated Statements of Comprehensive Income (Loss) - Years ended
February 2, 2002, February 3, 2001 and January 29, 2000 30
Consolidated Balance Sheets - As of February 2, 2002 and February 3, 2001 31
Consolidated Statements of Shareholders' Equity - Years ended February 2, 2002,
February 3, 2001 and January 29, 2000 32
Consolidated Statements of Cash Flows - Years ended February 2, 2002,
February 3, 2001 and January 29, 2000 33
Notes to Consolidated Financial Statements 34-51
b) Supplementary Data
Quarterly Results on page 51 of the Annual Report is
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no disagreements between the Registrant and its independent
accountants on matters of accounting principles or practices.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Directors of the Registrant
Information relative to directors of the Registrant is set
forth under the section captioned "Election of Directors" in the Proxy Statement
and is incorporated herein by reference.
(b) Executive Officers of the Registrant
Information with respect to executive officers of the
Registrant is set forth immediately following Item 4 in Part I hereof on pages 4
and 5.
(c) Information with respect to compliance with Section 16(a) of the
Securities Exchange Act of 1934 is set forth under the section
captioned "Section 16(a) Beneficial Ownership Reporting Compliance" in
the Proxy Statement and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information set forth in the Proxy Statement beginning with the section
captioned "Directors Compensation and Benefits" through and including the
section captioned "Compensation Committee Interlocks and Insider Participation"
is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information set forth in the Proxy Statement under the section
captioned "Beneficial Ownership of the Company's Stock" is incorporated herein
by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information set forth in the Proxy Statement under the section
captioned "Transactions with Management and Others" is incorporated herein by
reference.
-7-
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) (a)(2) Financial Statements
The list of financial statements required by this item is set
forth in Item 8 "Consolidated Financial Statements and Supplementary Data" in
this Annual Report on Form 10-K and is incorporated herein by reference.
(a)(3) and (c) Exhibits
An index of the exhibits which are required by this item and
which are included or incorporated herein by reference in this report
appears on pages 11 through 15. Those exhibits, which are included in
this Annual Report on Form 10-K, immediately follow the index.
(b) Reports on Form 8-K
The Registrant filed no reports on Form 8-K during the fourth
quarter of the year ended February 2, 2002.
-8-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
FOOT LOCKER, INC.
By: /s/ MATTHEW D. SERRA
----------------------
Matthew D. Serra
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on April 29, 2002, by the following persons on behalf of
the Registrant and in the capacities indicated.
/s/ MATTHEW D. SERRA /s/ BRUCE L. HARTMAN
--------------------- ---------------------
Matthew D. Serra Bruce L. Hartman
President, Executive Vice President and
Chief Executive Officer Chief Financial Officer
and Director
/s/ ROBERT W. MCHUGH
---------------------
Robert W. McHugh
Vice President and
Chief Accounting Officer
-9-
/s/ J. CARTER BACOT /s/ JAMES E. PRESTON
------------------- ---------------------
J. Carter Bacot James E. Preston
Non-Executive Director
Chairman of the Board
/s/ PURDY CRAWFORD /s/ DAVID Y. SCHWARTZ
------------------- ----------------------
Purdy Crawford David Y. Schwartz
Director Director
/s/ NICHOLAS DIPAOLO /s/ CHRISTOPHER A. SINCLAIR
-------------------- ----------------------------
Nicholas DiPaolo Christopher A. Sinclair
Director Director
/s/ PHILIP H. GEIER JR. /s/ CHERYL TURPIN
------------------------ ------------------
Philip H. Geier Jr. Cheryl Turpin
Director Director
/s/ JAROBIN GILBERT JR. /s/ DONA D. YOUNG
------------------------ -----------------
Jarobin Gilbert Jr. Dona D. Young
Director Director
-10-
FOOT LOCKER, INC
INDEX OF EXHIBITS REQUIRED
BY ITEM 14 OF FORM 10-K
AND FURNISHED IN ACCORDANCE
WITH ITEM 601 OF REGULATION S-K
EXHIBIT NO.
