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TABLE OF CONTENTS

 

​	​	​	Page
PART I	FINANCIAL INFORMATION		1
​	Item 1.	Financial Statements (Unaudited)	1
​	​	Condensed Consolidated Balance Sheets (Unaudited)	1
​	​	Condensed Consolidated Statements of Operations (Unaudited)	2
​	​	Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited)	3
​	​	Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)	4
​	​	Condensed Consolidated Statements of Cash Flows (Unaudited)	5
​	​	Notes to the Unaudited Condensed Consolidated Financial Statements (Unaudited)	6
​	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
​	Item 4.	Controls and Procedures	28
​	​	​	​
PART II	OTHER INFORMATION		28
​	Item 1.	Legal Proceedings	28
​	Item 1A.	Risk Factors	28
​	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
	Item 3.	Defaults Upon Senior Securities	29
	Item 4.	Mine Safety Disclosures	30
	Item 5.	Other Information	30
​	Item 6.	Exhibits	31
​	​	​	​
SIGNATURE			32

 ​

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 ​

This Quarterly Report on Form 10-Q includes "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as "believes," "expects," "anticipates," "estimates," "intends," "plans," "seeks," "continues," "feels," "forecasts," or words of similar meaning, or future or conditional verbs, such as "will," "should," "could," "may," "aims," "intends," or "projects." Statements may be forward looking even in the absence of these particular words.

 

Examples of forward-looking statements include, but are not limited to, statements regarding our financial position, the expected timing of the completion of the proposed transaction with DICK'S Sporting Goods, Inc. ("DICK'S"), business strategy and other plans and objectives for our future operations, and generation of free cash flow. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. The forward-looking statements contained herein are largely based on our expectations for the future, which reflect certain estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions, operating trends, and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. As such, management's assumptions about future events may prove to be inaccurate.

 

We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events, changes in circumstances, or otherwise. These cautionary statements qualify all forward-looking statements attributable to us, or persons acting on our behalf. Management cautions you that the forward-looking statements contained herein are not guarantees of future performance, and we cannot assure you that such statements will be realized or that the events and circumstances they describe will occur. Factors that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements herein include, but are not limited to, the occurrence of any event, change or other circumstance that could give rise to the right of us or DICK'S to terminate the Agreement and Plan of Merger by and among us, DICK'S and a wholly owned subsidiary of DICK'S ("Merger Sub") pursuant to which, among other things, Merger Sub would be merged with and into us (the "Transaction"); the outcome of any legal proceedings that may be instituted against us, including with respect to the Transaction; the possibility that the Transaction does not close when expected or at all because conditions to closing are not satisfied on a timely basis or at all; reputational risk and potential adverse reactions of our customers, employees or other business partners; the diversion of our management's attention and time from ongoing business operations and opportunities due to the Transaction; a change in the relationship with any of our key suppliers, including access to premium products, volume discounts, cooperative advertising, markdown allowances, or the ability to cancel orders or return excess or unneeded merchandise; inventory management; our ability to fund our planned capital investments; execution of the Company's long-term strategic plan; a recession, volatility in the financial markets, and other global economic factors, including inflation; capital and resource allocation among our strategic opportunities; our ability to integrate the operations acquisitions; business opportunities and expansion; investments; expenses; dividends; share repurchases; cash management; liquidity; cash flow from operations; access to credit markets at competitive terms; instability in the financial markets; borrowing capacity under our credit facility; cash repatriation; supply chain issues; labor shortages and wage pressures; consumer spending levels and expectations; licensed store arrangements; the effect of certain governmental assistance programs; the success of our marketing and sponsorship arrangements; expectations regarding increasing global taxes and tariffs; the effect of increased government regulation, compliance, and changes in law; the effect of the adverse outcome of any material litigation or government investigation that affects us or our industry generally; the effects of weather; ESG risks; increased competition; geopolitical events; the financial effects of accounting regulations and critical accounting policies; counterparty credit risks; and any other factors set forth in the section entitled "Risk Factors" of our most recent Annual Report on Form 10-K.

 

All written and oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. You should not place undue reliance on forward-looking statements, which speak to our views only as of the date of this filing. Additional risks and uncertainties that we do not presently know about or that we currently consider to be insignificant may also affect our business operations and financial performance.

 

Please refer to "Item 1A. Risk Factors" of our most recent Annual Report on Form 10-K, as well as the updates provided in "Item 1A. Risk Factors" of this Form 10-Q, for a discussion of certain risks relating to our business and any investment in our securities. Given these risks and uncertainties, you should not rely on forward-looking statements as predictions of actual results. Any or all of the forward-looking statements contained in this report, or any other public statement made by us, including by our management, may turn out to be incorrect. We are including this cautionary note to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for forward-looking statements. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

 ​

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

*

The balance sheet at February 1, 2025 has been derived from the previously reported audited consolidated financial statements at that date, but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in Foot Locker, Inc.’s Annual Report on Form 10-K for the year ended February 1, 2025.

 

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements. ​

 

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

 

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited)

 

 

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

 

 

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

 

 

 

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

 

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

 ​

 

 

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ​

1. Summary of Significant Accounting Policies

 

Business

 

Foot Locker, Inc., together with its consolidated subsidiaries ("Foot Locker," "Company," "we," "our," and "us"), is a leading footwear and apparel retailer. We have integrated all available shopping channels, including stores, websites, apps, and social channels. Store sales are primarily fulfilled from the store’s inventory, but may also be shipped from any of our distribution centers or from a different store location if an item is not available at the original store. Direct-to-customer orders are generally shipped to our customers through our distribution centers but may also be shipped from any store or a combination of our distribution centers and stores depending on availability of particular items. We operate in North America, Europe, and Asia Pacific, representing our operating segments. We aggregate these operating segments into one reportable segment based upon their shared customer base and similar economic characteristics.

 

Basis of Presentation

 

The accompanying interim Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. 

 

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Notes to Consolidated Financial Statements contained in our 2024 Annual Report on Form 10-K. There were no significant changes to the policies disclosed in Note 1, Summary of Significant Accounting Policies of our 2024 Annual Report on Form 10-K.

 

Use of Estimates

 

The preparation of financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying Unaudited Condensed Consolidated Financial Statements and these Notes and related disclosures. Actual results may differ from those estimates. The results of operations for any interim period are not necessarily indicative of the results expected for the year. Significant estimates in the accompanying financial statements include valuation of goodwill and other intangible assets, estimates of loss contingencies, estimates of the valuation of lease liabilities and the related right of use assets, and the valuation allowance on deferred tax assets.

 

Recent Accounting Pronouncements

 

Other than the pronouncements disclosed in our 2024 Annual Report on Form 10-K, no other recently issued accounting pronouncements did not, or are not believed by management to, have a material effect on our present or future consolidated financial statements.

2. Revenue

 

The table below presents sales disaggregated by sales channel. Sales are attributable to the channel in which the sales transaction is initiated. Other revenue includes licensing revenue earned from our various licensees and other arrangements.

 

​		Thirteen weeks ended								Twenty-six weeks ended
​		August 2,				August 3,				August 2,				August 3,
($ in millions)		2025				2024				2025				2024
Sales by Channel
Stores		$	1,517			$	1,594			$	2,972			$	3,148
Direct-to-customers			334				302				667				622
Total sales			1,851				1,896				3,639				3,770
Other revenue			6				4				12				9
Total revenue		$	1,857			$	1,900			$	3,651			$	3,779

 

Second Quarter 2025 Form 10-Q Page 6

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

2. Revenue (continued)

 

Revenue is attributed to the country in which the transaction is fulfilled, and revenue by geographic area is presented in the following table.

 

​		Thirteen weeks ended								Twenty-six weeks ended
​		August 2,				August 3,				August 2,				August 3,
($ in millions)		2025				2024				2025				2024
Revenue by Geography
United States		$	1,247			$	1,225			$	2,497			$	2,497
International			610				675				1,154				1,282
Total revenue		$	1,857			$	1,900			$	3,651			$	3,779

 

Sales by banner and operating segment are presented in the following table.

 

​		Thirteen weeks ended								Twenty-six weeks ended
​		August 2,				August 3,				August 2,				August 3,
($ in millions)		2025				2024				2025				2024
Foot Locker		$	764			$	754			$	1,499			$	1,513
Champs Sports			269				268				530				535
Kids Foot Locker			165				154				348				337
WSS			147				155				307				315
Other			1				1				1				1
North America			1,346				1,332				2,685				2,701
EMEA (1)			401				445				747				839
Foot Locker			67				87				133				159
atmos			37				32				74				71
Asia Pacific			104				119				207				230
Total sales		$	1,851			$	1,896			$	3,639			$	3,770

 

(1)	Includes sales from 6 and 8 Kids Foot Locker stores operating in Europe for  August 2, 2025 and August 3, 2024, respectively.

