Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
11-K
x ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
fiscal year ended December 31, 2009
or
¨ TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Commission
file
number: 1-10299
A. Full
title of the plan and the address of the plan, if different from that of the
issuer named below:
Foot
Locker 401(k) Plan
B. Name
of issuer of the securities held pursuant to the plan and the address of its
principal executive office:
Foot
Locker, Inc.
112
West 34th
Street
New
York, NY 10120
Table of
Contents
Report
of Independent Registered Public Accounting Firm
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2 |
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Statements
of Net Assets Available for Benefits as of December 31, 2009 and
2008
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3 |
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Statements
of Changes in Net Assets Available for Benefits for the years ended
December 31, 2009 and 2008
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4 |
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Notes
to Financial Statements
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5-11 |
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Supplemental
Schedule *:
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Schedule
H, Line 4i - Schedule of Assets (Held at End of Year) as of December
31, 2009
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12 |
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* Schedules
required by Form 5500, which are not applicable, have been
omitted.
Report
of Independent Registered Public Accounting Firm
Foot
Locker 401(k) Plan Administrator:
We have
audited the accompanying statements of net assets available for benefits of the
Foot Locker 401(k) Plan (the "Plan") as of December 31, 2009 and 2008, and the
related statements of changes in net assets available for benefits for the years
then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan as of
December 31, 2009 and 2008, and the changes in net assets available for benefits
for the years then ended in conformity with U.S. generally accepted accounting
principles.
Our
audits were made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The accompanying supplemental Schedule H, Line 4i -
Schedule of Assets (Held at End of Year) as of December 31, 2009 is presented
for the purpose of additional analysis and is not a required part of the basic
financial statements but is supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan’s management. The supplemental schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
/s/ KPMG
LLP
New York,
New York
June 24,
2010
FOOT
LOCKER 401(k) PLAN
Statements
of Net Assets Available for Benefits
December
31, 2009 and 2008
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|
2009
|
|
|
2008
|
|
Assets:
|
|
|
|
|
|
|
Investments,
at fair value
|
|
$ |
91,245,849 |
|
|
$ |
61,722,006 |
|
Participant
loans
|
|
|
2,964,253 |
|
|
|
2,555,669 |
|
Cash
|
|
|
126,602 |
|
|
|
- |
|
|
|
|
94,336,704 |
|
|
|
64,277,675 |
|
Receivables:
|
|
|
|
|
|
|
|
|
Participant
contributions
|
|
|
273,419 |
|
|
|
288,315 |
|
Employer
contribution
|
|
|
2,410,149 |
|
|
|
2,288,311 |
|
Other
|
|
|
31,594 |
|
|
|
- |
|
Total
assets
|
|
|
97,051,866 |
|
|
|
66,854,301 |
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Accrued
expenses
|
|
|
- |
|
|
|
75,786 |
|
Excess
contributions payable to participants
|
|
|
62,550 |
|
|
|
213,149 |
|
|
|
|
|
|
|
|
|
|
Net
assets available for benefits
|
|
$ |
96,989,316 |
|
|
$ |
66,565,366 |
|
See
accompanying notes to financial statements.
FOOT
LOCKER 401(k) PLAN
Statements
of Changes in Net Assets Available for Benefits
Years
Ended December 31, 2009 and 2008
|
|
2009
|
|
|
2008
|
|
Additions
(reductions) to net assets attributed to:
|
|
|
|
|
|
|
Investment income
(loss):
|
|
|
|
|
|
|
Net appreciation
(depreciation) of investments
|
|
$ |
19,441,952 |
|
|
$ |
(30,133,281 |
) |
Dividends
|
|
|
558,142 |
|
|
|
406,342 |
|
Interest
|
|
|
138,028 |
|
|
|
162,358 |
|
Total
investment income (loss)
|
|
|
20,138,122 |
|
|
|
(29,564,581
|
) |
|
|
|
|
|
|
|
|
|
Contributions:
|
|
|
|
|
|
|
|
|
Participant
|
|
|
14,566,713 |
|
|
|
13,374,814 |
|
Employer
|
|
|
2,410,149 |
|
|
|
2,288,311 |
|
Total
contributions
|
|
|
16,976,862 |
|
|
|
15,663,125 |
|
Total
additions (reductions)
|
|
|
37,114,984 |
|
|
|
(13,901,456
|
) |
|
|
|
|
|
|
|
|
|
Deductions
from net assets attributed to:
|
|
|
|
|
|
|
|
|
Benefits
paid to participants
|
|
|
6,183,747 |
|
|
|
8,463,044 |
|
Administrative
fees
|
|
|
507,287 |
|
|
|
461,728 |
|
Total
deductions
|
|
|
6,691,034 |
|
|
|
8,924,772 |
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease)
|
|
|
30,423,950 |
|
|
|
(22,826,228
|
) |
|
|
|
|
|
|
|
|
|
Net
assets available for benefits:
|
|
|
|
|
|
|
|
|
Beginning
of year
|
|
|
66,565,366 |
|
|
|
89,391,594 |
|
End
of year
|
|
$ |
96,989,316 |
|
|
$ |
66,565,366 |
|
See
accompanying notes to financial statements.
