Index Changes - United Parks & Resorts Inc. (NYSE: PRKS) will be added to the S&P SmallCap 600, replacing Foot Locker Inc. (NYSE: FL), effective September 8, 2025 [1][4] - TechnipFMC plc (NYSE: FTI) will be added to the S&P MidCap 400, replacing Skechers USA Inc. (NYSE: SKX), effective September 12, 2025 [1][4] Acquisition Details - Dick's Sporting Goods Inc. (NYSE: DKS) is acquiring Foot Locker, with the deal expected to be completed soon, pending final closing conditions [4] - 3G Capital is acquiring Skechers USA, with the deal also expected to be completed soon, pending final conditions [4]

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive loss/income, changes in shareholders' equity, and cash flows, along with detailed notes explaining significant accounting policies, revenue breakdown, segment information, impairment charges, and the pending merger agreement [Condensed Consolidated Balance Sheets (Unaudited)](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(Unaudited)) **Condensed Consolidated Balance Sheets (Unaudited) - Key Figures ($ in millions):** | Item | August 2, 2025 | August 3, 2024 | February 1, 2025 | | :-------------------------------- | :------------- | :------------- | :--------------- | | **ASSETS** | | | | | Total Current Assets | $2,372 | $2,343 | $2,259 | | Property and equipment, net | $899 | $905 | $910 | | Operating lease right-of-use assets | $2,052 | $2,173 | $2,061 | | Goodwill | $655 | $764 | $759 | | Total Assets | $6,507 | $6,953 | $6,748 | | **LIABILITIES AND SHAREHOLDERS' EQUITY** | | | | | Total Current Liabilities | $1,489 | $1,412 | $1,330 | | Total Liabilities | $3,929 | $4,056 | $3,839 | | Total Shareholders' Equity | $2,578 | $2,897 | $2,909 | [Condensed Consolidated Statements of Operations (Unaudited)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20(Unaudited)) **Condensed Consolidated Statements of Operations (Unaudited) - Key Figures ($ in millions, except per share amounts):** | Item | Thirteen weeks ended Aug 2, 2025 | Thirteen weeks ended Aug 3, 2024 | Twenty-six weeks ended Aug 2, 2025 | Twenty-six weeks ended Aug 3, 2024 | | :---------------------------------- | :------------------------------- | :------------------------------- | :--------------------------------- | :------------------------------- | | Total revenue | $1,857 | $1,900 | $3,651 | $3,779 | | (Loss) income from operations | $(26) | $(9) | $(297) | $9 | | Loss before income taxes | $(30) | $(14) | $(300) | $(1) | | Net loss | $(38) | $(12) | $(401) | $(4) | | Basic loss per share | $(0.39) | $(0.13) | $(4.20) | $(0.04) | | Diluted loss per share | $(0.39) | $(0.13) | $(4.20) | $(0.04) | [Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20(Loss)%20Income%20(Unaudited)) **Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) - Key Figures ($ in millions):** | Item | Thirteen weeks ended Aug 2, 2025 | Thirteen weeks ended Aug 3, 2024 | Twenty-six weeks ended Aug 2, 2025 | Twenty-six weeks ended Aug 3, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :--------------------------------- | :------------------------------- | | Net loss | $(38) | $(12) | $(401) | $(4) | | Other comprehensive (loss) income, net of income tax | $(2) | $15 | $56 | $(4) | | Comprehensive (loss) income | $(40) | $3 | $(345) | $(8) | [Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Equity%20(Unaudited)) **Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - Key Figures ($ in millions):** | Item | Balance at Feb 1, 2025 | Net loss (26 weeks) | Other comprehensive income (26 weeks) | Balance at Aug 2, 2025 | | :------------------------------------ | :--------------------- | :------------------ | :------------------------------------ | :--------------------- | | Common Stock & Paid-In Capital | $802 | $15 | — | $817 | | Treasury Stock | $(4) | $(3) | — | $(5) | | Retained Earnings | $2,494 | $(401) | — | $2,093 | | Accumulated Other Comprehensive Loss | $(383) | — | $56 | $(327) | | Total Shareholders' Equity | $2,909 | $(401) | $56 | $2,578 | [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited)) **Condensed Consolidated Statements of Cash Flows (Unaudited) - Key Figures ($ in millions):** | Item | Twenty-six weeks ended Aug 2, 2025 | Twenty-six weeks ended Aug 3, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | | Net cash provided by operating activities | $2 | $126 | | Net cash used in investing activities | $(102) | $(133) | | Net cash used in financing activities | $(3) | $(5) | | Net change in cash, cash equivalents, and restricted cash | $(102) | $(12) | | Cash, cash equivalents, and restricted cash at end of period | $328 | $322 | [Notes to the Unaudited Condensed Consolidated Financial Statements (Unaudited)](index=9&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) [1. Summary of Significant Accounting Policies](index=9&type=section&id=1.