 

Contract Liabilities

 

We sell gift cards which do not have expiration dates. Revenue from gift card sales is recorded when the gift cards are redeemed by customers. Breakage income is recognized as revenue in proportion to the pattern of rights exercised by the customer. The table below presents the activity of our gift card liability balance.

 

​		August 2,				August 3,
($ in millions)		2025				2024
Gift card liability at beginning of year		$	28			$	29
Redemptions			(98	)			(80	)
Breakage recognized in sales			(5	)			(2	)
Activations			99				76
Foreign currency fluctuations			1				—
Gift card liability		$	25			$	23

 

We elected not to disclose the information about remaining performance obligations since the amount of gift cards redeemed after 12 months is not significant.

 

Second Quarter 2025 Form 10-Q Page 7

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3. Segment Information

 

Foot Locker, Inc. operates one reportable segment. Our chief operating decision maker, the CEO, evaluates performance and allocates resources based on the operating segments’ division profit, our key performance indicator. Division profit reflects (loss) income before income taxes, impairment and other, corporate expense, interest expense, net and other (expense) income, net. The CEO is also provided with sales, cost of merchandise, division gross margin, and other division expenses. The significant expenses below may not align with similar GAAP measures as they may be calculated using internal presentation methods (such as expense classification). As such, these disclosures may not equal other references to the comparable figures within this filing and may not be comparable to how other retailers classify expenses.

 

The following table summarizes our results:

 

​		Thirteen weeks ended								Twenty-six weeks ended
​		August 2,				August 3,				August 2,				August 3,
($ in millions)		2025				2024				2025				2024
Sales		$	1,851			$	1,896			$	3,639			$	3,770
Other revenue			6				4				12				9
Total revenue			1,857				1,900				3,651				3,779
Less:
Cost of merchandise (1)			1,105				1,123				2,142				2,209
Occupancy and buyers' compensation (2)			244				250				487				499
Store employee wages (3)			206				211				404				416
Marketing expenses (4)			47				47				88				94
Technology expenses (5)			67				71				134				141
Other division expenses, net (6)			186				181				367				360
Division profit			2				17				29				60
Less: Impairment and other (7)			15				9				291				23
Less: Corporate expense (8)			13				17				35				28
(Loss) income from operations			(26	)			(9	)			(297	)			9
Interest expense, net			(3	)			(3	)			(5	)			(4	)
Other (expense) income, net (9)			(1	)			(2	)			2				(6	)
Loss before income taxes		$	(30	)		$	(14	)		$	(300	)		$	(1	)

 

(1)	Cost of merchandise consists of inventory costs, freight, distribution costs including related depreciation expense, shipping and handling costs and is recorded net of amounts received from suppliers for damaged product returns, markdown allowances, and volume rebates.
(2)	Occupancy and buyers' compensation consists of rent (including fixed common area maintenance charges and other fixed non-lease components), real estate taxes, general maintenance, and utilities, as well as buyers' compensation.
(3)	Store employee wages consist of employee salary, overtime, vacation, short-term disability, benefits, bonus/awards and employer payroll taxes.
(4)	Marketing expenses consist of certain advertising expenses, which includes digital and search engine marketing, related professional fees, and other costs to promote our brands, net of reimbursements for cooperative advertising.
(5)	Technology expenses primarily represent software as a service, engineering and operations, infrastructure, professional fees, and other costs to operate our store, e-commerce, supply chain, and corporate functions. Technology expenses exclude costs incurred by the WSS and atmos banners.
(6)	Other division expenses, net represents all other division expenses that are not significant expenses or regularly presented to our CEO. These expenses include depreciation and amortization and other selling, general and administrative expenses, which primarily consist of corporate personnel, certain advertising costs, sales transaction fees, and other store and e-commerce expenses.
(7)	See Note 4, Impairment and Other for additional information on these amounts.
(8)	Corporate expense consists of unallocated selling, 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. The allocation of corporate expense to the operating divisions is adjusted annually based upon an internal study.
(9)	See Note 5, Other (Expense) Income, net for further detail.

 

Second Quarter 2025 Form 10-Q Page 8

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

3. Segment Information (continued)

 

​		August 2,				August 3,
($ in millions)		2025				2024
Division		$	6,015			$	6,422
Corporate			492				531
Total assets		$	6,507			$	6,953

 

		Thirteen weeks ended								Twenty-six weeks ended
​		August 2,				August 3,				August 2,				August 3,
($ in millions)		2025				2024				2025				2024
Division		$	43			$	42			$	85			$	84
Corporate			8				9				17				18
Total depreciation and amortization		$	51			$	51			$	102			$	102

 

		Twenty-six weeks ended
​		August 2,				August 3,
($ in millions)		2025				2024
Division		$	63			$	93
Corporate			44				39
Total capital expenditures (1)		$	107			$	132

 

(1)	Represents cash capital expenditures for all periods presented.

4. Impairment and Other

 

​		Thirteen weeks ended								Twenty-six weeks ended
​		August 2,				August 3,				August 2,				August 3,
($ in millions)		2025				2024				2025				2024
Tradename intangible asset impairment		$	—			$	—			$	140			$	—
Goodwill impairment			—				—				110				—
Impairment of long-lived assets and right-of-use assets			(2	)			9				21				16
Acquisition-related costs			15				—				15				—
Reorganization costs			2				—				5				—
Legal claims			—				—				—				7
Total impairment and other		$	15			$	9			$	291			$	23

 

For the thirteen weeks ended  August 2, 2025, we recorded $15 million of expenses related to our pending acquisition by DICK'S Sporting Goods ("DICK'S"). Acquisition-related charges consisted of costs necessary to consummate the acquisition, including legal and investing banking advisory fees, as well as employee retention costs. Refer to Note 14 for further information. We also recognized a net credit of $2 million for impairment, consisting of a $9 million benefit from lease terminations related to the South Korea business shutdown, partially offset by $4 million of impairment of long-lived assets, primarily for the shutdown of a distribution center and $3 million of accelerated tenancy from the closure of our global headquarters. Finally, we recognized $2 million of reorganization costs primarily related to the closure and relocation of the Company's global headquarters and other shutdown costs related to our businesses in South Korea, Denmark, Norway, and Sweden, and a distribution center.

 

Second Quarter 2025 Form 10-Q Page 9

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

4. Impairment and Other (continued)

 

Additionally, during the twenty-six weeks ended August 2, 2025, we recorded non-cash impairment charges of $140 million to write down the WSS tradename and $110 million charge to write down goodwill, as a result of a triggering event due to a reduction in the Company's stock price and resulting market capitalization, coupled with general macroeconomic factors. Non-cash impairment charges of long-lived assets and right-of-use assets, as well as related accelerated amortization and lease terminations, related to the relocation of the global headquarters and the shutdown of the businesses that formerly operated in South Korea, Denmark, Norway, and Sweden totaled $21 million for the twenty-six weeks ended August 2, 2025. Reorganization costs totaled $5 million for the twenty-six weeks ended August 2, 2025.

5. Other (Expense) Income, net

 

​		Thirteen weeks ended								Twenty-six weeks ended
		August 2,				August 3,				August 2,				August 3,
($ in millions)		2025				2024				2025				2024
Foot Locker Greece and Romania divestiture		$	1			$	—			$	6			$	—
Pension and postretirement net benefit expense, excluding service cost			(1	)			(1	)			(2	)			(3	)
Share of losses related to minority investments			—				—				(1	)			(2	)
Other			(1	)			(1	)			(1	)			(1	)
Total other (expense) income, net		$	(1	)		$	(2	)		$	2			$	(6	)

 

During the third quarter of 2024, we entered into agreements to sell our Greece and Romania businesses and entered into license arrangements with the purchaser for the rights to operate Foot Locker stores in Greece and Romania and six other countries in South East Europe. The sale transactions closed in April 2025 for total consideration of $12 million (net of cash of $1 million), which included a $6 million receivable. The transactions resulted in a gain of $6 million, of which $1 million was recognized in the second quarter of 2025, representing adjustments to net working capital.  

6. Cash, Cash Equivalents, and Restricted Cash

 

The table below provides a reconciliation of cash and cash equivalents, as reported on our Condensed Consolidated Balance Sheets, to cash, cash equivalents, and restricted cash, as reported on our Condensed Consolidated Statements of Cash Flows.

 

​		August 2,				August 3,
($ in millions)		2025				2024
Cash and cash equivalents		$	299			$	291
Restricted cash included in other current assets			4				3
Restricted cash included in other non-current assets			25				28
Cash, cash equivalents, and restricted cash		$	328			$	322

 

Amounts included in restricted cash primarily relate to amounts held in escrow in connection with various leasing arrangements in Europe.  