IN ITEM 601 OF
REGULATION S-K DESCRIPTION
- -------------- -----------
1 *
2 *
3(i)(a) Certificate of Incorporation of the Registrant, as filed by
the Department of State of the State of New York on April 7,
1989 (incorporated herein by reference to Exhibit 3(i)(a) to
the Quarterly Report on Form 10-Q for the quarterly period
ended July 26, 1997, filed by the Registrant with the SEC on
September 4, 1997 (the "July 26, 1997 Form 10-Q")).
3(i)(b) Certificates of Amendment of the Certificate of Incorporation
of the Registrant, as filed by the Department of State of the
State of New York on (a) July 20, 1989, (b) July 24, 1990, (c)
July 9, 1997 (incorporated herein by reference to Exhibit
3(i)(b) to the July 26, 1997 Form 10-Q), (d) June 11, 1998
(incorporated herein by reference to Exhibit 4.2(a) of the
Registration Statement on Form S-8 (Registration No.
333-62425), and (e) November 1, 2001 (incorporated herein by
reference to Exhibit 4.2 to the Registration Statement on Form
S-8 (Registration No. 333-74688) previously filed by the
Registrant with the SEC).
3(ii) By-laws of the Registrant, as amended (incorporated herein by
reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q
for the quarterly period ended May 5, 2001 (the "May 5, 2001
Form 10-Q"), filed by the Registrant with the SEC on June 13,
2001).
4.1 The rights of holders of the Registrant's equity securities
are defined in the Registrant's Certificate of Incorporation,
as amended (incorporated herein by reference to (a) Exhibits
3(i)(a) and 3(i)(b) to the July 26, 1997 Form 10-Q, Exhibit
4.2(a) to the Registration Statement on Form S-8 (Registration
No. 333-62425) previously filed by the Registrant with the
SEC), and Exhibit 4.2 to the Registration Statement on Form
S-8 (Registration No. 333-74688) previously filed by the
Registrant the SEC).
4.2 Rights Agreement dated as of March 11, 1998 ("Rights
Agreement"), between Foot Locker, Inc. and First Chicago Trust
Company of New York, as Rights Agent (incorporated herein by
reference to Exhibit 4 to the Form 8-K dated March 11, 1998).
4.3 Amendment No. 1 to the Rights Agreement dated as of May 28,
1999 (incorporated herein by reference to Exhibit 4.2(a) to
the Quarterly Report on Form 10-Q for the quarterly period
ended May 1, 1999, filed by the Registrant with the SEC on
June 4, 1999).
4.4 Amendment No. 2 to the Rights Agreement dated as of October
24, 2001 (incorporated herein by reference to Exhibit 4.6 to
the Registration Statement on Form S-8 (Registration No.
333-74688) previously filed by the Registrant with the SEC).
-11-
EXHIBIT NO.
IN ITEM 601 OF
REGULATION S-K DESCRIPTION
- -------------- -----------
4.5 Amendment No. 3 to the Rights Agreement dated as of March 18,
2002.
4.6 Indenture dated as of October 10, 1991 (incorporated herein by
reference to Exhibit 4.1 to the Registration Statement on Form
S-3 (Registration No. 33-43334) previously filed by the
Registrant with the SEC).4.7 Forms of Medium-Term Notes (Fixed
Rate and Floating Rate) (incorporated herein by reference to
Exhibits 4.4 and 4.5 to the Registration Statement on Form S-3
(Registration No. 33-43334) previously filed by the Registrant
with the SEC).
4.8 Form of 8 1/2% Debentures due 2022 (incorporated herein by
reference to Exhibit 4 to the Registrant's Form 8-K dated
January 16, 1992).
4.9 Indenture dated as of June 8, 2001 (incorporated herein by
reference to Exhibit 4.1 to the Registration Statement on Form
S-3 (Registration No. 333-64930) previously filed by the
Registrant with the SEC).
