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 July 30, 2022, we operated 2,799 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 website for
eastbay.com.

Store Count

At July 30, 2022, we operated 2,799 stores as compared with 2,858 and 2,911 stores at January 29, 2022 and July 31, 2021, respectively.

Franchise Operations



A total of 148 franchised stores were operating at July 30, 2022, as compared
with 142 and 134 stores at January 29, 2022 and July 31, 2021, respectively,
operating in the Middle East and Asia. 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



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.

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.

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.



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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
excludes 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 have been 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.

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



                                      Thirteen weeks ended            Twenty-six weeks ended
                                    July 30,        July 31,       July 30,          July 31,
($ in millions, except per
share amounts)                        2022            2021           2022              2021
Pre-tax income:
Income before income taxes         $       143     $       587    $       333      $         871
Pre-tax amounts excluded from
GAAP:
Impairment and other charges                12              36             18                 40
Other income / expense, net                (6)           (320)             18              (320)
Adjusted income before income
taxes (non-GAAP)                   $       149     $       303    $       369      $         591

After-tax income:
Net income attributable to Foot
Locker, Inc.                       $        94     $       430    $       227                632
After-tax adjustments excluded
from GAAP:
Impairment and other charges,
net of income tax benefit of
$3, $9, $5, and $10,
respectively                                 9              27             13                 30
Other income / expense, net of
(expense)/income tax benefit of
$(3), $(84), $3, and $(84),
respectively                               (3)           (236)             15              (236)
Tax reserves charge                          5               -              5                  -
Adjusted net income (non-GAAP)     $       105     $       221    $       260                426

Earnings per share:
Diluted earnings per share         $      0.99     $      4.09    $      2.36               6.02
Diluted EPS amounts excluded
from GAAP:
Impairment and other charges              0.09            0.25           0.14               0.28
Other income / expense, net             (0.03)          (2.25)           0.16             (2.25)
Tax reserves charge                       0.05               -           0.05                  -
Adjusted diluted earnings per
share (non-GAAP)                   $      1.10     $      2.09    $      2.71               4.05


During the thirteen and twenty-six weeks ended July 30, 2022, we recorded pre-tax charges of $12 million and $18 million, respectively, classified as Impairment and Other. See the Impairment and Other Charges section for further information.



                                           Second Quarter 2022 Form 10-Q Page 21

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The adjustments made to other income / (expense), net reflect gains or losses primarily associated with our minority investments. See the Other Income / (Expense), net section for further information.

In the second quarter of 2022, we recorded a $5 million charge related to our income tax reserves due to the resolution of a foreign tax settlement.

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. 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 the Foot Locker banner and its related e-commerce business 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            Twenty-six weeks ended
                                    July 30,          July 31,      July 30,         July 31,
($ in millions)                       2022              2021          2022             2021
Sales                                  $    2,065    $     2,275   $     4,240      $     4,428

Operating Results
Division profit                               184            332           444              647
Less: Impairment and other
charges (1)                                    12             36            18               40
Less: Corporate expense (2)                    33             32            70               61
Income from operations                        139            264           356              546
Interest expense, net                         (5)            (2)          (10)              (4)
Other income / (expense), net
(3)                                             9            325          (13)              329
Income before income taxes             $      143    $       587   $       333      $       871

(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 / (expense), net 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 (3) 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. See the

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




                                           Second Quarter 2022 Form 10-Q Page 22

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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. As a result of the Eastbay Team Sales divestiture, sales
from this business were removed for the computation of comparable sales for all
periods.

