FOOT LOCKER, INC. Administration’s Dialogue and Evaluation of Monetary Situation and Outcomes of Operations (type 10-Q)

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, atmos, WSS, Footaction, and Sidestep.

As of April 30, 2022, we operated 2,815 primarily mall-based stores, as well as

stores in high-traffic urban retail areas and high streets, in 28 countries

across the United States, Canada, Europe, Australia, New Zealand, and Asia, as

well as websites and mobile apps. 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.

We use our 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,

kidsfootlocker.com, champssports.com, atmosusa.com, shopwss.com and related

e-commerce sites in the various international countries that we operate. 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 and eastbayteamsales.com.

Store Count

At April 30, 2022, we operated 2,815 stores as compared with 2,858 and 2,952

stores at January 29, 2022 and May 1, 2021, respectively.

Franchise Operations

A total of 148 franchised stores were operating at April 30, 2022, as compared

with 142 and 131 stores at January 29, 2022 and May 1, 2021, respectively.

Revenue from franchised stores was not significant for any of the periods

presented. These stores are not included in the operating store count above.

COVID-19 Update

COVID-19 had a significant effect on overall economic conditions in the various

geographic areas in which we have operations. We have made best efforts to

comply with all precautionary measures as directed by health authorities and

local, state, and national governments. We continue to monitor outbreaks of

COVID-19 which cause store closures, reduced operating hours, capacity

limitations, and social distancing that may be required to help ensure the

health and safety of our team members and our customers. COVID-19 has had, and

may continue to have, an effect on ports and trade, as well as global travel.

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 may materially affect our business for the

foreseeable future.

Reconciliation of Non-GAAP Measures

In addition to reporting our financial results in accordance with U.S. generally

accepted accounting principles (“GAAP”), we report certain financial results

that differ from what is reported under GAAP. We have presented certain

financial measures identified as non-GAAP, such as sales changes excluding

foreign currency fluctuations, adjusted income before income taxes, adjusted net

income, and adjusted diluted earnings per share.

First Quarter 2022 Form 10-Q Page 19

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We present certain amounts as excluding the effects of foreign currency

fluctuations, which are also considered non-GAAP measures. 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 business that are not related to currency

movements.

These non-GAAP measures are presented because we believe they assist investors

in comparing our performance across reporting periods on a consistent basis by

excluding items that we do not believe are indicative of our core business or

affect comparability. In addition, these non-GAAP measures are useful in

assessing our progress in achieving our long-term financial objectives. We

estimate the tax effect of all non-GAAP adjustments by applying a marginal tax

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.

Effective with the first quarter of 2022, the calculation for non-GAAP earnings

will exclude gains and losses from all minority investments, including the

adjustments related to the investment in Retailors, Ltd. We believe this is a

more representative measure of our recurring earnings, assists in the

comparability of results, and is consistent with how management reviews

performance. The non-GAAP results for 2021 will be recast, as applicable, to

conform to the current year’s presentation. As we report quarterly results

through 2022, we will provide updated non-GAAP reconciliations for the

corresponding prior year’s quarter under this revised definition. First quarter

2021’s results were not affected by this change.

Presented below is a reconciliation of GAAP and non-GAAP.

Thirteen weeks ended

April 30, May 1,

($ in millions, except per share amounts) 2022 2021

Pre-tax income:

Income before income taxes $ 190 $ 284

Pre-tax amounts excluded from GAAP:

Impairment and other charges 6 4

Other expense 24 –

Adjusted income before income taxes

(non-GAAP) $ 220 $ 288

After-tax income:

Net income attributable to Foot Locker,

Inc. $ 133 $ 202

After-tax adjustments excluded from GAAP:

Impairment and other charges, net of income

tax benefit of $2 and $1, respectively 4 3

Other expense, net of income tax benefit of

$6 and $-, respectively 18 –

Adjusted net income (non-GAAP) $ 155 $ 205

Thirteen weeks ended

April 30, May 1,

2022 2021

Earnings per share:

Diluted earnings per share $ 1.37 $ 1.93

Diluted EPS amounts excluded from GAAP:

Impairment and other charges 0.05 0.03

Other expense 0.18 –

Adjusted diluted earnings per share (non-GAAP) $ 1.60 $ 1.96

First Quarter 2022 Form 10-Q Page 20

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During the thirteen weeks ended April 30, 2022, we recorded pre-tax charges of

$6 million and $4 million, respectively, classified as Impairment and Other. See

the Impairment and Other Charges section for further information.

