The F. W. Woolworth Company (often referred to as Woolworth's or simply Woolworth) was a retail company and one of the pioneers of the five-and-dime store. It was among the most successful American and international five-and-dime businesses, setting trends and creating the modern retail model that stores follow worldwide today.

The first Woolworth store was opened by Frank Winfield Woolworth on February 22, 1879, as "Woolworth's Great Five Cent Store" in Utica, New York. Though it initially appeared to be successful, the store soon failed. When Woolworth searched for a new location, a friend suggested Lancaster, Pennsylvania. Using the sign from the Utica store, Woolworth opened his first successful "Woolworth's Great Five Cent Store" on July 18, 1879, in Lancaster. He brought his brother, Charles Sumner Woolworth, into the business.

The two Woolworth brothers pioneered and developed merchandising, direct purchasing, sales, and customer service practices commonly used today. Despite its growing to be one of the largest retail chains in the world through most of the 20th century, increased competition led to its decline beginning in the 1980s, while its sporting goods division grew. The chain went out of business in July 1997, when the company decided to focus primarily on sporting goods and renamed itself Venator Group. By 2001, the company focused exclusively on the sporting goods market, changing its name to the current Foot Locker, Inc., changing its ticker symbol from its familiar Z in 2003 to its present ticker (NYSE: FL).

Retail chains using the Woolworth name survived in Austria, Germany, Mexico and the United Kingdom as of early 2009. The similarly named Woolworths supermarkets in Australia and New Zealand are operated by Australia's largest retail company, Woolworths Group, a separate company with no historical links to the F. W. Woolworth Company or Foot Locker, Inc. However, Woolworths Limited did take their name from the original company, as it had not been registered or trademarked in Australia at the time. Similarly, in South Africa, Woolworths Holdings Limited operates a Marks & Spencer-like store and uses the Woolworth name, but has never had any connection with the American company. The property development company Woolworth Group in Cyprus began life as an offshoot of the British Woolworth's company, originally operating Woolworth's department stores in Cyprus. In 2003, these stores were rebranded Debenhams, but the commercial property arm of the business retained the Woolworth's name.

Utica ( (listen)) is a city in the Mohawk Valley and the county seat of Oneida County, New York, United States. The tenth-most-populous city in New York State, its population was 65,283 in the 2020 U.S. Census. Located on the Mohawk River at the foot of the Adirondack Mountains, it is approximately 95 miles (153 kilometers) west-northwest of Albany, 55 mi (89 km) east of Syracuse and 240 mi (386 km) northwest of New York City. Utica and the nearby city of Rome anchor the Utica–Rome Metropolitan Statistical Area comprising all of Oneida and Herkimer Counties.

Formerly a river settlement inhabited by the Mohawk Nation of the Iroquois Confederacy, Utica attracted European-American settlers from New England during and after the American Revolution. In the 19th century, immigrants strengthened its position as a layover city between Albany and Syracuse on the Erie and Chenango Canals and the New York Central Railroad. During the 19th and 20th centuries, the city's infrastructure contributed to its success as a manufacturing center and defined its role as a worldwide hub for the textile industry. Utica's 20th-century political corruption and organized crime gave it the nickname "Sin City."Like other Rust Belt cities, Utica underwent an economic downturn beginning in the mid-20th century. The downturn consisted of industrial decline due to offshoring and the closure of textile mills, population loss caused by the relocation of jobs and businesses to suburbs and to Syracuse, and poverty associated with socioeconomic stress and a depressed tax base. With its low cost of living, the city has become a melting pot for refugees from war-torn countries around the world, encouraging growth for its colleges and universities, cultural institutions and economy.