Foot
Locker 401(k) Plan
Notes to
Financial Statements
December
31, 2009 and 2008
The
following description of the Foot Locker 401(k) Plan (the "Plan") provides only
general information. Participants should refer to the Plan document for a more
complete description of the Plan's provisions.
The Board
of Directors of Foot Locker, Inc. (the “Company”) appointed MG Trust Company as
the trustee of the Plan. Ascensus, Inc. formally known as BISYS Retirement
Services was the record keeper for the Plan and Russell Investment Group
(“Russell”) provided investment management services to the Plan for the years
ended December 31, 2009 and 2008.
The Plan
is a defined contribution plan covering generally all U.S. employees of the
Company and its affiliates that adopt the Plan, with the exception of the
employees whose primary place of employment is in Puerto Rico. Eligible
employees are those who have attained age twenty-one and completed one year of
service consisting of at least 1,000 hours. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). The Plan became effective as of January 1, 1996.
The Plan
provides for automatic revocable enrollment in the Plan at a contribution rate
of 3% of pre-tax annual compensation for participants who meet the eligibility
requirements. The initial automatic enrollment percentage automatically
increases each year in 1% increments up to a maximum of 5%. The maximum
allowable salary reduction contribution by a participant is 40% of pre-tax
annual compensation, as defined in the Plan document. Participants may elect to
change their contribution rate and salary reduction agreement as often as daily.
In accordance with the Tax Reform Act of 1986, the maximum amount that a
participant may contribute under the Plan is $16,500 for 2009 and $15,500 for
2008. Participants may also roll over certain amounts representing distributions
from other qualified retirement plans prior to becoming eligible to participate
in the Plan. However, additional contributions cannot be made until the
completion of one year of service consisting of at least 1,000 hours. For any
participant who (i) has completed 1,000 hours of service during the Plan year
and is actively employed by the Company on the last day of the Plan year or (ii)
during the Plan year, has died, has become disabled or retired on or after
normal retirement age, the Company also contributes 25% of such participant's
pre-tax contributions to the Plan up to the first 4% of the participant's
compensation earned during the Plan year. Matching contributions, at the
Company’s option, are made either in shares of the Company's common stock ("Foot
Locker Shares") or in cash to be invested in Foot Locker Shares. Effective
January 1, 2007, participants that are invested in the Foot Locker Stock Fund
can diversify their matching contributions into any of the other investment
options available under the Plan at any time. Matching contributions for 2009
and 2008 were made entirely in Foot Locker Shares and were recorded at fair
market value on the date of the Plan’s year-end. Additional contributions may be
made at the discretion of the Company and are subject to certain limitations. No
additional contributions were made for 2009 and 2008. Participants who have
attained the age of 50 may make catch-up contributions of up to $5,500 in 2009
and $5,000 in 2008, as defined by the Plan. These contributions are not eligible
for matching contributions by the Company. In March 2010 and 2009, the Plan
reimbursed $62,550 and $213,149, respectively, to certain participants for
excess amounts contributed to the Plan during 2009 and 2008,
respectively.