Other expense for the thirteen weeks ended April 30, 2022, primarily consisted

of a $25 million loss on the change in fair value of our investment in

Retailors, Ltd., a publicly-listed entity, which was partially offset by

$1 million of dividend income and other various equity method investments.

Segment Reporting

We have 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, WSS, 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, 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 and the related e-commerce businesses operating in Australia, New

Zealand, and Asia, as well as atmos, which operates primarily in Asia. We have

further aggregated these operating segments into one reportable segment based

upon their shared customer base and similar economic characteristics.

Results of Operations

We evaluate performance based on several factors, primarily the banner’s

financial results, referred to as division profit. Division profit reflects

income before income taxes, impairment and other charges, corporate expenses,

non-operating income, and net interest expense.

The table below summarizes our results.

Thirteen weeks ended

April 30, May 1,

($ in millions) 2022 2021

Sales $ 2,175 $ 2,153

Operating Results

Division profit 260 315

Less: Impairment and other charges (1) 6 4

Less: Corporate expense (2) 37 29

Income from operations 217 282

Interest expense, net (5) (2)

Other (expense) income, net (3) (22) 4

Income before income taxes $ 190 $ 284

(1) See the Impairment and Other Charges section for further information.

Corporate expense consists of unallocated selling, general and administrative

expenses as well as depreciation and amortization related to the Company’s

(2) corporate headquarters, centrally managed departments, unallocated insurance

and benefit programs, certain foreign exchange transaction gains and losses,

and other items.

Other income includes non-operating items, franchise royalty income, changes

in fair value of minority interests measured at fair value or using the fair

value measurement alternative, changes in the market value of our

(3) available-for-sale security, our share of earnings or losses related to our

equity method investments, and net benefit expense related to our pension and

postretirement programs excluding the service cost component. See the Other

(expense)/income, net section for further information.

First Quarter 2022 Form 10-Q Page 21

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Sales

All references to comparable-store sales for a given period relate to sales of

stores that were open at the period-end and had been open for more than

one year. The computation of consolidated comparable sales also includes our

direct-to-customers channel. Stores opened or closed during the period are not

included in the comparable-store base; however, stores closed temporarily for

relocation or remodeling are included. Stores that were temporarily closed due

to the COVID-19 pandemic are also included in the computation of

comparable-store sales. Computations exclude the effect of foreign currency

fluctuations.

Sales from acquired businesses that include inventory are included in the

computation of comparable-store sales after 15 months of operations.

Accordingly, sales of WSS and atmos have been excluded from the computation of

comparable-store sales.

The information shown below represents certain sales metrics by sales channel.

Thirteen weeks ended

April 30, May 1,

($ in millions) 2022 2021

Stores

Sales $ 1,776 $ 1,620

$ Change $ 156

% Change 9.6 %

% of total sales 81.7 % 75.2 %

Comparable sales increase 7.9 % 97.4 %

Direct-to-customers

Sales $ 399 $ 533

$ Change $ (134)

% Change (25.1) %

% of total sales 18.3 % 24.8 %

Comparable sales (decrease)/increase (29.0) % 43.0 %

The information shown below represents certain combined stores and

direct-to-customers sales metrics for the thirteen weeks ended April 30, 2022 as

compared with the corresponding prior-year period.

Sales at

constant

currencies,

excluding Comparable

acquisitions Sales

North America (16.9) % (11.8) %

EMEA 60.9 % 56.3 %

Asia Pacific 14.5 % 10.0 %

(6.0) % (1.9) %

For the thirteen weeks ended April 30, 2022, total sales increased by $22

million, or 1.0%, to $2,175 million, as compared with the corresponding

prior-year period. Excluding the effect of foreign currency fluctuations, total

sales increased by $63 million, or 3.0%, for the thirteen weeks ended April 30,

2022. Sales from our acquired WSS and atmos banners were $138 million and $49

million, respectively, during the first quarter of 2022.

The period over period comparisons were affected by the closures necessitated by

the COVID-19 pandemic, as our stores were open for approximately 80% of the

total available operating days during the first quarter of 2021 as compared with

approximately 98% this year. Total comparable sales represented a decrease of

1.9% for the quarter.

First Quarter 2022 Form 10-Q Page 22

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Our direct-to-customer channel saw significant decreases as shoppers navigated

back to physical locations, partially offset by an increase in our stores

channel as a result of the temporary store closures during 2021.