7. Goodwill and Other Intangible Assets, net

 

Goodwill and intangible assets with indefinite lives are reviewed for impairment annually during the fourth quarter of each fiscal year, or more frequently if impairment indicators arise.

 

Second Quarter 2025 Form 10-Q Page 10

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

7. Goodwill and Other Intangible Assets, net (continued)

 

During the first quarter of 2025, a triggering event occurred as a result of a reduction in our market capitalization due to a decline in stock price and changes in the macroeconomic environment, which affected consumer discretionary spending. We used a discounted cash flow approach to determine the fair value of our reporting units. The determination of discounted cash flows of the reporting units and assets and liabilities within the reporting units requires significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to, the discount rate, terminal growth rates, earnings before depreciation and amortization, and capital expenditures forecasts. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates. We evaluate the merits of each significant assumption, both individually and in the aggregate, used to determine the fair value of the reporting units, as well as the fair values of the corresponding assets and liabilities within the reporting units.

 

We have three reporting units, representing our operating segments of North America, EMEA, and Asia Pacific. Our first quarter 2025 quantitative analysis determined that the fair value of the North America reporting unit exceeded its carrying value of $521 million by 9%. However, the EMEA and Asia Pacific reporting units had fair values that were below their carrying values. We recorded a full impairment to the EMEA reporting unit of  $29 million and a partial impairment of $81 million on the Asia Pacific reporting unit. The goodwill amount, after the impairment charge, that is attributable to the Asia Pacific reporting unit was $134 million as of  August 2, 2025. Goodwill is net of accumulated impairment charges of $277 million as of  August 2, 2025 and $167 million for all prior periods.

 

Intangible assets with indefinite lives are tested for impairment if impairment indicators arise and, at a minimum, annually. In conjunction with the goodwill impairment triggering event, we assessed our other intangible assets for impairment. We calculated the fair value using a discounted cash flow method, based on the relief from royalty method, and compared the fair value to the carrying value to determine if the asset is impaired. In the first quarter of 2025, in light of recent operating results and a decline in future cash flow projections for the WSS banner, we recorded a $140 million impairment on the WSS tradename. The charge was reflective of lower forecasted cash flows coupled with a reduction in the royalty rate. In addition, we performed a qualitative review of the atmos tradename and concluded that no impairment was necessary.

 

The following table details the changes in our goodwill for the twenty-six weeks ended August 2, 2025:

 

​		August 2,
($ in millions)		2025
Goodwill at beginning of year		$	759
Impairment			(110	)
Foreign currency fluctuations			6
Goodwill balance		$	655

 

8. Accumulated Other Comprehensive Loss

 

Accumulated other comprehensive loss ("AOCL"), net of tax, is comprised of the following:

 

​		August 2,				August 3,				February 1,
($ in millions)		2025				2024				2025
Foreign currency translation adjustments		$	(154	)		$	(183	)		$	(208	)
Hedge contracts			1				1				—
Unrecognized pension cost and postretirement benefit			(174	)			(188	)			(175	)
​		$	(327	)		$	(370	)		$	(383	)

​

Second Quarter 2025 Form 10-Q Page 11

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

8. Accumulated Other Comprehensive Loss (continued)

 

The changes in AOCL for the twenty-six weeks ended August 2, 2025 were as follows:

 

($ in millions)		Foreign Currency Translation Adjustments				Hedge Contracts				Items Related to Pension and Postretirement Benefits				Total
Balance as of February 1, 2025		$	(208	)		$	—			$	(175	)		$	(383	)
​		​				​								​
OCI before reclassification			54				—				(1	)			53
Reclassification of hedges, net of tax			—				1				—				1
Amortization of pension actuarial loss, net of tax			—				—				2				2
Other comprehensive income			54				1				1				56
Balance as of August 2, 2025		$	(154	)		$	1			$	(174	)		$	(327	)

 

Reclassifications from AOCL for the twenty-six weeks ended August 2, 2025 were as follows:

 

($ in millions)		​
Reclassification of hedge loss:
Cross-currency swap		$	2
Income tax			(1	)
Reclassification of hedges, net of tax		$	1
​		​
Amortization of actuarial loss:		​
Pension benefits		$	3
Income tax			(1	)
Amortization of actuarial loss, net of tax		$	2

9. Income Taxes

 

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.

 

For the second quarter of 2025, the effective rate was negative 25.5% or $8 million as compared with 14.9% or $2 million in the corresponding prior-year period. For the year-to-date period of 2025, the effective rate was negative 33.5% or $101 million as compared with  $3 million in the corresponding prior-year period. Our 2025 effective tax rate differed from the U.S. statutory rate primarily due to the recognition of a valuation allowance and other discrete items. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. During the first quarter of 2025, we recorded a $117 million valuation allowance on all the deferred tax assets related to net operating loss carryforwards and other net deferred tax assets of certain of our European business. In the second quarter, we adjusted this amount by $1 million. Additionally, in connection with this assessment, we wrote off certain deferred tax costs of $7 million. Also during the first quarter of 2025, we recognized an impairment charge of $110 million on non-deductible goodwill, accordingly no benefit was recognized in connection with this charge. As of the second quarter all Dutch losses were fully valued.

 

Second Quarter 2025 Form 10-Q Page 12

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10. Fair Value Measurements

 

Our financial assets and liabilities are recorded at fair value, using a three-level fair value hierarchy that prioritizes the inputs used to measure fair value.

 

Assets and Liabilities Measured at Fair Value on a Recurring Basis

 

($ in millions)		As of August 2, 2025												As of August 3, 2024
​		Level 1				Level 2				Level 3				Level 1				Level 2				Level 3
Assets
Available-for-sale security		$	—			$	6			$	—			$	—			$	6			$	—
Foreign exchange forward contracts			—				3				—				—				1				—
Cross-currency swap contract			—				14				—				—				12				—
Total assets		$	—			$	23			$	—			$	—			$	19			$	—
Liabilities
Foreign exchange forward contracts		$	—			$	5			$	—			$	—			$	1			$	—
Total liabilities		$	—			$	5			$	—			$	—			$	1			$	—

 

There were no transfers into or out of Level 1, Level 2, or Level 3 assets and liabilities for any of the periods presented.

 

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

 

Certain assets and liabilities are measured at fair value on a nonrecurring basis. Assets and liabilities recognized or disclosed at fair value on the consolidated financial statements on a nonrecurring basis include items such as property, plant and equipment, operating lease right-of-use assets, goodwill, other intangible assets, and minority investments that are not accounted for under the equity method of accounting. These assets are measured using Level 3 inputs, if determined to be impaired.

 

During the first quarter of 2025, we recorded $140 million of impairment on the WSS tradename. We calculated the fair value using a discounted cash flow method, based on the relief from royalty method, which uses estimates of future growth and trends, royalty rates in the category of intellectual property, discount rates, and other variables, which represent Level 3 assumptions.

 

Additionally, during the first quarter of 2025, we recorded $110 million of impairment on goodwill following a qualitative and quantitative analysis of the EMEA and Asia Pacific reporting units. We calculated the fair value using estimates of the discount rate, terminal growth rates, earnings before depreciation and amortization, capital expenditures forecasts, and other variables, which represent Level 3 assumptions.

 

As of August 2, 2025, cumulative impairments on our portfolio of minority investments were $566 million.

 

Long-Term Debt

 

The fair value of long-term debt is determined by using model-derived valuations in which all significant inputs or significant value drivers are observable in active markets and, therefore, are classified as Level 2. The carrying value and estimated fair value of long-term debt were as follows:

 

		August 2,				August 3,
($ in millions)		2025				2024
Carrying value (1)		$	396			$	395
Fair value		$	378			$	343

 

(1)	The carrying value of debt as of August 2, 2025 and August 3, 2024, included $4 and $5 million, respectively, of issuer’s discount and costs.

 

Second Quarter 2025 Form 10-Q Page 13

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

10. Fair Value Measurements (continued)

 

The carrying values of cash and cash equivalents, and other current receivables and payables approximate their fair value.

11. Earnings Per Share

 

We account for earnings per share ("EPS") using the treasury stock method. Basic EPS is computed by dividing net (loss) income for the period by the weighted-average number of common shares outstanding at the end of the period. Diluted earnings per share reflects the weighted-average number of common shares outstanding during the period used in the basic EPS computation plus dilutive common stock equivalents. The computation of diluted earnings per share does not assume conversion, exercise, or contingent issuance of securities that would have an anti-dilutive effect on EPS.