Each
participant's account is credited with (a) the participant's contributions and
allocations of the Company's matching contribution and (b) Plan net earnings,
and reduced by (c) Plan net losses (including maintenance fees paid by the
participant) and (d) loan initiation fees, when applicable. Allocations are
based on participant’s salary deferrals or account balances, as defined. The
benefit to which a participant is entitled is the benefit that can be provided
from the participant's vested account balance.
Participants
are immediately vested in their contributions plus actual earnings thereon.
Vesting in the Company’s matching contributions and earnings thereon is over a
five-year period; a participant vests 20% per year beginning after the first
year of vesting service and is fully vested after five years of vesting service,
as defined in the Plan document.
Foot
Locker 401(k) Plan
Notes to
Financial Statements
December
31, 2009 and 2008
(e) Investment
Options
Participants
may change their investment options daily. Participants may elect to
allocate up to 25% of their contributions in Foot Locker, Inc.
stock. In addition, each participant could direct his or her
contributions to the following funds in 1% increments:
Russell
Investment Contract Fund – The fund seeks to diversify across many companies by
substantially investing in synthetic investment contracts to help protect the
principal and reduce market risk. The synthetic investment contracts held within
this fund are issued by major insurance companies and banks. The fund’s rate of
return fluctuates with the market condition.
Custom
Funds FL Fixed Income I Portfolio – Participant’s assets are invested in a
variety of bonds representing a diversity of sectors and maturities. This fund
seeks to have less risk and lower returns than stocks but the advisors seek
higher returns than a money market fund or a shorter maturity bond fund. The
fund maintains an intermediate-term portfolio maturity.
Custom
Funds FL Global Balanced Portfolio – Participant’s assets are invested in a
pre-mixed portfolio strategically invested in U.S. stocks, non-U.S. stocks, U.S.
bonds and real estate. The fund employs a globally moderate balanced strategy by
investing in stocks and short and intermediate term bonds. The fund seeks to
generate a high rate of return.
Custom
Funds FL Large Cap Structured Equity Portfolio – Participant’s assets are
invested within a portfolio of large U.S. companies but are diversified
strategically with companies that perform differently in various economic
situations. The fund seeks to achieve high long term rates of
return.
Custom
Funds FL Russell 1000 Portfolio – This fund aligns its stock selection with the
Russell 1000 Index. The stocks in this index are highly diversified across the
full range of industries and sectors of the large cap U.S. stock market. This
fund seeks to match the index performance and seeks to provide a highly
predictable return.
Russell
Equity I Fund – This fund utilizes a combination of three distinct styles:
value, growth, and market oriented, because no single investment style dominates
the market place. This fund invests in companies ranked among the largest 1,000
companies in the United States stock market. This fund seeks higher
long term rates of return.
Russell
Equity II Fund – This fund also utilizes a combination of value, growth, and
market oriented investment styles. This fund invests in smaller companies
within the United States stock market. This fund seeks higher long term
rates of return.
Custom
Funds All International Markets Portfolio – This fund invests in companies from
around the world excluding the United States. The market cycles of the world do
not necessarily mirror the United States and are influenced by different
economic factors. This fund is sensitive to possible risks not found in U.S.
investments such as foreign currency fluctuations or political unrest. These
types of investments can have higher returns over the long term but are also
fairly volatile in the short term.
Foot
Locker Stock Fund – Participant’s assets are invested in Foot Locker Shares.
Foot Locker Shares may be obtained by the Trustee directly from the Company out
of its authorized but unissued shares of common stock or out of its treasury
shares, or on the open market.
(f) Participant
Loans
Participants
may borrow from their fund accounts once each year a minimum of $1,000, up to a
maximum equal to the lesser of $50,000 or 50% of their total vested account
balance (excluding matching contributions). At any time only one loan may be
outstanding per participant. Loan transactions are treated as transfers between
the investment funds and the participant loans fund. Loan terms range up to 5
years, or up to 15 years for the purchase of a primary residence. The loans are
secured by the balance in the participant's account and bear a rate of interest
equal to the prime rate on the date of the loan distribution. Principal and
interest is generally paid ratably through regular payroll deductions.
Participant loans totaling $2,964,253 and $2,555,669 were outstanding at
December 31, 2009 and 2008, respectively, bearing interest rates ranging from
3.25% to 8.25% at each year-end.