As summarized on the prior page, our North American operating segment’s sales

for the quarter were negatively affected primarily by the significant fiscal

stimulus which contributed to last year’s growth. North American sales were also

negatively affected by the wind down of the Footaction business, last year we

operated 231 stores as compared with 22 this quarter. Within EMEA, sales from

the Foot Locker and Sidestep banners increased primarily in line with the

increase in operating days, resulting from COVID-19 related store closures in

the prior year. Asia Pacific generated increases from both strong performance in

Australia and New Zealand, coupled with growth in Asia, based on expansion in

that region, and primarily related to the growth in e-commerce sales.

From a product perspective for the combined channels, sales decline in the

quarter was primarily related to decreased sales of footwear, slightly offset by

increased sales of apparel and accessories. The decline in sales of footwear

primarily represented a decline in sales of men’s and kids’ basketball footwear

styles, partially offset by an increase in sales of women’s footwear. Apparel

sales benefited from increases in sales across all wearer segments, led by sales

of men’s and women’s apparel.

Gross Margin

Thirteen weeks ended

April 30, May 1,

2022 2021

Gross margin rate 34.0 % 34.8 %

Basis point decrease in the gross margin rate (80)

Components of the change:

Merchandise margin rate decline (80)

Occupancy and buyers’ compensation expense rate –

Gross margin is calculated as sales minus cost of sales. Cost of sales includes:

the cost of merchandise, freight, distribution costs including related

depreciation expense, shipping and handling, occupancy and buyers’ compensation.

Occupancy costs include rent (including fixed common area maintenance charges

and other fixed non-lease components), real estate taxes, general maintenance,

and utilities.

The gross margin rate decreased to 34.0% for the thirteen weeks ended April 30,

2022, as compared with the corresponding prior-year period, reflecting an

80-basis point decrease in the merchandise margin rate, while occupancy and

buyers’ compensation rate remained unchanged. The decline in merchandise margin

rate reflects higher supply chain costs and slightly higher markdowns versus

historically-low levels last year.

Selling, General and Administrative Expenses (SG&A)

Thirteen weeks ended

April 30, May 1,

($ in millions) 2022 2021

SG&A $ 463 $ 418

$ Change $ 45

% Change 10.8 %

SG&A as a percentage of sales 21.3 % 19.4 %

SG&A increased by $45 million, or $55 million excluding the effect of foreign

currency fluctuations, for the thirteen weeks ended April 30, 2022, as compared

with the corresponding prior-year period. Our newly acquired businesses

contributed $34 million to the overall increase. As a percentage of sales, SG&A

increased by 190 basis points for the thirteen weeks ended April 30, 2022,

driven by higher labor costs, information technology and support expenses this

quarter, as well as the effect of COVID-19 related matters in the prior year.

First Quarter 2022 Form 10-Q Page 23

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SG&A for the thirteen weeks ended April 30, 2022 included nominal payroll

subsidies from local governments, compared to $10 million for the corresponding

prior-year period.

Depreciation and Amortization

Thirteen weeks ended

April 30, May 1,

($ in millions) 2022 2021

Depreciation and amortization $ 54 $ 45

$ Change

$ 9

% Change 20.0 %

Depreciation and amortization expense increased by $9 million for the thirteen

weeks ended April 30, 2022, as compared with the corresponding prior-year

period. The increase was primarily related to the acquisitions of WSS and atmos.

Impairment and Other Charges

During the first quarter of 2022, we recorded impairment charges of $3 million

related to long-lived assets and right-of-use assets as well as accelerated

tenancy charges, $2 million of acquisition and integration costs related to WSS

and atmos acquisitions, and $1 million of other expenses. This compared with

impairment charges of $2 million related to the underperformance of our minority

investment and reorganization charges of $2 million for the prior-year period.

Corporate Expense

Thirteen weeks ended

April 30, May 1,

($ in millions) 2022 2021

Corporate expense $ 37 $ 29

$ Change $ 8

Corporate expense consists of unallocated general and administrative expenses as

well as depreciation and amortization related to our corporate headquarters,

centrally managed departments, unallocated insurance and benefit programs,

certain foreign exchange transaction gains and losses, and other items.

Depreciation and amortization included in corporate expense was $9 million and

$7 million for the thirteen weeks ended April 30, 2022 and May 1, 2021,

respectively.

Corporate expense increased by $8 million for the thirteen weeks ended

April 30, 2022, as compared with the prior-year period. The increase was

primarily due to higher information technology and support expenses.

