1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 29, 2000 COMMISSION FILE NUMBER 1-10299 VENATOR GROUP, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) <TABLE> <S> <C> NEW YORK 13-3513936 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) </TABLE> 112 WEST 34TH STREET, NEW YORK, NEW YORK 10120 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 720-3700 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: <TABLE> <CAPTION> TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED ------------------- ----------------------------------------- <S> <C> COMMON STOCK, PAR VALUE $.01 NEW YORK STOCK EXCHANGE PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE </TABLE> SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X See pages 11 through 14 for Index of Exhibits. Number of shares of Common Stock outstanding at April 12, 2000: 137,664,702 Aggregate market value of voting stock held by non-affiliates at April 12, 2000: $977,600,638* * For purposes of this calculation only (a) all directors plus one executive officer and owners of five percent or more of the Registrant are deemed to be affiliates of the Registrant and (b) shares deemed to be "held" by such persons at April 12, 2000, include only outstanding shares of the Registrant's voting stock with respect to which such persons had, on such date, voting or investment power. DOCUMENTS INCORPORATED BY REFERENCE 1. The Registrant's Annual Report to Shareholders (the "Annual Report") for the fiscal year ended January 29, 2000: Parts I, II and III. 2. The Registrant's definitive Proxy Statement (the "Proxy Statement") to be filed in connection with the 2000 annual meeting of shareholders: Part III.
2 TABLE OF CONTENTS <TABLE> <CAPTION> PAGE ---- PART I <S> <C> <C> Item 1. Business 1 Item 2. Properties 4 Item 3. Legal Proceedings 4 Item 4. Submission of Matters to a Vote of Security Holders 4 PART II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters 5 Item 6. Selected Financial Data 5 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 5 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 6 Item 8. Consolidated Financial Statements and Supplementary Data 7 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 7 PART III Item 10. Directors and Executive Officers of the Registrant 7 Item 11. Executive Compensation 7 Item 12. Security Ownership of Certain Beneficial Owners and Management 7 Item 13. Certain Relationships and Related Transactions 7 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 8 </TABLE>
3 PART I ITEM 1. BUSINESS GENERAL Venator Group, Inc. (the "Registrant"), incorporated under the laws of the State of New York in 1989, is a leading global retailer operating 4,874 primarily mall-based stores in North America, Europe, Asia and Australia. Since the Registrant's establishment in 1879, the Registrant has evolved from a company with a strong heritage in general merchandise retailing into a specialty retailer, principally of athletic footwear and apparel. The Registrant operates in two business segments, the Global Athletic Group and the Northern Group. The Global Athletic Group operates retail stores, whose formats include Foot Locker, Lady Foot Locker, Kids Foot Locker and Champs Sports, and also includes the Registrant's Footlocker.com subsidiary, which sells directly to customers through its affiliates. The Northern Group consists of four apparel formats: Northern Reflections, Northern Traditions, Northern Getaway and Northern Elements. The remaining businesses included in the "All Other" category were either disposed or held for disposal as of January 29, 2000. The following table indicates the sales and percent of total sales generated by each of the businesses in 1999: <TABLE> <CAPTION> Business Sales Percent of Total Sales -------- ----- ---------------------- ($ in millions) <S> <C> <C> Global Athletic Group: Retail Stores $ 3,705 80% Direct to Customers 195 4 --------- --- 3,900 84 Northern Group 407 9 All Other 340 7 --------- --- Total $ 4,647 100% ========= === </TABLE> The financial information concerning industry segments required by Item 101(b) of Regulation S-K is set forth on page 35 of the Registrant's Annual Report to Shareholders ("Annual Report") for the fiscal year ended January 29, 2000 and is incorporated herein by reference. <TABLE> <CAPTION> AT JANUARY 30, CLOSED/ AT JANUARY 29, STORE PROFILE 1999 OPENED DISPOSED 2000 - ------------- ---- ------ -------- ---- <S> <C> <C> <C> <C> Foot Locker 