Foot
Locker 401(k) Plan
Notes to
Financial Statements
December
31, 2009 and 2008
Participants
are eligible for a distribution upon termination of service, death, disability
or retirement. A participant will receive a lump-sum amount equal to the fair
market value of the participant's vested interest in his or her account. A
participant may elect to have any investment in the Foot Locker Stock Fund
distributed in either cash or Foot Locker Shares.
Participants
are eligible for a distribution due to financial hardship under certain
conditions in accordance with the Plan document. The amount of a hardship
withdrawal may not exceed the cost associated with the financial hardship in
addition to any mandatory federal income tax withholding, state and local income
taxes or penalties incurred.
Included
in administrative fees are amounts paid by participants for processing loans,
administrative fees paid using forfeitures and investment management fees. To
the extent expenses of administering the Plan are not paid using forfeitures,
the expenses are paid by the Company and therefore are not included in the
accompanying financial statements.
Forfeitures
are used to pay for administrative expenses of the Plan and then to reduce
future matching contributions. Administrative expenses paid from forfeited
non-vested accounts amounted to $255,504 and $22,930 in 2009 and 2008,
respectively. At December 31, 2009 and 2008, forfeited non-vested accounts
totaled $331,558 and $269,721, respectively.
|
(2)
|
Summary
of Accounting Principles
|
The
financial statements of the Plan are prepared using the accrual method of
accounting.
The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and changes therein and
disclosure of contingent assets and liabilities. Actual results could differ
from those estimates and assumptions.
|
(c)
|
Investment
Valuation and Income Recognition
|
The
Plan's investments are stated at fair value. Investments in commingled funds are
valued at the net asset value of units held by the Plan at year-end. Foot Locker
Shares are valued at the quoted market price. Participant loans are valued at
their outstanding cost balances, which approximate fair value. Loan interest
income is allocated to the investment fund from which the amount is borrowed.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on an accrual basis. Dividends are recorded on the
ex-dividend date.
(d) Payment
of Benefits
|
Benefits
are recorded when paid.
|
|
(e)
|
Recent
Accounting Pronouncements Not Previously Discussed
Herein
|
In June
2009, the Financial Accounting Standards Board (“FASB”) issued guidance under
ASC 105, “Generally Accepted Accounting Principles,” which was formerly referred
to as FASB Statement of Financial Accounting Standards No. 168, “FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles – A Replacement of FASB Statement No. 162.” This guidance
establishes the FASB Accounting Standards Codification (the “Codification”) as
the source of authoritative U.S. generally accepted accounting principles
(“GAAP”) for nongovernmental entities. The Codification supersedes
all existing non-Securities and Exchange Commission (“SEC”) accounting and
reporting standards. Rules and interpretive releases of the SEC under
authority of federal security laws remain authoritative GAAP for SEC
registrants. This guidance and the Codification are effective for
financial statements issued for interim and annual periods ending after
September 15, 2009. As the Codification did not change existing GAAP,
the adoption did not have an impact on the Plan’s financial condition or results
of operations.
Foot
Locker 401(k) Plan
Notes to
Financial Statements
December
31, 2009 and 2008
In April
2009, the FASB issued guidance under Accounting Standards Codification (“ASC”)
820, “Fair Value Measurements and Disclosures,” which was formerly referred
to as FSP FAS 157-4, “Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly.” This guidance addresses the
factors that determine whether there has been a significant decrease in the
volume and level of activity for an asset or liability when compared to the
normal market activity. This guidance also requires that a reporting
entity define major categories for equity and debt securities as described
in ASC 320, “Investments – Debt and Equity Securities.” This guidance
was effective for interim and annual reporting periods ending after June 15,
2009, and the adoption did not have a material effect on the Plan’s financial
condition or results of operations. The adoption of this guidance is
reflected, where applicable, throughout these financial statements.