%20Summary%20of%20Significant%20Accounting%20Policies) This section outlines the Company's operational structure and the key accounting principles applied in preparing the financial statements - Foot Locker, Inc. operates as a leading footwear and apparel retailer across North America, Europe, and Asia Pacific, utilizing an integrated omni-channel approach including stores, websites, apps, and social channels. All operating segments are aggregated into one reportable segment due to shared customer base and similar economic characteristics[28](index=28&type=chunk) - The financial statements are prepared in accordance with U.S. GAAP and SEC rules, relying on management estimates for goodwill, other intangible assets, loss contingencies, lease liabilities, right-of-use assets, and deferred tax assets[29](index=29&type=chunk)[31](index=31&type=chunk) [2. Revenue](index=9&type=section&id=2.%20Revenue) This section provides a detailed breakdown of the Company's revenue by sales channel, geographic region, and operating banner **Sales Disaggregated by Channel ($ in millions):** | Sales by Channel | Thirteen weeks ended Aug 2, 2025 | Thirteen weeks ended Aug 3, 2024 | Twenty-six weeks ended Aug 2, 2025 | Twenty-six weeks ended Aug 3, 2024 | | :----------------- | :------------------------------- | :------------------------------- | :--------------------------------- | :------------------------------- | | 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 | $3,779 | **Revenue by Geography ($ in millions):** | Revenue by Geography | Thirteen weeks ended Aug 2, 2025 | Thirteen weeks ended Aug 3, 2024 | Twenty-six weeks ended Aug 2, 2025 | Twenty-six weeks ended Aug 3, 2024 | | :------------------- | :------------------------------- | :------------------------------- | :--------------------------------- | :------------------------------- | | 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 | $3,779 | **Sales by Banner and Operating Segment ($ in millions):** | Banner/Segment | Thirteen weeks ended Aug 2, 2025 | Thirteen weeks ended Aug 3, 2024 | Twenty-six weeks ended Aug 2, 2025 | Twenty-six weeks ended Aug 3, 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 | | North America Total | $1,346 | $1,332 | $2,685 | $2,701 | | EMEA | $401 | $445 | $747 | $839 | | Asia Pacific | $104 | $119 | $207 | $230 | | Total sales | $1,851 | $1,896 | $3,639 | $3,770 | [3. Segment Information](index=11&type=section&id=3.%20Segment%20Information) This section details the Company's operating segments and how management evaluates their performance and allocates resources - The Company operates one reportable segment, with the CEO evaluating performance and allocating resources based on 'division profit,' which is income before income taxes, impairment, corporate expense, interest, and other non-operating items[41](index=41&type=chunk) **Segment Results - Division Profit ($ in millions):** | Item | Thirteen weeks ended Aug 2, 2025 | Thirteen weeks ended Aug 3, 2024 | Twenty-six weeks ended Aug 2, 2025 | Twenty-six weeks ended Aug 3, 2024 | | :------------- | :------------------------------- | :------------------------------- | :--------------------------------- | :------------------------------- | | Total revenue | $1,857 | $1,900 | $3,651 | $3,779 | | Division profit | $2 | $17 | $29 | $60 | | (Loss) income from operations | $(26) | $(9) | $(297) | $9 | | Loss before income taxes | $(30) | $(14) | $(300) | $(1) | [4. Impairment and Other](index=12&type=section&id=4.%20Impairment%20and%20Other) This section details the impairment charges and other significant non-recurring costs incurred by the Company **Impairment and Other Charges ($ in millions):** | Item | Thirteen weeks ended Aug 2, 2025 | Thirteen weeks ended Aug 3, 2024 | Twenty-six weeks ended Aug 2, 2025 | Twenty-six weeks ended Aug 3, 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 twenty-six weeks ended August 2, 2025, the Company recorded significant non-cash impairment charges: **$140 million** for the WSS tradename and **$110 million** for goodwill, triggered by a reduction in stock price, market capitalization, and macroeconomic factors. Additionally, **$15 million** in acquisition-related costs and **$5 million** in reorganization costs were incurred[50](index=50&type=chunk)[52](index=52&type=chunk) [5. Other (Expense) Income, net](index=13&type=section&id=5.