 

The computation of basic and diluted EPS is as follows:

 

​		Thirteen weeks ended								Twenty-six weeks ended
​		August 2,				August 3,				August 2,				August 3,
(in millions, except per share data)		2025				2024				2025				2024
Net loss		$	(38	)		$	(12	)		$	(401	)		$	(4	)
Weighted-average common shares outstanding			95.6				95.0				95.4				94.8
Dilutive effect of potential common shares			—				—				—				—
Weighted-average common shares outstanding assuming dilution			95.6				95.0				95.4				94.8
​		​				​				​				​
(Loss) earnings per share - basic		$	(0.39	)		$	(0.13	)		$	(4.20	)		$	(0.04	)
(Loss) earnings per share - diluted		$	(0.39	)		$	(0.13	)		$	(4.20	)		$	(0.04	)
​		​				​				​				​
Anti-dilutive share-based awards excluded from diluted calculation			4.3				4.0				4.1				4.0

 

Performance stock units related to our long-term incentive programs of 2.6 million and 1.8 million have been excluded from diluted weighted-average shares for the periods ended August 2, 2025 and August 3, 2024, respectively. The issuance of these shares is contingent on our performance metrics as compared to the pre-established performance goals, which have not been achieved.

12. Share-Based Compensation

 

Share-Based Compensation Expense

 

Total compensation expense, included in SG&A, and the associated tax benefits recognized related to our share-based compensation plans, was as follows:

 

​		Thirteen weeks ended								Twenty-six weeks ended
​		August 2,				August 3,				August 2,				August 3,
($ in millions)		2025				2024				2025				2024
​Restricted stock units and performance stock units		$	6			$	6			$	12			$	11
Options and employee stock purchase plan			1				1				1				2
Total share-based compensation expense		$	7			$	7			$	13			$	13
		​				​				​				​
Tax benefit recognized		$	1			$	1			$	2			$	2

 

Second Quarter 2025 Form 10-Q Page 14

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

12. Share-Based Compensation (continued)

 

Stock Awards

 

On May 21, 2025, the Company's shareholders approved further amendments to the amended and restated 2007 Stock Incentive Plan (the "2007 Stock Plan"), which increased shares available for grant by 4,300,000 and removed the 2.5 fungible share ratio for new grants. There were no other significant modifications to the 2007 Stock Plan. As of August 2, 2025, there were 7,186,512 shares available for issuance under the 2007 Stock Plan.

 

Restricted Stock Units and Performance Stock Units

 

Restricted stock units ("RSU") are awarded to certain officers, key employees of the Company, and nonemployee directors. Additionally, performance stock units ("PSU") are awarded to certain officers and key employees in connection with our long-term incentive program. Each RSU and PSU represents the right to receive one share of our common stock, provided that the applicable performance and vesting conditions are satisfied. PSU awards also include a performance objective based on our relative total shareholder return over the performance period to a pre-determined peer group, assuming the reinvestment of dividends. The fair value of the market condition of our PSU awards is determined using a Monte Carlo simulation as of the date of the grant.

 

Generally, RSU awards fully vest after the passage of time, typically over three years for employees and one year for nonemployee directors, provided there is continued service with the Company until the vesting date, subject to the terms of the award. PSU awards are earned only after the attainment of performance goals in connection with the relevant performance period. PSUs granted in 2024 and 2025 vest after the attainment of the performance period, which is three years. Prior PSU grants vested after the attainment of the performance period of two years and an additional one-year period. No dividends are paid or accumulated on any RSU or PSU awards. Compensation expense is recognized over the vesting period on a straight-line basis.

 

RSU and PSU activity for the twenty-six weeks ended August 2, 2025 is summarized as follows:

 ​

​

​

Weighted-

Average

Weighted-

​

Number

Remaining

Average

​

of

Contractual

Grant Date

​

Shares

Life

Fair Value

​

(in thousands)

(in years)

(per share)

Nonvested at beginning of year

1,603

​

$

30.65

Granted

2,402

​

16.49

Vested

(518

)

​

29.04

Performance adjustment (1)

(334

)

​

Forfeited

(67

)

​

22.82

Nonvested at August 2, 2025

3,086

1.5

$

21.65

​

​

​

​

Aggregate value ($ in millions)

$

67

​

 

(1)	This represents adjustments made to PSU awards reflecting changes in estimates based upon our current performance against predefined financial targets.

 

The total value of RSU and PSU awards that vested during the  twenty-six weeks ended August 2, 2025 and August 3, 2024 was  $15 million and  $24 million, respectively. As of  August 2, 2025, there was  $46 million of total unrecognized compensation cost related to nonvested awards.

 

Second Quarter 2025 Form 10-Q Page 15

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

13. Legal Proceedings

 

Legal proceedings pending against the Company or its consolidated subsidiaries consist of ordinary, routine litigation, or pre-litigation demands, including administrative proceedings, incidental to the business of the Company or businesses that have been sold or discontinued by the Company in past years. These legal proceedings include commercial, intellectual property, customer, environmental, and employment-related claims.

 

We do not believe that the outcome of any such legal proceedings pending against the Company or its consolidated subsidiaries, as described above, would have a material adverse effect on our consolidated financial position, liquidity, or results of operations, taken as a whole, based upon current knowledge and taking into consideration current accruals. Litigation is inherently unpredictable. Judgments could be rendered or settlements made that could adversely affect the Company's operating results or cash flows in a particular period.

14. Merger Agreement

 

As previously announced, on May 15, 2025, we entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, DICK'S Sporting Goods, Inc. ("DICK'S) and RJS Sub LLC, a New York limited liability company and a wholly owned subsidiary of DICK'S ("Merger Sub"), pursuant to which, among other things, at the effective time of the Merger (the "Effective Time"), Merger Sub would merge with and into the Company (the "Merger"), with the Company continuing as the surviving entity, upon the terms and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement.

 

Under the terms and subject to the conditions set forth in the Merger Agreement, each share of the Company's Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares owned by DICK'S, the Company or any of their Subsidiaries), will be converted into the right to receive, at the election of each shareholder of Company Common Stock, (A) $24.00 in cash per share ("Cash Consideration") or (B) 0.1168 validly issued, fully paid and nonassessable shares of DICK'S common stock. Holders of Company Common Stock who do not make a cash or stock election will receive Cash Consideration.

 

The transaction is subject to Foot Locker shareholder approval and other customary closing conditions, including regulatory approvals. On August 22, 2025, Foot Locker received shareholder approval for the Merger. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), expired at 11:59 p.m. Eastern time on August 25, 2025 and all required regulatory approvals to complete the transaction have been received. The Company expects the transaction will close on September 8, 2025. If the Merger is consummated, the shares of Company Common Stock currently listed on the New York Stock Exchange (the "NYSE") will be delisted from the NYSE and will subsequently be deregistered under the Securities Exchange Act of 1934, as amended.

 

Second Quarter 2025 Form 10-Q Page 16

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Business Overview

 

Foot Locker, Inc. is a leading footwear and apparel retailer that unlocks the "inner sneakerhead" in all of us. We have a strong history of sneaker authority that sparks discovery and ignites the power of sneaker culture through our portfolio of brands, including Foot Locker, Kids Foot Locker, Champs Sports, WSS, and atmos.

 

Ensuring that our customers can engage with us in the most convenient manner for them whether in our stores, on our websites, or on our mobile applications, is a high priority for us. 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. These sites offer our largest product selections and provide a seamless link between our e-commerce experience and physical stores.

 

As previously announced on May 15, 2025, we entered into an agreement and plan of merger with DICK'S Sporting Goods, Inc. The transaction is subject to Foot Locker shareholder approval and other customary closing conditions, including regulatory approvals. On August 22, 2025, Foot Locker received shareholder approval for the Merger. The waiting period under the HSR Act expired at 11:59 p.m. Eastern time on August 25, 2025 and all required regulatory approvals to complete the transaction have been received. The Company expects the transaction will close on September 8, 2025.

 

Store Count

 

At August 2, 2025, we operated 2,354 stores as compared with 2,410 and 2,464 stores at February 1, 2025 and August 3, 2024, respectively.

 

Licensed Operations

 

A total of 243 licensed stores were operating at August 2, 2025, as compared with 224 and 213 stores at February 1, 2025 and August 3, 2024, respectively, operating in the Middle East, Asia, and Europe. These stores are not included in the operating store count above. During the first quarter of 2025, we transitioned our operations in Greece and Romania to our licensing partner.

 

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 for the period.

 

​		Thirteen weeks ended								Twenty-six weeks ended
​		August 2,				August 3,				August 2,				August 3,
($ in millions)		2025				2024				2025				2024
Sales		$	1,851			$	1,896			$	3,639			$	3,770
Other revenue			6				4				12				9
Total revenue		$	1,857			$	1,900			$	3,651			$	3,779
​		​				​				​				​
Operating Results		​				​				​				​
Division profit		$	2			$	17			$	29			$	60
Less: Impairment and other (1)			15				9				291				23
Less: Corporate expense (2)			13				17				35				28
(Loss) income from operations			(26	)			(9	)			(297	)			9
Interest expense, net			(3	)			(3	)			(5	)			(4	)
Other (expense) income, net (3)			(1	)			(2	)			2				(6	)
Loss before income taxes		$	(30	)		$	(14	)		$	(300	)		$	(1	)

 

(1)	See the Impairment and Other section for further information.
(2)	Corporate expense consists of unallocated selling, general and administrative expenses as well as depreciation and amortization related to the Company’s corporate headquarters, centrally managed departments, unallocated insurance and benefit programs, certain foreign exchange transaction gains and losses, and other items.