Operating Results

Thirteen weeks ended

April 30, May 1,

($ in millions) 2022 2021

Division profit $ 260 $ 315

Division profit margin 12.0 % 14.6 %

Division profit margin as a percentage of sales decreased to 12.0% of sales for

the thirteen weeks ended April 30, 2022, with both sales channels experiencing

declines in gross margin. Division profit reflected the stores and

direct-to-customers channels deleveraging expenses. WSS and atmos generated

division profit of $14 million and $8 million, respectively.

First Quarter 2022 Form 10-Q Page 24

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Interest Expense, Net

Thirteen weeks ended

April 30, May 1,

($ in millions) 2022 2021

Interest expense $ (6) $ (3)

Interest income 1 1

Interest (expense) income, net $ (5) $ (2)

We recorded $5 million of net interest expense for the thirteen weeks ended

April 30, 2022, as compared with net interest expense of $2 million for the

corresponding prior-year period. Interest expense increased primarily due to the

issuance of the 4% Notes.

Other (Expense) / Income, Net

Thirteen weeks ended

April 30, May 1,

($ in millions) 2022 2021

Other (expense) / income, net $ (22) $ 4

Other (expense) / income includes non-operating items, including franchise

royalty income, changes in fair value of minority investments measured at fair

value or using the fair value measurement alternative, changes in the market

value of our available-for-sale security, our share of earnings or losses

related to our equity method investments, and net benefit (expense) related to

our pension and postretirement programs excluding the service cost component.

The change in other (expense) / income primarily represented a decrease in the

fair value of our Retailors, Ltd. investment, resulting in a non-cash loss of

$25 million, partially offset by franchise income of $3 million.

Income Taxes

Thirteen weeks ended

April 30, May 1,

($ in millions) 2022 2021

Provision for income taxes $ 58 $ 82

Effective tax rate 30.3 % 28.8 %

Our current year interim provision for income taxes was measured using an

estimated annual effective tax rate, which represented a blend of federal,

state, and foreign taxes and included the effect of certain nondeductible items

as well as changes in our mix of domestic and foreign earnings or losses,

adjusted for discrete items that occurred within the periods presented.

We regularly assess the adequacy of our provisions for income tax contingencies

in accordance with applicable authoritative guidance on accounting for income

taxes. As a result, we may adjust the reserves for unrecognized tax benefits

considering new facts and developments, such as changes to interpretations of

relevant tax law, assessments from taxing authorities, settlements with taxing

authorities, and lapses of statutes of limitation. The changes in tax reserves

were not significant for any of the periods presented.

During the thirteen weeks ended April 30, 2022, we recorded $1 million related

to excess tax deficiencies from share-based compensation, as compared with a

benefit of $1 million in the corresponding prior-year period.

Excluding the above-mentioned discrete items, the effective tax rates for the

current year period increased, as compared with the corresponding prior-year

period, primarily due to the change in the mix of domestic and foreign earnings

and losses.

First Quarter 2022 Form 10-Q Page 25

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We currently expect our full-year tax rate to approximate 29% to 30% excluding

the effect of any nonrecurring items that may occur. The actual tax rate will

vary due to numerous factors, such as level and geographic mix of income and

losses, acquisitions, investments, intercompany transactions, foreign currency

exchange rates, our stock price, changes in our deferred tax assets and

liabilities and their valuation, changes in the laws, regulations,

administrative practices, principles, and interpretations related to tax,

including changes to the global tax framework and other laws and accounting

rules in various jurisdictions.

Liquidity and Capital Resources

Liquidity

Our primary source of liquidity has been cash flow from operations, while the

principal uses of cash have been to fund inventory and other working capital

requirements; finance capital expenditures related to store openings, store

remodelings, internet and mobile sites, information systems, and other support

facilities; make retirement plan contributions, quarterly dividend payments, and

interest payments; and fund other cash requirements to support the development

of our short-term and long-term operating strategies, including strategic

investments. We generally finance real estate with operating leases. We believe

our cash, cash equivalents, future cash flow from operations, and amounts

available under our credit agreement will be adequate to fund these

requirements.

The Company may also repurchase its common stock or seek to retire or purchase

outstanding debt through open market purchases, privately negotiated

transactions, or otherwise. Share repurchases and retirement of debt, if any,

will depend on prevailing market conditions, liquidity requirements, contractual

restrictions, strategic considerations, and other factors. The amounts involved

may be material. As of April 30, 2022, approximately $1,143 million remained

available under our current $1.2 billion share repurchase program, which was

approved in February 2022. The new program does not have an expiration date.