2,132 67 205 1,994 Lady Foot Locker 694 29 33 690 Kids Foot Locker 369 41 7 403 Foot Locker Outlets -- 80 73 7 Champs Sports 669 11 64 616 Colorado 61 9 70 -- ----- ----- ----- ----- TOTAL GLOBAL ATHLETIC GROUP 3,925 237 452 3,710 ----- ----- ----- ----- Northern Reflections 582 1 12 571 Northern Getaway 194 3 14 183 Northern Elements 102 5 7 100 Northern Traditions 62 7 2 67 ----- ----- ----- ----- TOTAL NORTHERN GROUP 940 16 35 921 ----- ----- ----- ----- Afterthoughts 773 16 789 -- The San Francisco Music Box Company 168 -- 6 162 Weekend Edition 109 -- 109 -- Randy River 67 2 9 60 Food Services 20 3 2 21 ----- ----- ----- ----- TOTAL ALL OTHER 1,137 21 915 243 ----- ----- ----- ----- TOTAL CONTINUING OPERATIONS 6,002 274 1,402 4,874 ----- ----- ----- ----- Specialty Footwear 314 -- 314 -- International General Merchandise 151 -- 151 -- ----- ----- ----- ----- TOTAL DISCONTINUED OPERATIONS 465 -- 465 -- ----- ----- ----- ----- TOTAL 6,467 274 1,867 4,874 ===== ===== ===== ===== </TABLE> The service marks and trademarks appearing on this page and elsewhere in this report (except for Burger King and NFL) are owned by Venator Group, Inc. or its subsidiaries. -1-
4 Global Athletic Group The Global Athletic Group, the Registrant's largest and most profitable business, operates 3,710 stores in North America, Europe, Asia and Australia under the Foot Locker, Lady Foot Locker, Kids Foot Locker, and Champs Sports formats. In addition to retail stores, the Global Athletic Group includes the Registrant's Footlocker.com subsidiary, which sells, through its affiliates, to customers via catalogs and Internet websites. In 1999, the Registrant disposed of the Colorado format in the U.S. and Australia and the Foot Locker Outlets in the U.S. The Registrant believes that its portfolio strategy is unique in the athletic industry, with specialized retail formats and Internet websites targeted specifically to the men's, women's and children's segments of the market, allowing the Registrant to tailor their merchandise and service offerings more effectively to its target customers. The following is a brief description of the Global Athletic Group's key operating businesses: Retail Stores Foot Locker - Foot Locker is a leading global athletic footwear and apparel retailer. Its stores offer the latest in athletic-inspired technical and performance products, manufactured primarily by the leading athletic brands. Foot Locker offers products for a wide variety of activities including running, basketball, hiking, tennis, aerobics, fitness, baseball, football and soccer. Its 1,994 stores are located in 14 countries including 1,507 in the United States and Puerto Rico, 135 in Canada, 289 in Europe, 58 in Australia and 5 in Asia. The domestic stores have an average of 2,300 selling square feet and the international stores have an average of 1,400 selling square feet. Lady Foot Locker - Lady Foot Locker is a leading U.S. retailer of athletic footwear, apparel and accessories for women. Its stores carry all major athletic footwear and apparel brands, as well as casual wear and an assortment of proprietary merchandise designed for a variety of activities, including running, basketball, walking and fitness. Its 690 stores are located in the United States and Puerto Rico and have an average of 1,300 selling square feet. Kids Foot Locker - Kids Foot Locker is a national children's athletic retailer that offers the largest selection of brand-name athletic footwear, apparel and accessories for infants, boys and girls, primarily on an exclusive basis. Its stores feature an entertaining environment geared to both parents and children. Its 403 stores are located in the United States and Puerto Rico and have an average of 1,400 selling square feet. Champs Sports - Champs Sports is, after Foot Locker, the second largest mall-based sporting goods retailer, selling both branded and private label sporting goods. Its product categories include athletic footwear, apparel and accessories, and a focused assortment of equipment. This combination allows Champs Sports to differentiate itself from other mall-based stores by presenting complete product assortments in a select number of sporting activities. Its 616 stores are located throughout the United States and Canada. The Champs Sports stores have an average of 4,000 selling square feet. Direct to Customers Footlocker.com - In 1999, the Registrant changed the name of its eVenator, Inc. subsidiary to