 

 

(3)

Other (expense) income, net includes non-operating items, gain from the sale of the Foot Locker Greece and Romania businesses, changes in fair value of minority interests measured at fair value or using the fair value measurement alternative, changes in the market value of our available-for-sale security, our share of earnings or losses related to our equity method investments, and net benefit expense related to our pension and postretirement programs excluding the service cost component. See the Other (Expense) Income, net section for further information.

 

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.

 

These non-GAAP measures are presented because we believe they assist investors in allowing a more direct comparison of 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 item. The income tax items represent the discrete amount that affected the period.

 

The non-GAAP financial information is provided in addition, and not as an alternative, to our reported results prepared in accordance with GAAP. Presented below is a reconciliation of GAAP and non-GAAP pre-tax (loss) income.

 

​		Thirteen weeks ended								Twenty-six weeks ended
​		August 2,				August 3,				August 2,				August 3,
($ in millions, except per share amounts)		2025				2024				2025				2024
Pre-tax (loss) income:
(Loss) income before income taxes		$	(30	)		$	(14	)		$	(300	)		$	(1	)
Pre-tax amounts excluded from GAAP:		​
Impairment and other			15				9				291				23
Other expense / income, net			(1	)			—				(5	)			2
Adjusted (loss) income before income taxes (non-GAAP)		$	(16	)		$	(5	)		$	(14	)		$	24

 

Presented below is a reconciliation of GAAP and non-GAAP after-tax (loss) income and GAAP and non-GAAP earnings per share. 

 

​		Thirteen weeks ended								Twenty-six weeks ended
​		August 2,				August 3,				August 2,				August 3,
($ in millions, except per share amounts)		2025				2024				2025				2024
After-tax (loss) income:
Net loss		$	(38	)		$	(12	)		$	(401	)		$	(4	)
After-tax adjustments excluded from GAAP:		​
Impairment and other, net of income tax benefit of $4, $1, $43 and $4 million, respectively			11				8				248				19
Other expense / income, net of income tax expense of $-, $-, $- and $- million, respectively			(1	)			—				(5	)			2
Tax valuation allowance and deferred tax cost write off			1				—				125				—
Adjusted net (loss) income (non-GAAP)		$	(27	)		$	(4	)		$	(33	)		$	17
​		​				​				​				​
Earnings per share:		​
Diluted loss per share		$	(0.39	)		$	(0.13	)		$	(4.20	)		$	(0.04	)
Diluted per share amounts excluded from GAAP:		​				​				​				​
Impairment and other			0.11				0.08				2.59				0.20
Other expense / income, net			—				—				(0.05	)			0.02
Tax valuation allowance and deferred tax cost write off			0.01				—				1.32				—
Adjusted diluted (loss) earnings per share (non-GAAP)		$	(0.27	)		$	(0.05	)		$	(0.34	)		$	0.18

 

 

During the thirteen and twenty-six weeks ended August 2, 2025, we recorded pre-tax charges of $15 million and $291 million, respectively, classified as impairment and other. See the Impairment and Other section for further information.

 

The adjustments made to other income / expense, net reflected fair value changes and losses associated with our minority investments. The current-year period also included gains on sale of businesses. See the Other (Expense) Income, net section for further information.

 

During first quarter of 2025, we recorded a valuation allowance and a write off of deferred tax costs related to certain of our European businesses. See the Income Tax section for further information.

Segment Reporting and Results of Operations

 

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, Champs Sports, Kids Foot Locker, and WSS, including each of their related e-commerce businesses. Our EMEA operating segment includes the results of Foot Locker 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 and New Zealand, as well as atmos, which operates in Japan. We have further aggregated these operating segments into one reportable segment based upon their shared customer base and similar economic characteristics. 

 

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. Computations exclude the effect of foreign currency fluctuations. There may be variations in the way in which some of our competitors and other retailers calculate comparable or same store sales.

 

For the thirteen weeks ended August 2, 2025, total sales decreased by $45 million, or 2.4%, to $1,851 million, as compared with the corresponding prior-year period. For the twenty-six weeks ended August 2, 2025, total sales decreased by $131 million, or 3.5%, to $3,639 million, as compared with the corresponding prior-year period. Excluding the effect of foreign currency fluctuations, total sales decreased by $70 million, or 3.7% for the thirteen weeks ended August 2, 2025, and decreased by $154 million, or 4.1% for the twenty-six weeks ended August 2, 2025. For both comparative periods, fluctuations in currencies increased sales primarily due to the U.S. dollar weakening against the euro, British pound, and Japanese yen, partially offset by the U.S dollar strengthening against the Canadian dollar and Australian dollar.

 

Comparable sales for the combined channels decreased by 2.0% and 2.3% for the thirteen and twenty-six weeks ended August 2, 2025, respectively.

 

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

 

​		Thirteen weeks ended								Twenty-six weeks ended
​		August 2,				August 3,				August 2,				August 3,
($ in millions)		2025				2024				2025				2024
Store sales		$	1,517			$	1,594			$	2,972			$	3,148
$ Change			(77	)		​					(176	)		​
% Change			(4.8	)%		​					(5.6	)%		​
% of total sales			82.0				84.1				81.7				83.5
% Comparable sales (decrease) increase			(4.3	)			2.3				(4.3	)			(0.3	)
Direct-to-customers sales		$	334			$	302			$	667			$	622
$ Change			32			​					45			​
% Change			10.6	%		​					7.2	%		​
% of total sales			18.0				15.9				18.3				16.5
% Comparable sales increase			10.3				3.7				7.8				3.5
Total sales		$	1,851			$	1,896			$	3,639			$	3,770
$ Change			(45	)							(131	)
% Change			(2.4	)%							(3.5	)%
% Comparable sales (decrease) increase			(2.0	)			2.6				(2.3	)			0.3

 

 

The information shown below represents certain combined stores and direct-to-customers sales metrics for the thirteen and twenty-six weeks ended August 2, 2025 as compared with the corresponding prior-year periods.

 

​		Thirteen weeks ended								Twenty-six weeks ended
		Constant Currencies				Comparable Sales				Constant Currencies				Comparable Sales
Foot Locker			1.3	%			1.8	%			(0.7	)%			0.4	%
Champs Sports			0.7				2.0				(0.7	)			1.2
Kids Foot Locker			7.1				7.6				3.3				5.3
WSS			(5.2	)			(8.1	)			(2.5	)			(6.3	)
North America			1.1				1.4				(0.4	)			0.4
EMEA (1)			(15.3	)			(11.4	)			(14.3	)			(10.8	)
Foot Locker			(21.8	)			(12.8	)			(13.8	)			(7.2	)
atmos			6.3				9.7				—				0.7
Asia Pacific			(14.3	)			(6.4	)			(9.6	)			(4.6	)
Total sales			(3.7	)%			(2.0	)%			(4.1	)%			(2.3	)%

 

(1)	Includes sales from 6 and 8 Kids Foot Locker stores operating in Europe for August 2, 2025 and August 3, 2024, respectively.

 

For both the quarter and year-to-date periods, comparable sales decreased within the stores channel due to ongoing macroeconomic headwinds, declines in consumer discretionary spending, and lower demand of key basketball footwear styles, which affected customer traffic. This was partially offset by an increase within the direct-to-customers channel due to improved digital product launches coupled with investments in technology that improved the overall online customer experience including our mobile app enhancements. From a product perspective for the combined channels, comparable sales were negatively affected by lower sales within the apparel category, partially offset by modestly higher sales in footwear in both the quarter and year-to-date periods. Comparable sales within the accessories channel were essentially unchanged in the quarter and year-to-date periods.

 

For the thirteen weeks ended August 2, 2025, constant currency sales in North America increased due to exciting product offerings from strategic brands and improved sales conversion aided by the FLX loyalty program in the Foot Locker, Kids Foot Locker, and Champs Sports banners, partially offset by the decline in WSS sales. Our Champs Sports banner continued its momentum following successful brand repositioning under the platform, "Sports for Life," and in the second quarter generated its fourth consecutive quarter of comparable increases. The WSS banner experienced high single-digit declines in customer traffic, due to ongoing geopolitical uncertainty affecting consumer spending, resulting in a comparable decline for both the quarter and year-to-date periods. Also affecting constant currency sales was our strategic decision to close underperforming stores in the Foot Locker, Kids Foot Locker, and Champs Sports banners, as 36, 13, and 16 fewer stores, respectively, were operating at period end as compared with the prior year period. For the twenty-six weeks ended August 2, 2025, constant currency sales in North America were slightly negative due to the aforementioned store closures and macroeconomic headwinds, partially offset by increased sales from exciting product offerings from our strategic vendors. 