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

                                        Thirteen weeks ended        Twenty-six weeks ended
                                         July 30,    July 31,        July 30,      July 31,
($ in millions)                            2022        2021            2022          2021
Stores
Sales                                 $     1,716    $   1,817   $       3,492    $     3,437
$ Change                              $     (101)                $          55
% Change                                    (5.6) %                        1.6 %
% of total sales                             83.1 %       79.9 %          82.4 %         77.6 %
Comparable sales (decrease) increase        (6.0) %       28.4 %           0.5 %         54.0 %

Direct-to-customers
Sales                                 $       349    $     458   $         748    $       991
$ Change                              $     (109)                $       (243)
% Change                                   (23.8) %                     (24.5) %
% of total sales                             16.9 %       20.1            17.6 %         22.4 %
Comparable sales decrease                  (26.7) %     (35.1)          (28.3) %        (8.2) %


For the thirteen weeks ended July 30, 2022, total sales decreased by $210
million, or 9.2%, to $2,065 million, as compared with the corresponding
prior-year period. For the twenty-six weeks ended July 30, 2022, total sales
decreased by $188 million, or 4.2%, to $4,240 million, as compared with the
corresponding prior-year period. Excluding the effect of foreign currency
fluctuations, total sales decreased by $139 million, or 6.1%, for the thirteen
weeks ended July 30, 2022, and decreased by $76 million, or 1.7%, for the
twenty-six weeks ended July 30, 2022. Sales from our acquired WSS and atmos
banners were $137 million and $48 million, respectively, for the thirteen weeks
ended July 30, 2022, and $275 million and $101 million, respectively for the
twenty-six weeks ended July 30, 2022. The information shown below represents
certain combined stores and direct-to-customers sales metrics, excluding the
sales from WSS and atmos.

                                            Thirteen weeks             Twenty-six weeks
                                         Constant    Comparable      Constant    Comparable
                                        Currencies     Sales        Currencies     Sales
North America                               (21.5) %     (16.1) %       (19.2) %     (13.9) %
EMEA                                           6.7 %        4.5 %         26.7 %       23.6 %
Asia Pacific                                  21.5 %       17.7 %         18.1 %       14.0 %
                                            (14.1) %     (10.3) %       (10.1) %      (6.2) %


                                           Second Quarter 2022 Form 10-Q Page 23

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Despite the decline in sales as compared with our record levels in 2021, sales
exceeded the results of 2019. Excluding the effect of foreign exchange rate
fluctuations and our acquisitions, sales increased by 7.4% and by 1.1% for the
quarter and year-to-date periods, respectively, as compared with the
corresponding periods of 2019.

Comparable sales for both our stores and direct-to-customer channels decreased
for the quarter. Our direct-to-customer channel saw significant decreases as
shoppers navigated back to physical locations. For the year-to-date period,
comparable sales were slightly up for our stores, while direct-to-customer
decreased when compared with the prior year.

Our North American operating segment's sales, excluding WSS, and
comparable-store sales for the current year were negatively affected by the
significant fiscal stimulus, which contributed to last year's growth, as well as
the effects of inflation on customer demand. Additionally, the wind down of the
Footaction business negatively affected sales, last year we operated 211 stores
as compared with 14 this quarter. Within EMEA, sales from the Foot Locker and
Sidestep banners increased as tourism returned to more historical levels coupled
with an increase in operating days resulting from COVID-19 related store
closures in the prior year. Asia Pacific, excluding atmos, generated increases
from both strong performance in Australia and New Zealand, coupled with growth
in Asia, based on expansion in that region. Asia Pacific's increases were also
affected by the increase in operating days, the current year was essentially
open for all days as compared with approximately 80% last year.

From a product perspective for the combined channels, sales declined for both
the quarter and year-to-date periods and was related to decreased sales of
footwear and apparel, partially offset by increased sales of accessories. The
decline in footwear for the second quarter was primarily due to men's and kids'
basketball footwear, and the decline in sales of apparel represented a decline
in sales of men's and performance apparel, however sales of women's apparel
generated an increase. For the year-to-date period, all wearer segments within
the footwear category experienced declines, with the largest decreases coming
from men's and children's basketball footwear styles. Apparel sales decreased in
the men's and children's categories, while women's increased.

Gross Margin

                                     Thirteen weeks ended         Twenty-six weeks ended
                                    July 30,      July 31,        July 30,       July 31,
                                      2022          2021            2022           2021
Gross margin rate                        31.7 %       35.1 %           32.9 %         34.9 %
Basis point decrease in the
gross margin rate                       (340)                         (200)
Components of the change:

Merchandise margin rate decline         (260)                         (160)
Occupancy and buyers'
compensation expense rate                (80)                          (40)


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 31.7% for the thirteen weeks ended July 30,
2022, as compared with the corresponding prior-year period, reflecting a
260-basis point decrease in the merchandise margin rate, and an 80-basis point
deleverage in the occupancy and buyers' compensation rate. For the twenty-six
weeks ended July 30, 2022, the gross margin rate declined by 200 basis points,
reflecting a 160-basis point decrease in the merchandise margin rate and a
40-basis point deleverage in the occupancy and buyers' compensation rate.