4.10 Form of 5.50% Convertible Subordinated Note (incorporated
herein by reference to Exhibit 4.2 to the Registration
Statement on Form S-3 (Registration No. 333-64930) previously
filed by the Registrant with the SEC).
4.11 Registration Rights Agreement dated as of June 8, 2001
(incorporated herein by reference to Exhibit 4.3 to the
Registration Statement on Form S-3 (Registration No.
333-64930) previously filed by the Registrant with the SEC).
4.12 Distribution Agreement dated July 13, 1995 and Forms of Fixed
Rate and Floating Rate Notes (incorporated herein by reference
to Exhibits 1, 4.1 and 4.2, respectively, to the Registrant's
Form 8-K dated July 13, 1995).
5 *
8 *
9 *
10.1 1986 Foot Locker Stock Option Plan (incorporated herein by
reference to Exhibit 10(b) to the Registrant's Annual Report
on Form 10-K for the year ended January 28, 1995, filed by the
Registrant with the SEC on April 24, 1995 (the "1994 Form
10-K")).
10.2 Amendment to the 1986 Foot Locker Stock Option Plan
(incorporated herein by reference to Exhibit 10(a) to the
Registrant's Annual Report on Form 10-K for the year ended
January 27, 1996, filed by the Registrant with the SEC on
April 26, 1996 (the "1995 Form 10-K")).
10.3 Foot Locker 1995 Stock Option and Award Plan (incorporated
herein by reference to Exhibit 10(p) to the 1994 Form 10-K).
10.4 Foot Locker 1998 Stock Option and Award Plan (incorporated
herein by reference to Exhibit 10.4 to the Registrant's Annual
Report on Form 10-K for the year ended January 31, 1998, filed
by the Registrant with the SEC on April 21, 1998 (the "1997
Form 10-K").
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EXHIBIT NO.
IN ITEM 601 OF
REGULATION S-K DESCRIPTION
- -------------- -----------
10.5 Amendment to the Foot Locker 1998 Stock Option and Award Plan
(incorporated herein by reference to Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the period
ended July 29, 2000, filed by the Registrant with the SEC on
September 7, 2000 (the "July 29, 2000 Form 10-Q)).
10.6 Executive Supplemental Retirement Plan (incorporated herein by
reference to Exhibit 10(d) to the Registration Statement on
Form 8-B filed by the Registrant with the SEC on August 7,
1989 (Registration No. 1-10299) (the "8-B Registration
Statement")).10.7 Amendment to the Executive Supplemental
Retirement Plan (incorporated herein by reference to Exhibit
10(c)(i) to the 1994 Form 10-K).
10.8 Amendment to the Executive Supplemental Retirement Plan
(incorporated herein by reference to Exhibit 10(d)(ii) to the
1995 Form 10-K).
10.9 Supplemental Executive Retirement Plan (incorporated herein by
reference to Exhibit 10(e) to the 1995 Form 10-K).
10.10 Long-Term Incentive Compensation Plan, as amended and restated
(incorporated herein by reference to Exhibit 10(f) to the 1995
Form 10-K).
10.11 Annual Incentive Compensation Plan, as amended (incorporated
herein by reference to Exhibit 10.3 to the July 29, 2000 Form
10-Q).
10.12 Form of indemnification agreement, as amended (incorporated
herein by reference to Exhibit 10(g) to the 8-B Registration
Statement).
10.13 Amendment to form of indemnification agreement (incorporated
herein by reference to Exhibit 10.5 to the May 5, 2001 Form
10-Q).
10.14 Foot Locker Voluntary Deferred Compensation Plan (incorporated
herein by reference to Exhibit 10(i) to the 1995 Form 10-K).
10.15 Foot Locker Directors Stock Option Plan (incorporated herein
by reference to Exhibit 10.1 to the July 29, 2000 Form 10-Q).
10.16 Trust Agreement dated as of November 12, 1987 ("Trust
Agreement"), between F.W. Woolworth Co. and The Bank of New
York, as amended and assumed by the Registrant (incorporated
herein by reference to Exhibit 10(j) to the 8-B Registration
Statement).