%20Other%20(Expense)%20Income,%20net) This section presents the Company's other non-operating income and expenses, including divestiture gains and pension costs **Other (Expense) Income, net ($ in millions):** | Item | Thirteen weeks ended Aug 2, 2025 | Thirteen weeks ended Aug 3, 2024 | Twenty-six weeks ended Aug 2, 2025 | Twenty-six weeks ended Aug 3, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :--------------------------------- | :------------------------------- | | Foot Locker Greece and Romania divestiture | $1 | $— | $6 | $— | | Pension and postretirement net benefit expense | $(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) | - The Company recognized a **$6 million** gain from the divestiture of its Greece and Romania businesses, with **$1 million** recognized in Q2 2025 due to working capital adjustments. Other expenses primarily include pension and postretirement net benefit expenses and losses from minority investments[53](index=53&type=chunk) [6. Cash, Cash Equivalents, and Restricted Cash](index=13&type=section&id=6.%20Cash,%20Cash%20Equivalents,%20and%20Restricted%20Cash) This section provides a breakdown of the Company's cash, cash equivalents, and restricted cash balances **Cash, Cash Equivalents, and Restricted Cash ($ in millions):** | Item | August 2, 2025 | August 3, 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 | - Restricted cash primarily relates to amounts held in escrow for various leasing arrangements in Europe[55](index=55&type=chunk) [7. Goodwill and Other Intangible Assets, net](index=13&type=section&id=7.%20Goodwill%20and%20Other%20Intangible%20Assets,%20net) This section details the Company's goodwill and other intangible assets, including impairment charges and changes in balances - A triggering event in Q1 2025, driven by a decline in market capitalization and macroeconomic factors, led to a quantitative impairment analysis. This resulted in a full impairment of **$29 million** for EMEA goodwill and a partial impairment of **$81 million** for Asia Pacific goodwill. Additionally, a **$140 million** impairment was recorded on the WSS tradename due to lower forecasted cash flows[57](index=57&type=chunk)[58](index=58&type=chunk)[59](index=59&type=chunk) **Changes in Goodwill ($ in millions):** | Item | August 2, 2025 | | :-------------------------- | :------------- | | Goodwill at beginning of year | $759 | | Impairment | $(110) | | Foreign currency fluctuations | $6 | | Goodwill balance | $655 | [8. Accumulated Other Comprehensive Loss](index=14&type=section&id=8.%20Accumulated%20Other%20Comprehensive%20Loss) This section provides a detailed breakdown of the components of accumulated other comprehensive loss and their changes **Accumulated Other Comprehensive Loss (AOCL) ($ in millions):** | Item | August 2, 2025 | August 3, 2024 | February 1, 2025 | | :------------------------------------ | :------------- | :------------- | :--------------- | | Foreign currency translation adjustments | $(154) | $(183) | $(208) | | Hedge contracts | $1 | $1 | $— | | Unrecognized pension cost and postretirement benefit | $(174) | $(188) | $(175) | | Total AOCL | $(327) | $(370) | $(383) | **Changes in AOCL for the twenty-six weeks ended August 2, 2025 ($ in millions):** | Item | Foreign Currency Translation Adjustments | Hedge Contracts | Pension and Postretirement Benefits | Total | | :------------------------------------ | :------------------------------------- | :-------------- | :---------------------------------- | :---- | | Balance as of February 1, 2025 | $(208) | $— | $(175) | $(383) | | Other comprehensive income | $54 | $1 | $1 | $56 | | Balance as of August 2, 2025 | $(154) | $1 | $(174) | $(327) | [9. Income Taxes](index=15&type=section&id=9.%20Income%20Taxes) This section details the Company's income tax expense (benefit) and effective tax rate, including factors influencing these figures **Income Tax Expense (Benefit) and Effective Tax Rate ($ in millions):** | Item | Thirteen weeks ended Aug 2, 2025 | Thirteen weeks ended Aug 3, 2024 | Twenty-six weeks ended Aug 2, 2025 | Twenty-six weeks ended Aug 3, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :--------------------------------- | :------------------------------- | | Income tax expense (benefit) | $8 | $(2) | $101 | $3 | | Effective tax rate | (25.5)% | 14.9% | (33.5)% | n.m. | - The effective tax rate for the twenty-six weeks ended August 2, 2025, was **negative 33.5%**, primarily due to a **$117 million** valuation allowance recorded on deferred tax assets related to European businesses' net operating loss carryforwards and a **$110 million** non-deductible goodwill impairment charge[64](index=64&type=chunk)[138](index=138&type=chunk)[139](index=139&type=chunk) [10. Fair Value Measurements](index=16&type=section&id=10.