 

Constant currency sales in EMEA were negatively affected by lower customer traffic due to macroeconomic uncertainty. Customers responded to promotional actions taken during summer sales period, however this resulted in gross margin erosion. Also contributing to the sales decline was our strategic decision to close underperforming stores or exit stores in the region, currently operating 39 fewer stores than the prior year. For the thirteen and twenty-six weeks ended August 2, 2025, sales decreased by $17 million and $28 million, respectively, related to our closure of operations in Denmark, Norway, and Sweden, and the sale of our Greece and Romania businesses. 

 

Constant currency sales in Asia Pacific were also negatively affected by the macroeconomic headwinds and a highly competitive marketplace, partially offset by increases in e-commerce sales. For the thirteen and twenty-six weeks ended August 2, 2025, Asia Pacific sales decreased by $9 million and $11 million, respectively, due to the previously disclosed closure of our business in South Korea. Constant currency sales in the atmos banner increased primarily from its e-commerce channel, as consumers were seeking promotional goods coupled with an increase in store sales from unique product offerings from our strategic vendors.

 

 

Gross Margin

 

​		Thirteen weeks ended								Twenty-six weeks ended
​		August 2,				August 3,				August 2,				August 3,
​		2025				2024				2025				2024
Cost of merchandise		$	1,105			$	1,123			$	2,142			$	2,209
$ Change			(18	)							(67	)
% of total sales			59.7	%			59.2	%			58.8	%			58.6	%
Effect on gross margin rate in basis points			(50	)							(20	)
Occupancy and buyers' compensation		$	244			$	250			$	487			$	499
$ Change			(6	)							(12	)
% of total sales			13.2	%			13.2	%			13.4	%			13.2	%
Effect on gross margin rate in basis points			—								(20	)
Total cost of sales		$	1,349			$	1,373			$	2,629			$	2,708
$ Change			(24	)							(79	)
Gross margin rate			27.1	%			27.6	%			27.8	%			28.2	%
Basis point change			(50	)							(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 27.1% for the thirteen weeks ended August 2, 2025, as compared with the corresponding prior-year period, reflecting a 50 basis point decrease in the merchandise margin rate. The merchandise margin rate decreased as we were more promotional in certain markets due to market pressures. Additionally, markdowns were taken to ensure we maintained healthy inventory levels. Additionally, vendor allowances were lower in the period, resulting in a lower merchandise margin.

 

The gross margin rate decreased to 27.8% for the twenty-six weeks ended August 2, 2025, as compared with the corresponding prior-year period, reflecting a 20 basis point decrease in the merchandise margin rate and a 20 basis point deleverage in the occupancy and buyers' compensation rate. The merchandise margin rate decreased as we were more promotional to clear inventory in the countries we exited in the first quarter of 2025. The occupancy and buyers' compensation rate deleverage reflected the fixed nature of these costs in relation to the decline in sales. The year over year effect of vendor allowances was not significant for the twenty-six weeks ended August 2, 2025.

 

Selling, General and Administrative Expenses (SG&A)

 

​		Thirteen weeks ended								Twenty-six weeks ended
​		August 2,				August 3,				August 2,				August 3,
($ in millions)		2025				2024				2025				2024
SG&A		$	468			$	476			$	926			$	937
$ Change		$	(8	)		​				$	(11	)		​
% Change			(1.7	)%		​					(1.2	)%		​
SG&A as a percentage of sales			25.3	%			25.1	%			25.4	%			24.9	%

 

Excluding the effect of foreign currency fluctuations, SG&A decreased by $15 million and $18 million for the thirteen and twenty-six weeks ended August 2, 2025, as compared with the corresponding prior-year periods, with savings from the cost optimization program and ongoing expense discipline partially offset by investments in technology. As a percentage of sales, SG&A increased by 20 basis points and 50 basis points for the thirteen and twenty-six weeks ended August 2, 2025, due to underlying deleverage on the sales decline.

 

 

Depreciation and Amortization

 

​		Thirteen weeks ended								Twenty-six weeks ended
​		August 2,				August 3,				August 2,				August 3,
($ in millions)		2025				2024				2025				2024
Depreciation and amortization		$	51			$	51			$	102			$	102
$ Change		$	—							$	—
% Change			—	%							—	%

 

Depreciation and amortization expense was unchanged for the thirteen and twenty-six weeks ended August 2, 2025, as compared with the corresponding prior-year periods. The increase in depreciation and amortization from our capital expenditures was offset by operating fewer stores and lower depreciation and amortization associated with prior impairment charges. In addition, the WSS and atmos customer list intangible assets were fully amortized by the third quarter of 2024, which reduced amortization expense by $1 million and $3 million for the thirteen and twenty-six weeks ended August 2, 2025.

 

Impairment and Other

 

For the thirteen weeks ended August 2, 2025, we recorded $15 million of expenses related to our pending acquisition by DICK'S Sporting Goods ("DICK'S"). Acquisition-related charges consisted of costs necessary to consummate the acquisition, including legal and investing banking advisory fees, as well as employee retention costs. We also recognized a net credit of $2 million for impairment, consisting of a $9 million benefit from lease terminations related to the South Korea business shutdown, partially offset by $4 million of impairment of long-lived assets, primarily for the shutdown of a distribution center and $3 million of accelerated tenancy from the closure of our global headquarters. Finally, we recognized $2 million of reorganization costs primarily related to the announced closure and relocation of the Company's global headquarters and other shutdown costs related to our businesses in South Korea, Denmark, Norway, and Sweden, and a distribution center.

 

Additionally, during the twenty-six weeks ended August 2, 2025, we recorded non-cash impairment charges of $140 million to write down the WSS tradename and $110 million related to goodwill. The review of goodwill was the result of a triggering event due to a reduction in the Company's stock price and resulting market capitalization, coupled with general macroeconomic factors. Further, we recorded $15 million in non-cash impairment charges of long-lived assets and right-of-use assets. In connection with the previously announced global headquarters relocation and the shutdown of our businesses in South Korea, Denmark, Norway, and Sweden, we recorded accelerated tenancy and lease termination charges of $8 million. We have closed all stores operating in those regions as we focus on improving the overall results of international operations. We also incurred $3 million of reorganization costs primarily related to the announced closure and relocation of the Company's global headquarters and the shutdown costs.

 

For the thirteen weeks ended August 3, 2024, we recorded $9 million of impairment of long-lived assets and right-of-use assets primarily related to our decision to exit underperforming operations in South Korea, Denmark, Norway, and Sweden. For the twenty-six weeks ended August 3, 2024, we recorded an additional $7 million of impairment of long-lived assets and right-of-use assets related to our decision to no longer operate, and to sublease, an unprofitable store in Europe during the first quarter, and a $7 million loss accrual for legal claims.

 

Corporate Expense

 

​		Thirteen weeks ended								Twenty-six weeks ended
​		August 2,				August 3,				August 2,				August 3,
($ in millions)		2025				2024				2025				2024
Corporate expense		$	13			$	17			$	35			$	28
$ Change		$	(4	)						$	7

 

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 decreased by $4 million for the thirteen weeks ended August 2, 2025, as compared with the corresponding prior-year period. Depreciation and amortization included in corporate expense was $8 million and $9 million for the thirteen weeks ended August 2, 2025 and August 3, 2024, respectively. Corporate expense decreased primarily due to lower incentive compensation tied to our performance, partially offset by our ongoing investments in information technology to modernize our customer-facing and support capabilities.

 

 

Corporate expense increased by $7 million for the twenty-six weeks ended August 2, 2025, as compared with the corresponding prior-year period. Depreciation and amortization included in corporate expense was $17 million and $18 million for the twenty-six weeks ended August 2, 2025 and August 3, 2024, respectively. Corporate expense increased primarily due to our ongoing investments in information technology to modernize our customer-facing and support capabilities, partially offset by lower incentive compensation tied to our performance.

 

Operating Results

 

​		Thirteen weeks ended								Twenty-six weeks ended
​		August 2,				August 3,				August 2,				August 3,
($ in millions)		2025				2024				2025				2024
Division profit		$	2			$	17			$	29			$	60
Division profit margin			0.1	%			0.9	%			0.8	%			1.6	%

 

Division profit, as a percentage of sales, decreased to 0.1% and 0.8% for the thirteen and twenty-six weeks ended August 2, 2025, respectively, as compared with the corresponding prior-year periods, due to lower sales coupled with a lower gross margin rate and the deleverage in SG&A expenses. Our operating results have been negatively affected by underperformance of the WSS banner and our Foot Locker stores operating in Europe. Management is evaluating and implementing various strategic initiatives to improve the overall profitability of our WSS banner and stores operating in Europe, which is focused on merchandising, supply chain activities, and cost optimization. Management is also evaluating the effect of macroeconomic trends on projected future earnings. Management will continue to monitor the progress of these initiatives and will assess, if necessary, the effect of the various initiatives on the projected performance of these businesses, which may include an analysis of recoverability of long-lived assets.