                                           Second Quarter 2022 Form 10-Q Page 24

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The declines in merchandise margin rate reflected higher markdowns versus
historically-low levels last year and higher supply chain costs. Additionally,
merchandise margin is negatively affected by the recent acquisitions that
generate a lower rate, which is offset by lower occupancy costs and therefore
not significantly affecting the overall gross margin rate. The occupancy rate
deleverage also reflected the effect of prior year rent abatements related to
COVID-19 that represented $6 million and $11 million for the thirteen and
twenty-six weeks of last year, respectively, as compared with insignificant
amounts this year.

Selling, General and Administrative Expenses (SG&A)



                                    Thirteen weeks ended             Twenty-six weeks ended
                                  July 30,        July 31,         July 30,         July 31,
($ in millions)                     2022            2021             2022             2021
SG&A                             $      452      $      450       $       915      $       868
$ Change                         $        2                       $        47
% Change                                0.4 %                             5.4 %
SG&A as a percentage of sales          21.9 %          19.8 %            21.6 %           19.6 %


SG&A increased by $2 million, or $22 million excluding the effect of foreign
currency fluctuations, for the thirteen weeks ended July 30, 2022, as compared
with the corresponding prior-year period. For the year-to-date period SG&A
increased by $47 million, or $77 million excluding the effect of foreign
currency fluctuations. Our newly acquired businesses contributed $38 million and
$72 million for the quarter and year-to-date periods, respectively, to the
overall increase. As a percentage of sales, SG&A increased by 210 basis points
and 200 basis points for the thirteen and twenty-six weeks ended July 30, 2022,
respectively, driven by higher labor costs, information technology and support
expenses, as well as the effect of COVID-19 related matters in the prior year.

SG&A for the thirteen and twenty-six weeks ended July 30, 2022 included nominal payroll subsidies from local governments, compared with $4 million and $14 million for the corresponding prior-year periods, respectively.

Depreciation and Amortization



                                       Thirteen weeks ended                 

Twenty-six weeks ended


                                   July 30,            July 31,            July 30,             July 31,
($ in millions)                      2022                2021                2022                 2021
Depreciation and amortization    $         51       $           48       $ 

       105       $           93
$ Change                         $          3                            $          12
% Change                                  6.3 %                                   12.9 %


Depreciation and amortization expense increased by $3 million and $12 million
for the thirteen weeks and twenty-six weeks ended July 30, 2022, respectively,
as compared with the corresponding prior-year periods. Excluding the effect of
foreign currency fluctuations, depreciation and amortization increased by $5
million and $15 million for the thirteen weeks and twenty-six weeks ended July
30, 2022, respectively, as compared with the corresponding prior-year periods.
The increase was primarily related to the acquisitions of WSS and atmos.

Impairment and Other Charges



Transformation consulting charges were $9 million and $10 million for the
thirteen and twenty-six weeks ended July 30, 2022, respectively. Impairment of
long-lived assets and right-of-use assets was $2 million and $5 million for the
thirteen and twenty-six weeks ended July 30, 2022, respectively, and $39 million
for both the thirteen and twenty-six weeks ended July 31, 2021. Acquisition and
integration costs related to WSS and atmos were $1 million and $3 million for
the thirteen and twenty-six weeks ended July 30, 2022, respectively.

                                           Second Quarter 2022 Form 10-Q Page 25

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For the thirteen and twenty-six weeks ended July 31, 2021, we recorded charges
of $4 million in lease-related termination costs, offset by $7 million of
insurance recovery income related to 2020 social unrest losses. For the
twenty-six weeks ended July 31, 2021, we recorded an impairment charge of $2
million related to the underperformance of one of our minority investments, and
a severance charge of $2 million in connection with the reorganization of
certain support functions.