%20Fair%20Value%20Measurements) This section describes the Company's assets and liabilities measured at fair value, distinguishing between recurring and nonrecurring measurements **Assets and Liabilities Measured at Fair Value on a Recurring Basis ($ in millions):** | Item | As of August 2, 2025 (Level 2) | As of August 3, 2024 (Level 2) | | :------------------------------------ | :----------------------------- | :----------------------------- | | Available-for-sale security | $6 | $6 | | Foreign exchange forward contracts (assets) | $3 | $1 | | Cross-currency swap contract (assets) | $14 | $12 | | Total assets | $23 | $19 | | Foreign exchange forward contracts (liabilities) | $5 | $1 | | Total liabilities | $5 | $1 | - Nonrecurring fair value measurements include **$140 million** impairment on the WSS tradename and **$110 million** impairment on goodwill, both measured using Level 3 inputs based on discounted cash flow methods. Cumulative impairments on minority investments totaled **$566 million** as of August 2, 2025[68](index=68&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk) [11. Earnings Per Share](index=17&type=section&id=11.%20Earnings%20Per%20Share) This section presents the Company's basic and diluted earnings per share calculations **Earnings Per Share (EPS) ($ in millions, except per share data):** | Item | Thirteen weeks ended Aug 2, 2025 | Thirteen weeks ended Aug 3, 2024 | Twenty-six weeks ended Aug 2, 2025 | Twenty-six weeks ended Aug 3, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :--------------------------------- | :------------------------------- | | Net loss | $(38) | $(12) | $(401) | $(4) | | Weighted-average common shares outstanding | 95.6 | 95.0 | 95.4 | 94.8 | | Diluted loss per share | $(0.39) | $(0.13) | $(4.20) | $(0.04) | | Anti-dilutive share-based awards excluded | 4.3 | 4.0 | 4.1 | 4.0 | [12. Share-Based Compensation](index=17&type=section&id=12.%20Share-Based%20Compensation) This section details the share-based compensation expense recognized by the Company and the shares available for future grants **Share-Based Compensation Expense ($ in millions):** | Item | Thirteen weeks ended Aug 2, 2025 | Thirteen weeks ended Aug 3, 2024 | Twenty-six weeks ended Aug 2, 2025 | Twenty-six weeks ended Aug 3, 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 | - Shareholders approved an increase of **4,300,000 shares** available for grant under the 2007 Stock Incentive Plan. As of August 2, 2025, **7,186,512 shares** were available for issuance. Total unrecognized compensation cost related to nonvested awards was **$46 million**[77](index=77&type=chunk)[81](index=81&type=chunk) [13. Legal Proceedings](index=19&type=section&id=13.%20Legal%20Proceedings) This section provides an overview of the Company's involvement in legal matters and management's assessment of their potential impact - The Company is involved in ordinary, routine litigation incidental to its business, including commercial, intellectual property, customer, environmental, and employment-related claims. Management does not believe the outcome of these proceedings will have a material adverse effect on the consolidated financial position, liquidity, or results of operations[82](index=82&type=chunk)[83](index=83&type=chunk) [14. Merger Agreement](index=19&type=section&id=14.%20Merger%20Agreement) This section details the Company's pending merger agreement with DICK'S Sporting Goods, Inc., including key terms and expected closing date - On May 15, 2025, the Company entered into a Merger Agreement with DICK'S Sporting Goods, Inc. Each share of common stock will be converted into the right to receive either **$24.00** in cash or **0.1168 shares** of DICK'S common stock. Foot Locker shareholders approved the merger on August 22, 2025, and all regulatory approvals have been received. The transaction is expected to close on September 8, 2025[84](index=84&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial performance, including a business overview, detailed analysis of operating results, liquidity and capital resources, and critical accounting