In
January 2010, the FASB issued ASC Update 2010-06, “Fair Value Measurements and
Disclosures (Topic 820) – Improving Disclosures about Fair Value
Measurements.” This guidance requires: (i) separate
disclosure of significant transfers between Level 1 and Level 2 and reasons for
the transfers; (ii) disclosure, on a gross basis, of purchases, sales,
issuances, and net settlements within Level 3; (iii) disclosures by class of
assets and liabilities; and (iv) a description of the valuation techniques and
inputs used to measure fair value for both recurring and nonrecurring fair value
measurements. This guidance is effective for reporting periods
beginning after December 15, 2009, except for the Level 3 disclosure
requirements, which will be effective for fiscal years beginning after December
15, 2010 and interim periods within those fiscal years with early adoption
permitted. The adoption of this guidance is not expected to have a
material effect on the Plan’s future financial statements.
Other
recent accounting pronouncements issued by the FASB and the SEC did not, or are
not believed by management to, have a material effect on the Plan’s present or
future financial statements.
Although
it has not expressed any intent to do so, the Company has the right under the
Plan to discontinue its contributions at any time and/or to terminate the Plan
subject to the provisions of ERISA. In the event of Plan termination,
participants will become fully vested in their accounts.
The
Internal Revenue Service, the primary tax oversight body of the Plan, generally
has the ability to examine the Plan activity for up to three prior years. On
January 22, 2009, the Company received a favorable determination letter from the
Internal Revenue Service with respect to the qualification of the Plan dated
January 31, 2007. The Internal Revenue Service is currently in the process of
examining the Plan for the years ended December 31, 2005, 2006 and 2007. The
Company believes that the Plan currently is designed and is being operated in
compliance with the applicable requirements of the Internal Revenue Code. During
2008 and 2009, certain operational errors were identified that either have been
corrected or are being researched and will be corrected as necessary. These
items, both individually and in the aggregate, are not significant to the Plan’s
net assets and financial condition as of and for the years ended December 31,
2009 and 2008.
|
(5)
|
Risks
and Uncertainties
|
|
The
Plan offers a number of investment options including the participant
investments in Foot Locker Shares. Investment securities are exposed to
various risks, such as interest rate, market and credit risks. Due to the
level of risk associated with certain investment securities, it is at
least reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could
materially affect participants’ account balances and the amounts reported
in the statement of net assets available for
benefits.
|
The
Plan’s exposure to a concentration of credit risk is limited by the
diversification of investments across all participant-directed fund elections.
Additionally, the investments within each participant-directed fund election are
further diversified into varied financial instruments, with the exception of the
Foot Locker Stock Fund, which invests in the securities of a single
issuer.
The
Plan’s investments include commingled funds that may directly or indirectly
invest in securities with contractual cash flows, such as asset backed
securities, collateralized mortgage obligations and commercial mortgage backed
securities, including securities backed by sub prime mortgage
loans. The value, liquidity and related income of these securities is
sensitive to changes in economic conditions, including real estate value,
delinquencies of defaults, or both, and may be adversely affected by shifts in
the market’s perception of the issuers and changes in interest
rates.
Foot
Locker 401(k) Plan
Notes to
Financial Statements
December
31, 2009 and 2008
The
following investments represent five percent or more of the Plan’s net assets at
December 31, 2009 and 2008:
|
|
2009
|
|
|
2008
|
|
Russell
Investment Contract Fund – 594,307 units and 525,672 units,
respectively
|
|
$ |
9,487,517 |
|
|
$ |
8,092,189 |
|
|
|
|
|
|
|
|
|
|
Custom
Funds FL Global Balanced Portfolio – 3,246,468 units and 2,634,937 units,
respectively
|
|
$ |
30,955,140 |
|
|
$ |
19,656,631 |
|
|
|
|
|
|
|
|
|
|
Custom
Funds FL Large Cap Structured Equity Portfolio – 807,872 units and 743,643
units, respectively
|
|
$ |
6,220,619 |
|
|
$ |
4,632,896 |
|
|
|
|
|
|
|
|
|
|
Custom
Funds FL Russell 1000 Portfolio – 1,155,273 units and 1,085,343 units,
respectively
|
|
$ |
9,484,796 |
|
|
$ |
6,946,191 |
|
|
|
|
|
|
|
|
|
|
Russell
Equity I Fund – 688,497 units and 642,925 units,
respectively
|
|
$ |
7,105,290 |
|
|
$ |
5,124,110 |
|
|
|
|
|
|
|
|
|
|
Russell
Equity II Fund – 321,432 units and 269,919 units,
respectively
|
|
|
* |
|
|
$ |
2,882,732 |
|
|
|
|
|
|
|
|
|
|
Custom
Funds FL All International Markets Portfolio – 1,045,407 units and 983,328
units, respectively
|
|
$ |
8,760,513 |
|
|
$ |
6,017,970 |
|
|
|
|
|
|
|
|
|
|
Foot
Locker Stock Fund – 978,370 units and 714,356 units,
respectively
|
|
$ |
11,530,621 |
|
|
$ |
5,626,404 |
|
* Does
not represent 5% of the Plan’s net assets at December 31, 2009.