Corporate Expense

                       Thirteen weeks ended             Twenty-six weeks ended
                     July 30,        July 31,         July 30,          July 31,
($ in millions)        2022            2021             2022              2021
Corporate expense    $      33       $      32       $       70        $       61
$ Change             $       1                       $        9


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.

Corporate expense increased by $1 million and $9 million for the thirteen and
twenty-six weeks ended July 30, 2022, respectively, as compared with the
corresponding prior-year periods. Depreciation and amortization included in
corporate expense was $10 million and $9 million for the thirteen weeks ended
July 30, 2022 and July 31, 2021, respectively, and $19 million and $16 million
for the twenty-six weeks ended July 30, 2022 and July 31, 2021, respectively.
These increases were primarily due to higher information technology and support
expenses.

Operating Results

                             Thirteen weeks ended           Twenty-six weeks ended
                          July 30,        July 31,        July 30,         July 31,
($ in millions)             2022            2021            2022             2021
Division profit           $     184      $       332     $       444      $       647
Division profit margin          8.9 %           14.6 %          10.5 %           14.6 %


Division profit margin as a percentage of sales decreased to 8.9% and 10.5% of
sales for the thirteen weeks and twenty-six weeks ended July 30, 2022,
respectively, with both sales channels experiencing declines in gross margin and
deleveraging expenses. WSS and atmos generated division profit of $6 million and
$8 million, respectively for the second quarter, and $19 million and $16 million
for the year-to-date period.

Interest Expense, Net

                                  Thirteen weeks ended        Twenty-six weeks ended
                                July 30,       July 31,      July 30,        July 31,
($ in millions)                   2022           2021          2022            2021
Interest expense                $     (6)      $     (3)    $      (12)      $     (6)
Interest income                         1              1              2              2

Interest (expense) income, net $ (5) $ (2) $ (10)

$ (4)




We recorded $5 million and $10 million of net interest expense for the thirteen
and twenty-six weeks ended July 30, 2022, respectively as compared with net
interest expense of $2 million and $4 million for the corresponding prior-year
periods. Interest expense increased primarily due to the issuance of the 4%

Notes.

                                           Second Quarter 2022 Form 10-Q Page 26

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Other Income / (Expense), Net

                                      Thirteen weeks ended                    Twenty-six weeks ended
                                  July 30,            July 31,          July 30,                   July 31,
($ in millions)                     2022                2021              2022                       2021
Other income / (expense), net   $           9       $        325     $         (13)               $       329


This caption 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 thirteen weeks ended July 30, 2022 reflected a gain of $18 million from the
divestiture of Eastbay Team Sales, $13 million loss related to a decline in the
fair value of our Retailors, Ltd. investment, partially offset by $1 million of
income associated with our other minority investments. The twenty-six weeks
ended July 30, 2022 reflected the gain from the divestiture of $18 million, a
decline in our Retailors, Ltd. investment of $38 million, offset by $1 million
of dividend income, and $1 million of income from our other minority
investments. The prior year amounts included a gain of $290 million representing
the fair value adjustment of our minority investment in GOAT, a gain of $24
million related to our Retailors, Ltd. investment, $4 million insurance recovery
related to the 2020 social unrest, and $2 million of income associated with our
other minority investments. These were all considered our non-GAAP adjustments
in all of the periods presented.

Other income / (expense), net also includes $3 million and $6 million of franchise income for the thirteen and twenty-six weeks ended July 30, 2022, respectively. The year-to-date period also includes a charge of $1 million related to our auction rate security.



Income Taxes

                                 Thirteen weeks ended          Twenty-six weeks ended
                               July 30,        July 31,      July 30,        July 31,
($ in millions)                  2022            2021          2022            2021
Provision for income taxes    $       49      $      157    $      107      $      239
Effective tax rate                  34.5 %          26.8 %        32.1 %          27.4 %

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.

In the second quarter of 2022, we recorded a $5 million charge related to our income tax reserves due to the resolution of a foreign tax settlement.