Footlocker.com, Inc., which sells, through its affiliates, directly to customers through catalogs and its Internet websites. Eastbay, Inc. ("Eastbay"), one of its affiliates, is one of the largest direct marketers of athletic footwear, apparel, equipment and licensed private-label merchandise in the United States and provides the Registrant's six full-service e-commerce sites access to an integrated fulfillment and distribution system. The Registrant has an agreement in place with the National Football League as its official catalog and e-commerce retailer, which includes managing the NFL catalog and e-commerce businesses. Footlocker.com designs, merchandises and fulfills the NFL's official catalog ("NFL Shop") and the e-commerce site linked to www.NFL.com. -2-
5 Northern Group The Northern Group operates 921 stores in the United States and Canada that offer exclusively private label casual apparel for women (Northern Reflections), children (Northern Getaway), and men (Northern Elements), in addition to women's private label coordinates for dressy, non-formal occasions (Northern Traditions). In 1999, the Registrant disposed of the Northern Getaway and Northern Elements formats in the U.S. The Northern Group's stores have an average of 1,900 selling square feet. All Other The Registrant's remaining businesses are in the "All Other" category, including Afterthoughts, The San Francisco Music Box Company, Weekend Edition, Randy River and Burger King formats. All businesses in this category were either disposed or held for disposal as of January 29, 2000. INFORMATION REGARDING BUSINESS SEGMENTS AND GEOGRAPHIC AREAS For information regarding sales, operating results and identifiable assets of the Registrant by business segment and by geographic area as required by Item 101(d) of Regulation S-K, refer to footnote 7 to the Consolidated Financial Statements on page 35 of the Annual Report. For additional information on format descriptions, refer to Management's Discussion and Analysis of Financial Condition and Results of Operations on pages 21 and 22 of the Annual Report, which is incorporated herein by reference. EMPLOYEES The Registrant and its consolidated subsidiaries had 15,968 full-time and 31,067 part-time employees at January 29, 2000. The Registrant considers employee relations to be satisfactory. SEASONALITY The Registrant's retail businesses are seasonal in nature. Historically, the greatest proportion of sales and net income is generated in the fourth quarter and the lowest proportions of sales and net income are generated in the first and second quarters, reflecting seasonal buying patterns. As a result of these seasonal sales patterns, inventory generally increases in the third quarter in anticipation of increased fourth quarter sales. COMPETITION The retailing business is highly competitive. Competition is based upon such factors as price, quality, selection of merchandise, reputation, store location, advertising and customer service. MERCHANDISE PURCHASES The Registrant and its consolidated subsidiaries purchase merchandise and supplies from thousands of vendors worldwide. The Registrant purchased approximately 54 percent of its 1999 merchandise from one major vendor. The Registrant considers vendor relations to be satisfactory and maintains a minimal amount of backlog orders in its retailing operations. The Registrant's policy is to maintain sufficient quantities of inventory on hand in its retail stores and distribution centers so that it can offer customers a full selection of current merchandise. The Registrant emphasizes turnover and takes markdowns where required to keep merchandise fresh and current with trends. -3-
6 ITEM 2. PROPERTIES The properties of the Registrant and its consolidated subsidiaries consist of land, leased and owned stores, factories and administrative and distribution facilities. Total selling area at the end of the year was approximately 10.13 million square feet, of which approximately 8.15 million square feet pertained to the Global Athletic Group segment and approximately 1.73 million square feet to the Northern Group segment. These properties are primarily located in the United States, Canada and Europe. During the year, the Registrant operated six distribution centers, of which two were owned and four were leased, occupying an aggregate of 2.53 million square feet. The Registrant expects to operate four distribution centers in 2000 to service its ongoing operations, two