 

Interest Expense, Net

 

​		Thirteen weeks ended								Twenty-six weeks ended
​		August 2,				August 3,				August 2,				August 3,
($ in millions)		2025				2024				2025				2024
Interest expense		$	(5	)		$	(5	)		$	(11	)		$	(11	)
Interest income			2				2				6				7
Interest (expense) income, net		$	(3	)		$	(3	)		$	(5	)		$	(4	)

 

Interest expense, net was unchanged for the thirteen weeks ended August 2, 2025 and increased by $1 million for the twenty-six weeks ended August 2, 2025, as compared with the corresponding prior-year periods. This reflected lower interest income on cash and cash equivalents.

 

Other (Expense) Income, Net

 

​		Thirteen weeks ended								Twenty-six weeks ended
​		August 2,				August 3,				August 2,				August 3,
($ in millions)		2025				2024				2025				2024
Other (expense) income, net		$	(1	)		$	(2	)		$	2			$	(6	)

 

This caption includes non-operating items, including 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.

 

In 2024, we entered into agreements to sell our Greece and Romania businesses and entered into license arrangements with the purchaser for the rights to operate Foot Locker stores in Greece and Romania and six other countries in South East Europe. The sale transactions, which closed in April 2025, reflected total consideration of $12 million (net of cash of $1 million) of which $6 million was paid at closing. The transactions resulted in a gain of $6 million.

 

Additionally, for the thirteen and twenty-six weeks ended August 2, 2025 other (expense) income, net reflected expense of $1 million and $2 million, respectively, related to our pension and postretirement programs. For the twenty-six weeks ended August 2, 2025 we recognized a loss of $1 million on our equity method investments.

 

For the thirteen and twenty-six weeks ended August 3, 2024, other (expense) income, net reflected expense of $1 million and $3 million, respectively, related to our pension and postretirement programs. In addition, we recorded a $2 million loss on our equity method investments for the twenty-six weeks ended August 3, 2024. 

 

 

Income Taxes

 

​		Thirteen weeks ended								Twenty-six weeks ended
​		August 2,				August 3,				August 2,				August 3,
($ in millions)		2025				2024				2025				2024
Provision for income taxes		$	8			$	(2	)		$	101			$	3
Effective tax rate			(25.5	)%			14.9	%			(33.5	)%			n.m. (1)

 

(1)	The effective tax rate for the twenty-six weeks ended August 3, 2024 is not meaningful due to the low level of loss before income taxes in the period.

 

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. 

 

In the first quarter of 2025, it was determined that due to recent weakness in market conditions, the ability to utilize the entirety of our European deferred tax asset was less likely than prior periods or "not more likely than not" as defined under the accounting standards. As of May 3, 2025, we recorded a $117 million valuation allowance on all the deferred tax assets related to net operating loss carryforwards and other net deferred tax assets of certain European businesses. In the second quarter, we adjusted this amount by $1 million. Additionally, in connection with the first quarter assessment, we wrote off certain deferred tax costs of $7 million. We will continue to monitor the recoverability of deferred tax assets on a quarterly basis. As of the second quarter all Dutch losses were fully valued. We will recognize the benefit of the deferred tax assets in the future if sufficient positive evidence emerges to support their realization.

 

Also during the first quarter of 2025, we recognized a non-cash impairment charge of $110 million on non-deductible goodwill, accordingly no benefit was recognized in connection with this charge.

 

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 change in tax reserves during the thirteen weeks and twenty-six weeks ended August 2, 2025 was not significant. During the twenty-six weeks ended August 1, 2024, we recognized $2 million in reserve releases related to various statute of limitations expirations on our foreign income taxes.

 

Excluding these items, the effective tax rate for the current year periods increased, as compared with the corresponding prior-year periods, primarily due to fully valued losses coupled with lower-level income before tax with non-deductible expenses remaining relatively unchanged.

 

On July 4, 2025, the President signed into law the One Big Beautiful Bill Act ("OBBBA"), introducing significant amendments to the U.S. Internal Revenue Code. The amendments include the permanent extension of certain individual, business, and international tax measures initially established under the 2017 Tax Cuts and Jobs Act, which were set to expire at the end of 2025. As of the date these financial statements were available to be issued, we are evaluating the effects of the OBBBA on our consolidated financial statements. The OBBBA permanently extends the 100% bonus depreciation of qualifying assets and eliminates the requirement under the Internal Revenue Code Section 174 to capitalize and amortize U.S.-based research and experimental expenditures over 5 years. We anticipate that these provisions will enhance cash flows in the near term due to the deferral of tax payments.  We will continue to assess the implications of the OBBBA and will provide further disclosures in subsequent reporting periods as necessary.

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, including the implementation of a new enterprise resource planning system, and other support facilities; make retirement plan contributions, and interest payments; and fund other cash requirements to support the development of our short-term and long-term operating strategies. 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. 

 

 

Our expected full-year capital spending is $230 million and an additional $20 million is expected related to software-as-a-service implementation costs, totaling spend of $250 million. These amounts represents an overall reduction of $50 million as compared with our plan of $350 million. The forecast includes $150 million related to the updating ("refresh"), remodeling or relocation of stores, as well as new stores. This includes the planned opening of approximately 70 "Reimagined" Foot Locker and Kids Foot Locker stores, primarily through conversions or relocations of existing stores. Spending for 2025 also includes refreshing approximately 240 existing stores to our current brand design standards and will incorporate key elements of our "Reimagined" design specifications. Updating our stores or "refreshes" represent spending directed towards elevating our brand experience, with modest capital expenditures per store. Additionally, we expect to spend $80 million primarily for our technology and supply chain initiatives, including capital expenditures related to a new distribution center and our new global headquarters. We also expect to spend an additional $20 million in software-as-a-service implementation costs, related to our technology initiatives as we modernize our customer facing and support capabilities as part of a multi-year project. 

 

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, as well as other factors listed under the headings "Disclosure Regarding Forward-Looking Statements," and "Risk Factors" could affect our ability to continue to fund our needs from business operations.

 

Operating Activities

 

​		Twenty-six weeks ended
​		August 2,				August 3,
($ in millions)		2025				2024
Net cash provided by operating activities		$	2			$	126
$ Change		$	(124	)		​

 

Operating activities reflects net (loss) income adjusted for non-cash items and working capital changes. Adjustments to net (loss) income for non-cash items include impairment charges, other charges, depreciation and amortization, deferred income taxes, and share-based compensation expense.

 

The decrease in cash from operating activities primarily reflected a higher loss adjusted for non-cash items, a $50 million increase in rent payments due the timing of our fiscal year, a $24 million increase in incentive bonus payments made in the current year, and a $20 million contribution to fund our qualified pension plan, partially offset by working capital changes.

 

Investing Activities

 

​		Twenty-six weeks ended
​		August 2,				August 3,
($ in millions)		2025				2024
Net cash used in investing activities		$	(102	)		$	(133	)
$ Change		$	31			​

 

 

​		Twenty-six weeks ended
​		August 2,				August 3,
($ in millions)		2025				2024
Net cash used in financing activities		$	(3	)		$	(5	)
$ Change		$	2			​

 

 

 

The following table presents a reconciliation of net cash flow provided by operating activities, the most directly comparable U.S. GAAP financial measure, to free cash flow.

 

​		Twenty-six weeks ended
​		August 2,				August 3,
($ in millions)		2025				2024
Net cash provided by operating activities		$	2			$	126
Capital expenditures			(107	)			(132	)
Free cash flow		$	(105	)		$	(6	)

 

Critical Accounting Policies and Estimates

 

Recoverability of Goodwill and Indefinite-Lived Intangible Assets

 

We review goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter of each fiscal year or more frequently if impairment indicators arise. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. The review of impairment consists of either using a qualitative approach to determine whether it is more likely than not that the fair value of the assets is less than their respective carrying values or a one-step qualitative impairment test.

 

When we perform the qualitative assessment, we consider many factors in evaluating whether the carrying value of goodwill may not be recoverable, including declines in our stock price and market capitalization in relation to the book value of the Company and macroeconomic conditions affecting retail. If, based on the results of the qualitative assessment, it is concluded that it is not more likely than not that the fair value of a reporting unit exceeds its carrying value, additional quantitative impairment testing is performed. The quantitative test requires that the carrying value of each reporting unit be compared with its estimated fair value. If the carrying value of a reporting unit is greater than its fair value, a goodwill impairment charge will be recorded for the difference (up to the carrying value of goodwill).