 Partially offsetting this charge were tax benefits totaling $2 million from
reserves releases due to various statute of limitation lapses. The changes in
tax reserves were not significant for any of the prior-year periods.

During the quarter ended July 30, 2022, we also recorded a tax expense of $6
million in connection with Eastbay Team Sales divestiture, including the effect
of a non-deductible goodwill write-off.

                                           Second Quarter 2022 Form 10-Q Page 27

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During the twenty-six weeks ended July 30, 2022, we recorded $1 million of
expense related to tax deficiencies from share-based compensation, as compared
with excess tax benefits of $1 million and $2 million in the first and second
quarters of the corresponding prior-year periods, respectively.

Excluding the above-mentioned discrete items, the effective tax rates for the
current year periods increased, as compared with the corresponding prior-year
periods, primarily due to the change in the mix of domestic and foreign
earnings.

Our effective 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.

On August 16, 2022, President Biden signed the Inflation Reduction Act ("IRA")
of 2022 into law. The IRA contains a number of revisions to the Internal Revenue
Code, including a 15% corporate minimum tax and a 1% excise tax on corporate
stock repurchases in tax years beginning after December 31, 2022. We do not
currently expect the IRA tax provisions will have a significant effect on our
overall effective tax rate.

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 July 30, 2022, approximately $1,103 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.

                                           Second Quarter 2022 Form 10-Q Page 28

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Operating Activities

                                                          Twenty-six weeks ended
                                                         July 30,         July 31,
($ in millions)                                            2022             2021

Net cash (used in) provided by operating activities $ (102) $

402


$ Change                                               $       (504)


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.

As of July 30, 2022, we have withheld approximately $7 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

                                            Twenty-six weeks ended
                                          July 30,         July 31,
($ in millions)                             2022             2021

Net cash used in investing activities $ (113) $ (159) $ Change

$        46

The change in investing activities primarily reflected higher capital expenditures, partially offset by divestiture of certain assets.

For the twenty-six weeks ended July 30, 2022, capital expenditures increased by $69 million to $156 million, as compared with the corresponding prior-year period. Our full-year capital spending is expected to be $275 million. The forecast includes $191 million related to the remodeling or relocation of approximately 140 existing stores and the opening of approximately 110 new stores, as well as $84 million for the development of information systems, websites, and infrastructure, including supply chain initiatives.

During the twenty-six weeks ended July 30, 2022, we paid an additional $12 million for the WSS and atmos acquisitions upon the satisfaction of certain post-closing conditions.



We have invested $4 million in minority investments during the current year,
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. During the
second quarter of 2022, we sold our position in one of our minority investments
receiving proceeds of $12 million. In the prior-year period, we invested $68
million in a public entity, Retailors Ltd., and $10 million in minority
investments primarily related to LEED.

Also during the second quarter of 2022, we sold our Eastbay Team Sales business receiving proceeds of $47 million and resulting in a gain of $18 million.



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 $3 million related to property and equipment claims from the social
unrest losses in 2020.

                                           Second Quarter 2022 Form 10-Q Page 29

  Table of Contents

Financing Activities

                                            Twenty-six weeks ended
                                           July 30,         July 31,
($ in millions)                              2022             2021

Net cash used in financing activities $ (199) $ (79) $ Change

$      (120)


Cash used in financing activities was driven by our return to shareholders
initiatives, including our share repurchase program and cash dividends, as
follows:

                                     Twenty-six weeks ended
                                    July 30,         July 31,
($ in millions)                       2022             2021
Share repurchases                 $        129       $      41
Dividends paid on common stock              76              42

Total returned to shareholders $ 205 $ 83




During the twenty-six weeks ended July 30, 2022, we repurchased 4,050,000 shares
of common stock for $129 million under our share repurchase programs, whereas in
the prior year we spent $41 million to repurchase shares. We also declared and
paid $76 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.

We paid $1 million to satisfy tax withholding obligations relating to the
vesting of share-based equity awards during the twenty-six  weeks ended July 30,
2022, as compared with $11 million in 2021. Offsetting this amount were proceeds
received in connection with employee stock programs of $6 million in the current
year, as compared with $17 million in the prior-year period.

Additionally, we paid $3 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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