The
Plan’s investments (including gains and losses on investments bought and sold,
as well as held during the year) appreciated (depreciated) in value by
$19,441,952 in 2009 and by $(30,133,281) in 2008, as follows:
|
|
2009
|
|
|
2008
|
|
Commingled
funds
|
|
$ |
15,574,293 |
|
|
$ |
(25,748,625 |
) |
Common
stock
|
|
|
3,867,659 |
|
|
|
(4,384,656
|
) |
|
|
$ |
19,441,952 |
|
|
$ |
(30,133,281 |
) |
|
(7)
|
Fair
Value Measurements
|
The Plan
categorizes its financial assets into a three-level fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure fair value into
three broad levels. The fair value hierarchy gives the highest priority to
quoted prices in active markets for identical assets or liabilities (Level 1)
and the lowest priority to unobservable inputs (Level 3). If the inputs used to
measure fair value fall within different levels of the hierarchy, the category
level is based on the lowest priority level input that is significant to the
fair value measurement of the instrument. Fair value is determined based upon
the exit price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants exclusive of any
transaction costs.
The
Plan’s financial assets recorded at fair value are categorized as
follows:
Level 1 – Quoted prices for
identical instruments in active markets.
Level 2 – Quoted prices for
similar instruments in active markets; quoted prices for identical or similar
instruments in markets that are not active; and model-derived valuations in
which all significant inputs or significant value-drivers are observable in
active markets.
Level 3 – Model-derived
valuations in which one or more significant inputs or significant value-drivers
are unobservable.
Foot
Locker 401(k) Plan
Notes to
Financial Statements
December
31, 2009 and 2008
The
following tables provide a summary, by level, of the Plan’s financial assets
that are measured at fair value on a recurring basis:
|
|
Fair Value Measurements at
12/31/09
|
|
Description
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
Total
|
|
Commingled
funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
Synthetic
investment contracts
|
|
$ |
- |
|
|
$ |
9,487,517 |
|
|
$ |
- |
|
|
$ |
9,487,517 |
|
Fixed
income funds
|
|
|
- |
|
|
|
3,143,445 |
|
|
|
- |
|
|
|
3,143,445 |
|
Balanced
funds
|
|
|
- |
|
|
|
30,955,140 |
|
|
|
- |
|
|
|
30,955,140 |
|
U.S equity
- large cap structured funds
|
|
|
- |
|
|
|
6,220,619 |
|
|
|
- |
|
|
|
6,220,619 |
|
Index
funds (Russell 1000 stock index)
|
|
|
- |
|
|
|
9,484,796 |
|
|
|
- |
|
|
|
9,484,796 |
|
U.S.
equity - large cap funds
|
|
|
- |
|
|
|
7,105,290 |
|
|
|
- |
|
|
|
7,105,290 |
|
U.S.