of which are located in the United States, and one in both Canada and Europe. Each of the distribution centers serves major regions. The Registrant also has two additional distribution centers that were leased and sublet, occupying 0.6 million square feet. Refer to footnote 11 on page 36 of the Annual Report for additional information regarding the Registrant's and its consolidated subsidiaries' properties. ITEM 3. LEGAL PROCEEDINGS The only legal proceedings pending against the Registrant or its consolidated subsidiaries consist of ordinary, routine litigation, including administrative proceedings, incident to the businesses of the Registrant, as well as litigation incident to the sale and disposition of businesses that have occurred in the past several years. Management does not believe that the outcome of such proceedings will have a material effect on the Registrant's consolidated financial position, liquidity, or results of operations. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted to a vote of security holders during the fourth quarter of the year ended January 29, 2000. EXECUTIVE OFFICERS OF THE REGISTRANT Information with respect to Executive Officers of the Registrant, as of April 12, 2000, is set forth below: <TABLE> <S> <C> Chairman of the Board and Chief Executive Officer Dale W. Hilpert President and Chief Operating Officer and Director Matthew D. Serra Senior Vice President, General Counsel and Secretary Gary M. Bahler Senior Vice President--Real Estate Jeffrey L. Berk Senior Vice President and Chief Information Officer Samuel R. Gaston Senior Vice President--Human Resources Dennis M. Lee Senior Vice President and Chief Financial Officer Bruce L. Hartman Vice President and Treasurer John H. Cannon Vice President and Chief Accounting Officer Robert W. McHugh </TABLE> Dale W. Hilpert, age 57, has served as Chairman of the Board since April 12, 2000 and as Chief Executive Officer since August 16, 1999. Mr. Hilpert served as President and Chief Operating Officer from May 1995 to August 1999. He previously served as Chairman and Chief Executive Officer of Payless ShoeSource, a division of the May Department Stores Company from January 1985 to April 1995. Matthew D. Serra, age 55, has served as President since April 12, 2000 and as Chief Operating Officer since February 2000. He served as President of Foot Locker Worldwide from September 1998 to February 2000. He previously served as Chairman and Chief Executive Officer of Sterns, a division of Federated Department Stores, Inc., from March 1993 to September 1998. -4-
7 Gary M. Bahler, age 48, has served as Senior Vice President since August 1998, General Counsel since February 1993 and Secretary since February 1990. He served as Vice President from February 1993 to August 1998. Jeffrey L. Berk, age 44, has served as Senior Vice President-Real Estate since February 2000 and President of Venator Group Realty, North America from January 1997 to February 2000. He previously served as Vice President-Real Estate for Barnes & Noble, Inc. since 1994. Samuel R. Gaston, age 58, has served as Senior Vice President and Chief Information Officer since November 1998. Mr. Gaston served as Executive Vice President and Chief Financial Officer of Fabric-Centers of America, Inc., a retail fabric chain, from August 1996 to October 1997. He previously served as Executive Vice President and Chief Financial Officer of the Woman's Apparel Group of The Limited, Inc. Dennis M. Lee, age 50, has served as Senior Vice President-Human Resources since July 1999. He previously served as Executive Vice President-Human Resources and Merchandise Distribution and Replenishment of Caldor Corp. ("Caldor"), a retail company, from October 1995 to January 1999. He also served as Senior Vice President-Human Resources of Caldor from 1988 to 1995. Bruce L. Hartman, age 46, has served as Senior Vice President and Chief Financial Officer since February 1999. Mr. Hartman served as Vice President-Corporate Shared Services from September 1998 to February 1999 and as Vice President and Controller from November 1996 to September 1998. He served as the Chief Financial Officer of various divisions of the May Department Stores Company from March 1993 to October 1996. John H. Cannon, age 58, has served as Vice President and Treasurer since October 1983. Robert W. McHugh, age 41, has served as Vice President and Chief Accounting Officer since January 2000 and Vice President-Taxation from November 1997 to January 2000. He previously served as a partner at KPMG LLP from July 1990 to October 1997. There are no family relationships among the executive officers or directors of the Registrant. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Information related to the market for the Registrant's common stock on pages 42 to 44 of the Annual Report under the sections captioned "Shareholder Rights Plan," "Stock Plans," "Restricted Stock" and "Shareholder Information and Market Prices (Unaudited)" is incorporated herein by reference. ITEM 6. SELECTED FINANCIAL DATA The Five Year Summary of Selected Financial Data on page 45 of the Annual Report is incorporated herein by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's Discussion and Analysis of Financial Condition and Results of Operations on pages 18 through 24 of the Annual Report is incorporated herein by reference. -5-
8 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Derivatives Derivative financial instruments are used by the Registrant to manage its market risk exposure to interest rates and foreign currency exchange rate fluctuations. The Registrant, as a matter of policy, does not hold derivative financial instruments for trading or speculative purposes. Interest Rates The Registrant's major exposure to market risk is changes in interest rates, primarily in the U.S. There is no cash flow exposure to rate changes for long-term debt obligations, which are fixed rate liabilities, denominated in U.S. dollars. Short-term debt obligations reflect variable interest rate borrowings under the Registrant's revolving credit agreement. Interest rate swaps have been utilized by the Registrant to minimize its exposure to interest rate fluctuations. There were no swap agreements in effect at January 29, 2000 or January 30, 1999. The table below presents the fair value of principal cash flows and related weighted-average interest rates by maturity dates of the Registrant's debt obligations. <TABLE> <CAPTION> JANUARY 30, (IN MILLIONS) 2000 2001 2002 2003 2004 THEREAFTER TOTAL 1999 ------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> <C> <C> <C> Short-term debt $ 71 - - - - - $ 71 $ 250 Variable rate Weighted-average interest rate 8.36% Long-term debt $ 100 47 36 - - 128 $ 311 $ 454 Fixed rate Weighted-average interest rate 7.94% 8.09% 8.31% 8.50% 8.50% 8.50% </TABLE> Foreign Currency Exchange Rates The Registrant's international operations purchase significant levels of inventory primarily in U.S. dollars. In order to minimize the impact of foreign currency fluctuations on its results of operations, the Registrant hedges these purchases through forward foreign currency exchange contracts. The Registrant also enters into forward contracts to reduce its exposure to currency fluctuations on intercompany transactions. All instruments mature within twelve months. Foreign currency exchange gains and losses did not have a material impact on the Registrant's results of operations in 1999. The table below presents the notional amounts and weighted-average exchange rates of foreign exchange forward contracts outstanding at January 29, 2000. <TABLE> <CAPTION> CONTRACT VALUE WEIGHTED-AVERAGE (US IN MILLIONS) EXCHANGE RATE INVENTORY <S> <C> <C> Receive $US/ Pay $Australian $ 10 0.6692 Receive $US/ Pay euro 10 0.9973 Receive $Canadian/Pay $US 48 0.6826 ---- $ 68 ==== INTERCOMPANY Receive $US/Pay $Canadian $ 17 0.6859 Receive $Canadian/Pay $US 8 0.6906 Receive German mark /Pay $US 18 0.5595 Receive $US/Pay British pound 10 1.6389 Receive $US/Pay Netherlands guilder 7 0.4595 Receive $Taiwanese/Pay $US 5 0.0328 Receive $US/Pay euro 2 1.0355 ---- $ 67 ==== </TABLE> -6-
9 ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA a) Consolidated Financial Statements The following, included in the Annual Report, are incorporated herein by reference: <TABLE> <CAPTION> Page (s) in Annual Report ------------- <S> <C> Independent Auditors' Report 25 Consolidated Statements of Operations - Years ended January 29, 2000, January 30, 1999 and January 31, 1998 26 Consolidated Statements of Comprehensive Income (Loss) - Years ended January 29, 2000, January 30, 1999 and January 31, 1998 26 Consolidated Balance Sheets - As of January 29, 2000 and January 30, 1999 27 Consolidated Statements of Shareholders' Equity - Years ended January 29, 2000, January 30, 1999 and January 31, 1998 28 Consolidated Statements of Cash Flows - Years ended January 29, 2000, January 30, 1999 and January 31, 1998 29 Notes to Consolidated Financial Statements 30-44 </TABLE> b) Supplementary Data Quarterly Results on page 44 of the Annual Report is incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There were no disagreements between the Registrant and its independent accountants on matters of accounting principles or practices. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (a) Directors of the Registrant Information relative to directors of the Registrant is set forth under the section captioned "Election of Directors" in the Proxy Statement and is incorporated herein by reference. (b) Executive Officers of the Registrant Information with respect to executive officers of the Registrant is set forth immediately following Item 4 in Part I hereof on pages 4 and 5. (c) Information with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 is set forth under the section captioned "Section 16(a) Beneficial Ownership Reporting Compliance" in the Proxy Statement and is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION Information set forth in the Proxy Statement, beginning with the section captioned "Directors Compensation and Benefits" through and including the section captioned "Compensation Committee Interlocks and Insider Participation" is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Information set forth in the Proxy Statement, under the section captioned "Beneficial Ownership of the Company's Stock" is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information set forth in the Proxy Statement, under the section captioned "Transactions with Management and Others" is incorporated herein by reference. -7-
10 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a)(1) Financial Statements The list of financial statements required by this item is set forth in Item 8 "Consolidated Financial Statements and Supplementary Data" in this Annual Report on Form 10-K and is incorporated herein by reference. (a)(3) and (c) Exhibits An index of the exhibits which are required by this item and which are included or incorporated herein by reference in this report appears on pages 11 through 14. Those exhibits, which are included in this Annual Report on Form 10-K, immediately follow the index. (b) Reports on Form 8-K The Registrant filed a report on Form 8-K dated November 18,1999 (date of earliest event reported) reporting sales and earnings for the third quarter ended October 30, 1999. -8-
11 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VENATOR GROUP, INC. By: /s/ DALE W. HILPERT -------------------- Dale W. Hilpert Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on April 12, 2000, by the following persons on behalf of the Registrant and in the capacities indicated. /s/ DALE W. HILPERT /s/ BRUCE L. HARTMAN -------------------- --------------------- Dale W. Hilpert Bruce L. Hartman Chairman of the Board and Senior Vice President and Chief Executive Officer Chief Financial Officer /s/ MATTHEW D. SERRA /s/ ROBERT W. MCHUGH --------------------- --------------------- Matthew D. Serra Robert W. McHugh President and Vice President and Chief Operating Officer Chief Accounting Officer -9-
12 /s/ J. CARTER BACOT /s/ MARGARET P. MACKIMM -------------------- ------------------------ J. Carter Bacot Margaret P. MacKimm Director Director /s/ PURDY CRAWFORD /s/ JOHN J. MACKOWSKI -------------------- ------------------------ Purdy Crawford John J. Mackowski Director Director /s/ PHILIP H. GEIER JR. /s/ JAMES E. PRESTON -------------------- ------------------------ Philip H. Geier Jr. James E. Preston Director Director /s/ JAROBIN GILBERT JR. /s/ CHRISTOPHER A. SINCLAIR -------------------- ------------------------ Jarobin Gilbert Jr. Christopher A. Sinclair Director Director /s/ ALLAN Z. LOREN -------------------- Allan Z. Loren Director -10-