 

During the first quarter of 2025, a triggering event occurred as a result of a reduction in our market capitalization due to a decline in stock price and changes in the macroeconomic environment, which affected consumer discretionary spending. We used a discounted cash flow approach to determine the fair value of our reporting units. The determination of discounted cash flows of the reporting units and assets and liabilities within the reporting units requires significant estimates and assumptions. These estimates and assumptions are consistent with our internal forecasts and operating plans and primarily include, but are not limited to, the discount rate, terminal growth rates, earnings before depreciation and amortization, and capital expenditures forecasts. Additionally, we compare the indicated equity value to our market capitalization and evaluate the resulting implied control premium to determine if the estimated enterprise value is reasonable compared to external market indicators. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates. We evaluate the merits of each significant assumption, both individually and in the aggregate, used to determine the fair value of the reporting units, as well as the fair values of the corresponding assets and liabilities within the reporting units.

 

We have three reporting units, representing our operating segments of North America, EMEA, and Asia Pacific. Our first quarter 2025 quantitative analysis determined that the fair value of the North America reporting unit exceeded its carrying value of $521 million by 9%. However, the EMEA and Asia Pacific reporting units had fair values that were below their carrying values. We recorded a full impairment to EMEA goodwill of $29 million and a partial impairment of $81 million on the Asia Pacific reporting unit. The goodwill amount, after the impairment charge, that is attributable to the Asia Pacific reporting unit was $134 million as of August 2, 2025. Goodwill is net of accumulated impairment charges of $277 million as of August 2, 2025.

 

 

 

Valuation Allowances for Deferred Tax Assets

 

We record income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets and liabilities are expected to be realized or settled. We must assess the likelihood that our deferred tax assets will be recoverable based on expected future taxable income. To the extent that we determine it is more-likely-than-not (greater than a 50% probability) that some portion or all of the deferred tax assets will not be realized, we must establish a valuation allowance.

 

To the extent valuation allowances are established or increased in a period, we include an expense within the tax provision in our Condensed Consolidated Statements of Operations. During the first quarter of 2025, we recognized a full valuation allowance of $117 million related to our European businesses' net operating loss carryforward and other net deferred tax assets. These valuation allowances may be released in future years when it is more likely than not that some portion or all of the deferred tax assets will be realized. In making such a determination, we will need to periodically evaluate whether or not all available evidence, such as future income and reversal of temporary differences, tax planning actions, and recent results of operations, provides sufficient positive evidence to offset any other negative evidence that may exist at such time. In the event the deferred tax valuation allowance is released, we would record an income tax benefit for a portion or all of the deferred tax valuation allowance released. 

 

There have been no other 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," within the 2024 Annual Report on 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.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

There have been no significant changes in our primary risk exposures or management of market risks from the information provided in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk within the 2024 Annual Report on Form 10-K.

 

 

Item 4. Controls and Procedures

 

 

 

 

Item 1A. Risk Factors

 

In addition to the other information discussed in this report, the factors described in Part I, Item 1A. "Risk Factors" in our 2024 Annual Report on Form 10-K filed with the SEC on March 27, 2025 should be considered as they could materially affect our business, financial condition, or future results.

 

There have not been any significant changes with respect to the risks described in our 2024 Annual Report on Form 10-K, other than the items noted below.

 

Risks Related to the Pending Acquisition by DICK'S

 

The announcement and pendency of our agreement to be acquired by DICK'S may have an adverse effect on our business results.

 

On May 15, 2025, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with DICK'S Sporting Goods, Inc. ("DICK'S"), pursuant to which DICK'S agreed to acquire us subject to the terms and conditions set forth therein. We are subject to risks in connection with the announcement and pendency of the proposed transaction which may have an adverse effect on our business, financial condition and operating results in the near term, including:

 

	•	Customers, vendors, suppliers, landlords, and other business partners may delay or defer certain business decisions, seek alternative relationships with third parties or seek to alter their present business relationships with us;
	•	The restrictions imposed on our business and operations pursuant to certain covenants set forth in the Merger Agreement may prevent us from pursuing certain opportunities, entering into certain contracts with vendors, suppliers and landlords, or taking certain other actions without approval of DICK'S;
	•	We may be unable to attract, recruit, retain and motivate current and prospective employees who may be uncertain about their future roles following completion of the proposed transaction, and our employees could lose productivity as a result of uncertainty regarding their employment following the proposed transaction;
	•	The pursuit of the transaction and planning for the integration may place a significant burden on management and other internal resources, and the diversion of management’s attention away from day-to-day business concerns and other opportunities that may have been beneficial to us could adversely affect our business, financial condition and operating results; and
	•	The Merger Agreement may discourage other companies from trying to acquire us for greater consideration than what DICK'S has agreed to pay pursuant to the Merger Agreement.

 

 

The failure to complete the transaction could have a material and adverse effect on our business, results of operations, financial condition, cash flows, and stock price.

 

The transaction is subject to the satisfaction or waiver of customary closing conditions, including, among others, adoption of the Merger Agreement by our shareholders, the expiration or termination of the waiting period under the HSR Act, and clearance under the antitrust laws of certain other jurisdictions. On August 22, 2025, Foot Locker received shareholder approval for the Merger. The waiting period under the HSR Act expired at 11:59 p.m. Eastern time on August 25, 2025 and all required regulatory approvals to complete the transaction have been received. The Company expects the transaction will close on September 8, 2025. There is no assurance that all of the various conditions will be satisfied, or that the transaction will be completed on the proposed terms, within the expected timeframe or at all. The closing of the transaction may be delayed, and the transaction may ultimately not be completed, due to a number of factors, including:

 

	•	Potential future shareholder litigation and other legal and regulatory proceedings, which could delay or prevent the transaction; and
	•	The failure to satisfy the other conditions to the completion of the transaction.

 

If the transaction does not close, we may suffer other consequences that could adversely affect our business, financial condition, operating results, cash flows and stock price, and our shareholders would be exposed to additional risks, including:

 

	•	To the extent that the current market price of our stock reflects an assumption that the transaction will be completed, the price of our common stock could decrease if the transaction is not completed;
	•	Investor confidence in us could decline, shareholder litigation could be brought against us, relationships with existing and prospective vendors, suppliers, landlords, and other business partners may be adversely impacted, we may be unable to hire or retain key personnel, and our operating results and cash flows may be adversely impacted due to costs incurred in connection with the transaction;
	•	Failure to complete the proposed transaction may result in negative publicity and a negative impression of us in the investment community;
	•	Any disruptions to our business resulting from the announcement and pendency of the transaction, including adverse changes in our relationships with employees, and business partners, may continue or intensify in the event the transaction is not consummated or is significantly delayed; and
	•	We would have incurred significant costs, including professional services fees and other transaction costs, in connection with the proposed transaction that we would be unable to recover.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

The table below provides information with respect to shares of the Company’s common stock for the thirteen weeks ended August 2, 2025.

 ​

Date Purchased		Total Number of Shares Purchased (1)				Average Price Paid Per Share (1)				Total Number of Shares Purchased as Part of Publicly Announced Program (2)				Dollar Value of Shares that may yet be Purchased Under the Program (2)
May 4 to May 31, 2025			2,022			$	23.77				—			$	1,103,814,042
June 1 to July 5, 2025			6,409				24.26				—				1,103,814,042
July 6 to August 2, 2025			621				24.65				—				1,103,814,042
​			9,052			$	24.18				—

 

(1)	These columns include shares acquired in satisfaction of the tax withholding obligations of holders of restricted stock units, which vested during the quarter.
(2)	On February 24, 2022, the Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $1.2 billion of its common stock, and this program does not have an expiration date.

 

Item 3. Defaults Upon Senior Securities

 

Not applicable.

 

 

Item 4. Mine Safety Disclosures

 

Not applicable.

Item 5. Other Information

 

During the quarter ended August 2, 2025, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (as each term is defined in Item 408 of Regulation S-K).

 

Item 6. Exhibits

 

Exhibit No.		Description
31.1*	​	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	​	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**	​	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	​	Inline XBRL Instance Document.
101.SCH*	​	Inline XBRL Taxonomy Extension Schema.
101.CAL*	​	Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF*	​	Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB*	​	Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE*	​	Inline XBRL Taxonomy Extension Presentation Linkbase.
104*	​	Cover Page Interactive Data File (embedded within the Inline XBRL datafile and contained in Exhibit 101).

 ​

*	Filed herewith
**	Furnished herewith

 

 ​

SIGNATURE

 

Pursuant to the requirements 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.

 

 

Date: September 2, 2025	FOOT LOCKER, INC.
​	​
​	​
​	/s/ Michael Baughn
​	MICHAEL BAUGHN
​	Executive Vice President and Chief Financial Officer