equity – small cap funds
|
|
|
- |
|
|
|
4,557,908 |
|
|
|
- |
|
|
|
4,557,908 |
|
International
equity funds
|
|
|
- |
|
|
|
8,760,513 |
|
|
|
- |
|
|
|
8,760,513 |
|
Foot
Locker Shares
|
|
|
11,530,621 |
|
|
|
- |
|
|
|
- |
|
|
|
11,530,621 |
|
Participant
loans
|
|
|
- |
|
|
|
- |
|
|
|
2,964,253 |
|
|
|
2,964,253 |
|
|
|
$ |
11,530,621 |
|
|
$ |
79,715,228 |
|
|
$ |
2,964,253 |
|
|
$ |
94,210,102 |
|
|
|
Fair Value Measurements at
12/31/08
|
|
Description
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
Total
|
|
Commingled
funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
Synthetic
investment contracts
|
|
$ |
- |
|
|
$ |
8,092,189 |
|
|
$ |
- |
|
|
$ |
8,092,189 |
|
Fixed
income funds
|
|
|
- |
|
|
|
2,635,001 |
|
|
|
- |
|
|
|
2,635,001 |
|
Balanced
funds
|
|
|
- |
|
|
|
19,656,631 |
|
|
|
- |
|
|
|
19,656,631 |
|
U.S equity
- large cap structured funds
|
|
|
- |
|
|
|
4,632,896 |
|
|
|
- |
|
|
|
4,632,896 |
|
Index
funds (Russell 1000 stock index)
|
|
|
- |
|
|
|
6,946,191 |
|
|
|
- |
|
|
|
6,946,191 |
|
U.S.
equity - large cap funds
|
|
|
- |
|
|
|
5,124,110 |
|
|
|
- |
|
|
|
5,124,110 |
|
U.S.
equity – small cap funds
|
|
|
- |
|
|
|
2,882,732 |
|
|
|
- |
|
|
|
2,882,732 |
|
International
equity funds
|
|
|
- |
|
|
|
6,017,970 |
|
|
|
- |
|
|
|
6,017,970 |
|
Foot
Locker Shares
|
|
|
5,626,404 |
|
|
|
- |
|
|
|
- |
|
|
|
5,626,404 |
|
Cash
management trust fund
|
|
|
- |
|
|
|
107,882 |
|
|
|
- |
|
|
|
107,882 |
|
Participant
loans
|
|
|
- |
|
|
|
- |
|
|
|
2,555,669 |
|
|
|
2,555,669 |
|
|
|
$ |
5,626,404 |
|
|
$ |
56,095,602 |
|
|
$ |
2,555,669 |
|
|
$ |
64,277,675 |
|
The
following table is a reconciliation of the Plan’s financial assets measured at
fair value on a recurring basis classified as Level 3, for the years ended
December 31, 2009 and 2008:
|
|
2009
|
|
|
2008
|
|
Balance
at January 1
|
|
$ |
2,555,669 |
|
|
$ |
2,381,440 |
|
Loan
issuances, net of repayments
|
|
|
408,584 |
|
|
|
174,229 |
|
Balance
at December 31
|
|
$ |
2,964,253 |
|
|
$ |
2,555,669 |
|
|
(8)
|
Related
Party Transactions
|
|
The
Plan allows for transactions with certain parties who may perform services
or have fiduciary responsibilities to the Plan, including the Company.
Certain Plan investments are shares of various commingled funds which were
managed by Russell during 2009 and 2008. The Plan invests in common stock
of the Company and issues loans to participants, which are secured by the
balances in the participants’ accounts. The Cash Management Trust
primarily consists of a cash account that is used to facilitate the
Trustee in purchasing shares of Foot Locker Shares. These transactions
qualify as party-in-interest
transactions.
|
Foot
Locker 401(k) Plan
Notes to
Financial Statements
December
31, 2009 and 2008
|
Effective
February 1, 2010, Mercer LLC replaced Ascensus Inc. as the record keeper
for the Plan. In addition, Russell no longer provides investment
management services for the Plan. As a result, all of the assets that were
held in the Russell managed portfolios were liquidated and transferred to
the following investment options on February 1,
2010:
|
|
·
|
Northern
Trust Focus Funds (age-based)
|
|
·
|
Baron
Small Cap Growth Fund
|
|
·
|
Mainstay
Large Cap Growth Fund
|
|
·
|
Artio
International Equity II Fund
|
|
·
|
Northern
Trust Collective Daily S&P 500 Equity Index
Fund
|
|
·
|
Goldman
Sachs Small Cap Value Fund
|
|
·
|
Loomis
Sayles Value Fund
|
|
·
|
PIMCO
Total Return Fund
|
|
·
|
Wells
Fargo (Galliard) Stable Return Fund
|
Upon
transition to Mercer LLC, the Foot Locker Stock Fund is measured using a
different valuation method. Previously, this fund was valued in units, as it
held cash in addition to shares of Foot Locker common stock. The unit value was
calculated nightly based on the value of the stock and cash holdings within the
fund. Effective February 1, 2010, investments in the Foot Locker Stock Fund are
held only in shares of Foot Locker stock. As such, the value of this fund will
be determined by the number of shares held by the fund, multiplied by the
closing price of Foot Locker common stock on the measurement date. This change
does not impact the overall value of the investment in the Foot Locker Stock
Fund.