13 VENATOR GROUP, INC INDEX OF EXHIBITS REQUIRED BY ITEM 14 OF FORM 10-K AND FURNISHED IN ACCORDANCE WITH ITEM 601 OF REGULATION S-K EXHIBIT NO. IN ITEM 601 OF REGULATION S-K DESCRIPTION - -------------- ----------- 1 * 2 * 3(i)(a) Certificate of Incorporation of the Registrant, as filed by the Department of State of the State of New York on April 7, 1989 (incorporated herein by reference to Exhibit 3(i)(a) to the Quarterly Report on Form 10-Q for the quarterly period ended July 26, 1997, filed by the Registrant with the SEC on September 4, 1997 (the "July 26, 1997 Form 10-Q")). 3(i)(b) Certificates of Amendment of the Certificate of Incorporation of the Registrant, as filed by the Department of State of the State of New York on (a) July 20, 1989, (b) July 24, 1990, (c) July 9, 1997 (incorporated herein by reference to Exhibit 3(i)(b) to the July 26, 1997 Form 10-Q) and (d) June 11, 1998 (incorporated herein by reference to Exhibit 4.2(a) of the Registration Statement on Form S-8 (Registration No. 333-62425) previously filed with the SEC). 3(ii) By-laws of the Registrant, as amended (incorporated herein by reference to Exhibit 4.2 of the Registration Statement on Form S-8 (Registration No. 333-62425) previously filed with the SEC). 4.1 The rights of holders of the Registrant's equity securities are defined in the Registrant's Certificate of Incorporation, as amended (incorporated herein by reference to (a) Exhibits 3(i)(a) and 3(i)(b) to the July 26, 1997 Form 10-Q and Exhibit 4.2(a) to the Registration Statement on Form S-8 (Registration No. 333-62425) previously filed with the SEC). 4.2 Rights Agreement dated as of March 11, 1998, between Venator Group, Inc. and First Chicago Trust Company of New York, as Rights Agent (incorporated herein by reference to Exhibit 4 to the Form 8-K dated March 11, 1998). 4.2(a) Amendment No. 1 to the Rights Agreement, dated as of May 28, 1999 (incorporated herein by reference to Exhibit 4.2(a) to the Quarterly Report on Form 10-Q for the quarterly period ended May 1, 1999, filed by the Registrant with the SEC on June 4, 1999). 4.3 Indenture dated as of October 10, 1991 (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-3 (Registration No. 33-43334) previously filed with the SEC). 4.4 Forms of Medium-Term Notes (Fixed Rate and Floating Rate) (incorporated herein by reference to Exhibits 4.4 and 4.5 to the Registration Statement on Form S-3 (Registration No. 33-43334) previously filed with the SEC). 4.5 Form of 8 1/2% Debentures due 2022 (incorporated herein by reference to Exhibit 4 to the Registrant's Form 8-K dated January 16, 1992). 4.6 Purchase Agreement dated June 1, 1995 and Form of 7% Notes due 2000 (incorporated herein by reference to Exhibits 1 and 4, respectively, to the Registrant's Form 8-K dated June 7, 1995). -11-
14 EXHIBIT NO. IN ITEM 601 OF REGULATION S-K DESCRIPTION -------------- ----------- 4.7 Distribution Agreement dated July 13, 1995 and Forms of Fixed Rate and Floating Rate Notes (incorporated herein by reference to Exhibits 1, 4.1 and 4.2, respectively, to the Registrant's Form 8-K dated July 13, 1995). 5 * 8 * 9 * 10.1 1986 Venator Group Stock Option Plan (incorporated herein by reference to Exhibit 10(b) to the Registrant's Annual Report on Form 10-K for the year ended January 28, 1995, filed by the Registrant with the SEC on April 24, 1995 (the "1994 10-K")). 10.2 Amendment to the 1986 Venator Group Stock Option Plan (incorporated herein by reference to Exhibit 10(a) to the Registrant's Annual Report on Form 10-K for the year ended January 27, 1996, filed by the Registrant on April 26, 1996 (the "1995 10-K")). 10.3 Venator Group 1995 Stock Option and Award Plan (incorporated herein by reference to Exhibit 10(p) to the 1994 10-K). 10.4 Venator Group 1998 Stock Option and Award Plan (incorporated herein by reference to Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the year ended January 31, 1998 (the "1997 10-K"). 10.5 Executive Supplemental Retirement Plan (incorporated herein by reference to Exhibit 10(d) to the Registration Statement on Form 8-B filed by the Registrant with the SEC on August 7, 1989 (Registration No. 1-10299) (the "8-B Registration Statement")). 10.6 Amendments to the Executive Supplemental Retirement Plan (incorporated herein by reference to Exhibit 10(c)(i) to the 1994 10-K). 10.7 Amendment to the Executive Supplemental Retirement Plan (incorporated herein by reference to Exhibit 10(d)(ii) to the 1995 10-K). 10.8 Supplemental Executive Retirement Plan (incorporated herein by reference to Exhibit 10(e) to the 1995 10-K). 10.9 Long-Term Incentive Compensation Plan, as amended and restated (incorporated herein by reference to Exhibit 10(f) to the 1995 10-K). 10.10 Annual Incentive Compensation Plan, as amended and restated (incorporated herein by reference to Exhibit 10(g) to the 1995 10-K). 10.11 Form of indemnification agreement, as amended (incorporated herein by reference to Exhibit 10(g) to the 8-B Registration Statement). 10.12 Venator Group Voluntary Deferred Compensation Plan (incorporated herein by reference to Exhibit 10(i) to the 1995 10-K). -12-