Any material adverse change in customer demand, fashion trends, competitive

market forces, or customer acceptance of our merchandise mix, retail locations

and websites, uncertainties related to the effect of competitive products and

pricing, our reliance on a few key suppliers for a significant portion of our

merchandise purchases and risks associated with global product sourcing,

economic conditions worldwide, the effects of currency fluctuations, continued

uncertainties caused by the COVID-19 pandemic, as well as other factors listed

under the headings “Disclosure Regarding Forward-Looking Statements,” and “Risk

Factors” could affect our ability to continue to fund our needs from business

operations.

Operating Activities

Thirteen weeks ended

April 30, May 1,

($ in millions) 2022 2021

Net cash (used in) / provided by operating activities $ (21) $ 398

$ Change

$ (419)

Operating activities reflects net income adjusted for non-cash items and working

capital changes. Adjustments to net income for non-cash items include gains,

losses, impairment charges, other charges, depreciation and amortization,

deferred income taxes, and share-based compensation expense.

The decrease in cash from operating activities reflected higher merchandise

purchases and payments of accounts payable and accrued and other liabilities, as

well as lower net income, as compared with the same period last year. Higher

merchandise purchases were necessary as our year-end inventory levels were

affected by the COVID-19 pandemic and the associated supply chain challenges.

First Quarter 2022 Form 10-Q Page 26

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As of April 30, 2022, we have withheld approximately $12 million of lease and

lease-related payments as we continue to negotiate rent deferrals or abatements

with our landlords for the period that our stores were closed due to the

COVID-19 pandemic.

Investing Activities

Thirteen weeks ended

April 30, May 1,

($ in millions) 2022 2021

Net cash used in investing activities $ (105) $ (54)

$ Change

$ (51)

For the thirteen weeks ended April 30, 2022, capital expenditures increased by

$44 million to $95 million, as compared with the corresponding prior-year

period. Our full-year capital spending is expected to be $275 million. The

forecast includes $190 million related to the remodeling or relocation of

approximately 100 existing stores and the opening of approximately 110 new

stores, as well as $85 million for the development of information systems,

websites, and infrastructure, including supply chain initiatives.

During the thirteen weeks ended April 30, 2022, we paid an additional $7 million

for the WSS and atmos acquisitions upon the resolution of certain post-closing

conditions.

Additionally, we invested $3 million in minority investments, including various

limited partner venture capital funds managed by Black fund managers, who are

committed to advancing diverse-led businesses as part of our Leading in

Education and Economic Development (LEED) initiative. In the prior-year period,

we invested $8 million in minority investments.

We sold the former Runners Point headquarters in the first quarter of 2021,

generating proceeds of $3 million. Also last year, we received insurance

proceeds of $2 million related to property and equipment claims from the social

unrest losses in 2020.

Financing Activities

Thirteen weeks ended

April 30, May 1,

($ in millions) 2022 2021

Net cash used in financing activities $ (128) $ (61)

$ Change

$ (67)

Cash used in financing activities was driven by our return to shareholders

initiatives, including our share repurchase program and cash dividends, as

follows:

Thirteen weeks ended

April 30, May 1,

($ in millions) 2022 2021

Share repurchases $ 89 $ 34

Dividends paid on common stock 38 21

Total returned to shareholders $ 127 $ 55

During the thirteen weeks ended April 30, 2022, we repurchased 2,650,000 shares

of common stock for $89 million under our share repurchase programs, whereas in

the prior year we spent $34 million to repurchase shares. We also declared and

paid $38 million in dividends representing a quarterly rate of $0.40 per share

in 2022, as compared with a quarterly rate of $0.20 per share in the prior-year

period.

First Quarter 2022 Form 10-Q Page 27

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We paid $1 million to satisfy tax withholding obligations relating to the

vesting of share-based equity awards during the thirteen weeks ended April 30,

2022, as compared with $10 million in 2021. Offsetting this amount were proceeds

received in connection with employee stock programs of $2 million in the current

year, as compared with $4 million in the prior-year period.

Additionally, we paid $2 million of principal on our finance lease obligations,

mainly related to certain WSS stores.

Critical Accounting Policies and Estimates

There have been no significant changes to our critical accounting policies and

estimates from the information provided in Item 7, “Management’s Discussion and

Analysis of Financial Condition and Results of Operations,” included in the 2021

Form 10-K.

Recent Accounting Pronouncements

Descriptions of the recently issued and adopted accounting principles are

included in Item 1. “Financial Statements” in Note 1, Summary of Significant

Accounting Policies, to the Condensed Consolidated Financial Statements.

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