10.17 Amendment to Trust Agreement made as of April 11, 2001
(incorporated herein by reference to Exhibit 10.4 to May 5,
2001 Form 10-Q).
10.18 Foot Locker Directors' Retirement Plan, as amended
(incorporated herein by reference to Exhibit 10(k) to the 8-B
Registration Statement).
10.19 Amendments to the Foot Locker Directors' Retirement Plan
(incorporated herein by reference to Exhibit 10(c) to the
Registrant's Quarterly Report on Form 10-Q for the period
ended October 28, 1995, filed by the Registrant with the SEC
on December 11, 1995 (the "October 28, 1995 Form 10-Q")).
10.20 Employment Agreement with Matthew D. Serra dated as of
February 9, 2000 (incorporated herein by reference to Exhibit
10.2 to the Registrant's Quarterly Report on Form 10-Q for the
period ended April 29, 2000, filed by the Registrant with the
SEC on June 12, 2000).
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EXHIBIT NO.
IN ITEM 601 OF
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10.21 Amendment to Employment Agreement with Matthew D. Serra dated
as of November 14, 2001.
10.22 Restricted Stock Agreement with Matthew D. Serra dated as of
March 4, 2001 (incorporated herein by reference to Exhibit
10.3 to the May 5, 2001 Form 10-Q).
10.23 Foot Locker Executive Severance Pay Plan (incorporated herein
by reference to Exhibit 10.1 to the Registrant's Quarterly
Report on Form 10-Q for the period ended October 31, 1998 (the
"October 31, 1998 Form 10-Q").10.24 Form of Senior Executive
Employment Agreement (incorporated herein by reference to
Exhibit 10.23 to the Registrant's Annual Report on Form 10-K
for the year ended January 29, 2000 filed by the Registrant
with the SEC on April 21, 2000 (the "1999 Form 10-K")).
10.25 Form of Executive Employment Agreement (incorporated herein by
reference to Exhibit 10.24 to the 1999 Form 10-K).
10.26 Foot Locker, Inc. Directors' Stock Plan (incorporated herein
by reference to Exhibit 10(b) to the Registrant's October 28,
1995 Form 10-Q).
10.27 Foot Locker, Inc. Excess Cash Balance Plan (incorporated
herein by reference to Exhibit 10(c) to the 1995 Form 10-K).
10.28 Form of Restricted Stock Agreement (incorporated herein by
reference to Exhibit 10.30 to the 1998 Form 10-K).
10.29 Amendment No. 5 dated as of June 8, 2001 to the Credit
Agreement dated as of April 9, 1997 (incorporated herein by
reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q
for the quarterly period ended August 4, 2001 filed by the
Registrant with the SEC on September 18, 2001).
10.30 Letter of Credit Agreement dated as of March 19, 1999
(incorporated herein by reference to Exhibit 10.35 to the 1998
10-K).
10.31 Nonstatutory Stock Option Grant Agreement with J. Carter Bacot
dated as of February 12, 2001 (incorporated herein by
reference to Exhibit 10.6 to the May 5, 2001 Form 10-Q).
11 *
12 Computation of Ratio of Earnings to Fixed Charges.
13 2001 Annual Report to Shareholders.
15 *
16 *
17 *
18 Letter on Change in Accounting Principle (incorporated herein
by reference to Exhibit 18 to the 1999 Form 10-K).
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19 *
20 *
21 Subsidiaries of the Registrant.
22 *
23 Consent of Independent Auditors.
24 *
25 *
26 *
99 *
* Not applicable
-15-
Exhibits filed with Form 10-K:
Exhibits No.
4.5 Amendment No. 3 to the Rights Agreement dated as of March 18,
2002.
10.21 Amendment to Employment Agreement with Matthew D. Serra dated
as of November 14, 2001.
12 Computation of Ratio of Earnings to Fixed Charges.
13 2001 Annual Report to Shareholders.
21 Subsidiaries of the Registrant.
23 Consent of Independent Auditors.