15 EXHIBIT NO. IN ITEM 601 OF REGULATION S-K DESCRIPTION - -------------- ----------- 10.13 Trust Agreement dated as of November 12, 1987, between F.W. Woolworth Co. and The Bank of New York, as amended and assumed by the Registrant (incorporated herein by reference to Exhibit 10(j) to the 8-B Registration Statement). 10.14 Venator Group Directors' Retirement Plan, as amended (incorporated herein by reference to Exhibit 10(k) to the 8-B Registration Statement). 10.15 Amendments to the Venator Group Directors' Retirement Plan (incorporated herein by reference to Exhibit 10(c) to the Registrant's Quarterly Report on Form 10-Q for the period ended October 28, 1995, filed with the SEC on December 11, 1995 (the "October 28, 1995 10-Q")). 10.16 Employment Agreement with Roger N. Farah dated as of August 16, 1999 (incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended October 30, 1999, filed with the SEC on December 14, 1999 (the "October 30, 1999 10-Q")). 10.17 Restricted Stock Agreement with Roger N. Farah dated as of January 9, 1995 (incorporated herein by reference to Exhibit 10(m) to the 1994 10-K). 10.18 Restricted Stock Agreement with Roger N. Farah dated as of April 26, 1999 (incorporated herein by reference to Exhibit 10.17(a) to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 30, 1999, filed with the SEC on April 30, 1999 (the "1998 10-K")). 10.19 Employment Agreement with Dale W. Hilpert dated as of August 16, 1999 (incorporated herein by reference to Exhibit 10.2 to the October 30, 1999 10-Q). 10.20 Agreement with M. Jeffrey Branman dated February 11, 2000. 10.21 Agreement with John E. DeWolf III dated February 10, 2000. 10.22 Venator Group Executive Severance Pay Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended October 31, 1998 (the "October 31, 1998 10-Q"). 10.23 Form of Senior Executive Employment Agreement. 10.24 Form of Executive Employment Agreement. 10.25 Venator Group, Inc. Directors' Stock Plan (incorporated herein by reference to Exhibit 10(b) to the Registrant's October 28, 1995 10-Q). 10.26 Venator Group, Inc. Excess Cash Balance Plan (incorporated herein by reference to Exhibit 10(c) to the 1995 10-K). 10.27 Agreement with S. Ronald Gaston dated November 10, 1998 (incorporated herein by reference to Exhibit 10.5 to the October 31, 1998 10-Q). 10.28 Form of Restricted Stock Agreement (incorporated herein by reference to Exhibit 10.30 to the 1998 10-K). 10.29 Amendment No. 3 dated as of March 19, 1999 to the Credit Agreement dated as of April 9, 1997 (incorporated herein by reference to Exhibit 10.31 to the 1998 10-K). -13-
16 EXHIBIT NO. IN ITEM 601 OF REGULATION S-K DESCRIPTION - -------------- ----------- 10.30 Amendment No. 4 dated as of March 19, 1999 to the Credit Agreement dated as of April 9, 1997 (incorporated herein by reference to Exhibit 10.32 to the 1998 10-K). 10.31 Amended and Restated Credit Agreement dated as of April 9, 1997 and amended and restated as of March 19, 1999 (incorporated herein by reference to Exhibit 10.33 to the 1998 10-K). 10.32 Second Amended and Restated Credit Agreement dated as of April 9, 1997 and amended and restated as of March 19, 1999 (incorporated herein by reference to Exhibit 10.34 to the 1998 10-K). 10.33 Letter of Credit Agreement dated as of March 19, 1999 (incorporated herein by reference to Exhibit 10.35 to the 1998 10-K). 10.34 Form of Notice of Non-renewal of Severance Agreements. 10.35 Special Real Estate Bonus Program. 11 * 12 Computation of Ratio of Earnings to Fixed Charges. 13 1999 Annual Report to Shareholders. 15 * 16 * 17 * 18 Letter on change in accounting principle. 19 * 20 * 21 Subsidiaries of the Registrant. 22 * 23 Consent of Independent Auditors. 24 * 25 * 26 * 27 Financial Data Schedule, which is submitted electronically to the SEC for information only and not filed. 99 * * Not applicable -14-
17 Exhibits filed with Form 10-K: Exhibits No. - ------------ 10.20 Agreement with M. Jeffrey Branman dated February 11, 2000. 10.21 Agreement with John E. DeWolf dated February 10, 2000. 10.23 Form of Senior Executive Employment Agreement. 10.24 Form of Executive Employment Agreement. 10.34 Form of Notice of Non-renewal of Severance Agreements. 10.35 Special Real Estate Bonus Program. 12 Computation of Ratio of Earnings to Fixed Charges. 13 1999 Annual Report to Shareholders. 18 Letter on change in accounting principle. 21 Subsidiaries of the Registrant. 23 Consent of Independent Auditors. 27 1999 Financial Data Schedule.