The
Company noted no additional subsequent events requiring disclosure in its
evaluation through June 24, 2010 the date on which these Plan financial
statements were issued.
FOOT
LOCKER 401(k) PLAN
Schedule
H, Line 4i - Schedule of Assets (Held at End of Year)
as of
December 31, 2009
(a)
|
|
(b)
Identity of Issue, Borrower,
|
|
(c)
Description of investment including maturity date, rate of
interest,
|
|
(d)
|
|
|
(e)
|
|
|
|
Lessor,
or Similar Party
|
|
collateral,
par, or maturity value
|
|
Cost**
|
|
|
Current
value
|
|
|
|
|
|
Commingled
Funds:
|
|
|
|
|
|
|
|
|
*
|
|
Russell
Investment Group
|
|
Russell
Investment Contract Fund
|
|
594,307
units
|
|
|
— |
|
|
$ |
9,487,517 |
|
*
|
|
Russell
Investment Group
|
|
Custom
Funds FL Fixed Income I Portfolio
|
|
270,520
units
|
|
|
— |
|
|
|
3,143,445 |
|
*
|
|
Russell
Investment Group
|
|
Custom
Funds FL Global Balanced Portfolio
|
|
3,246,468 units
|
|
|
— |
|
|
|
30,955,140 |
|
*
|
|
Russell
Investment Group
|
|
Custom
Funds FL Large Cap Structured Equity Portfolio
|
|
807,872
units
|
|
|
— |
|
|
|
6,220,619 |
|
*
|
|
Russell
Investment Group
|
|
Custom
Funds FL Russell 1000 Portfolio
|
|
1,155,273
units
|
|
|
— |
|
|
|
9,484,796 |
|
*
|
|
Russell
Investment Group
|
|
Russell
Equity I Fund
|
|
688,497
units
|
|
|
— |
|
|
|
7,105,290 |
|
*
|
|
Russell
Investment Group
|
|
Russell
Equity II Fund
|
|
321,432
units
|
|
|
— |
|
|
|
4,557,908 |
|
*
|
|
Russell
Investment Group
|
|
Custom
Funds All International Markets Portfolio
|
|
1,045,407
units
|
|
|
— |
|
|
|
8,760,513 |
|
|
|
|
|
Stock
Fund:
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Foot
Locker, Inc
|
|
Foot
Locker Stock Fund
|
|
978,370
units
|
|
|
— |
|
|
|
11,530,621 |
|
|
|
|
|
Cash:
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
Cash
|
|
—
|
|
|
— |
|
|
|
126,602 |
|
|
|
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Loans
|
|
Participant
loans
|
|
1,235
loans were
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
outstanding
at December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,
2009, bearing interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at
rates ranging from
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.25%
- 8.25%, maturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
through
2024.
|
|
|
— |
|
|
|
2,964,253 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
94,336,704 |
|
|
*
|
Party-in-interest
as defined by ERISA
|
|
**
|
Cost
basis is not required for participant directed investments and therefore
is not included.
|
See
accompanying report of independent registered public accounting
firm.
SIGNATURE
The Plan. Pursuant to the
requirements of the Securities Exchange Act of 1934, the trustees (or other
persons who administer the Foot Locker 401(k) Plan) have duly caused this annual
report to be signed on its behalf of the undersigned hereunto duly
authorized.
FOOT LOCKER 401(k)
PLAN
|
|
By:
|
/s/
Robert W. McHugh
|
|
Foot
Locker, Inc.
|
|
Robert
W. McHugh
|
|
Chief
Financial
Officer
|
Date:
June 24, 2010
FOOT LOCKER 401(k)
PLAN
INDEX
OF EXHIBITS
Exhibit
No. in Item
|
|
601 of Regulation S-K
|
|
Description
|
|
23
|
Consent
of Independent Registered Public Accounting
Firm
|