policies. It highlights the impact of macroeconomic factors, strategic initiatives, and the pending merger with DICK'S Sporting Goods [Business Overview](index=20&type=section&id=Business%20Overview) This section provides an overview of Foot Locker, Inc.'s business model, brand portfolio, and the status of its pending acquisition by DICK'S Sporting Goods - Foot Locker, Inc. is a leading footwear and apparel retailer, leveraging an omni-channel strategy through its portfolio of brands (Foot Locker, Kids Foot Locker, Champs Sports, WSS, and atmos). The Company is set to be acquired by DICK'S Sporting Goods, with the transaction expected to close on September 8, 2025, following shareholder and regulatory approvals[88](index=88&type=chunk)[89](index=89&type=chunk)[90](index=90&type=chunk) **Store Count:** | Store Type | August 2, 2025 | February 1, 2025 | August 3, 2024 | | :----------------- | :------------- | :--------------- | :------------- | | Operated Stores | 2,354 | 2,410 | 2,464 | | Licensed Stores | 243 | 224 | 213 | [Results of Operations](index=20&type=section&id=Results%20of%20Operations) This section analyzes the Company's financial performance, including revenue, gross margin, expenses, and profitability, for the reported periods **Operating Results Summary ($ in millions):** | Item | Thirteen weeks ended Aug 2, 2025 | Thirteen weeks ended Aug 3, 2024 | Twenty-six weeks ended Aug 2, 2025 | Twenty-six weeks ended Aug 3, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :--------------------------------- | :------------------------------- | | Total revenue | $1,857 | $1,900 | $3,651 | $3,779 | | Division profit | $2 | $17 | $29 | $60 | | (Loss) income from operations | $(26) | $(9) | $(297) | $9 | | Loss before income taxes | $(30) | $(14) | $(300) | $(1) | [Reconciliation of Non-GAAP Measures](index=21&type=section&id=Reconciliation%20of%20Non-GAAP%20Measures) This section provides reconciliations of non-GAAP financial measures, such as adjusted pre-tax income and adjusted net income, to their most directly comparable GAAP measures **Adjusted Pre-tax (Loss) Income (Non-GAAP) ($ in millions):** | Item | Thirteen weeks ended Aug 2, 2025 | Thirteen weeks ended Aug 3, 2024 | Twenty-six weeks ended Aug 2, 2025 | Twenty-six weeks ended Aug 3, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :--------------------------------- | :------------------------------- | | (Loss) income before income taxes (GAAP) | $(30) | $(14) | $(300) | $(1) | | 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) | $24 | **Adjusted Net (Loss) Income and EPS (Non-GAAP) ($ in millions, except per share amounts):** | Item | Thirteen weeks ended Aug 2, 2025 | Thirteen weeks ended Aug 3, 2024 | Twenty-six weeks ended Aug 2, 2025 | Twenty-six weeks ended Aug 3, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :--------------------------------- | :------------------------------- | | Net loss (GAAP) | $(38) | $(12) | $(401) | $(4) | | Impairment and other, net of tax | $11 | $8 | $248 | $19 | | Other expense / income, net of tax | $(1) | $— | $(5) | $2 | | Tax valuation allowance and deferred tax cost write off | $1 | $— | $125 | $— | | Adjusted net (loss) income (non-GAAP) | $(27) | $(4) | $(33) | $17 | | Diluted loss per share (GAAP) | $(0.39) | $(0.13) | $(4.20) | $(0.04) | | Adjusted diluted (loss) earnings per share (non-GAAP) | $(0.27) | $(0.05) | $(0.34) | $0.18 | [Segment Reporting and Results of Operations](index=22&type=section&id=Segment%20Reporting%20and%20Results%20of%20Operations) This section describes the Company's operating segments and how their performance contributes to the overall results of operations - The Company has three operating segments: North America (Foot Locker, Champs Sports, Kids Foot Locker, WSS), EMEA (Foot Locker, Kids Foot Locker), and Asia Pacific (Foot Locker, atmos). These are aggregated into one reportable segment due to shared customer base and similar economic characteristics[105](index=105&type=chunk) [Sales](index=22&type=section&id=Sales) This section analyzes the Company's sales performance, including total sales, comparable sales growth, and sales metrics by channel **Total Sales and Comparable Sales Growth ($ in millions):** | Item | Thirteen weeks ended Aug 2, 2025 | % Change | Twenty-six weeks ended Aug 2, 2025 | % Change | | :------------------------------------ | :------------------------------- | :------- | :--------------------------------- | :------- | | Total sales | $1,851 | (2.4)% | $3,639 | (3.5)% | | Total sales (excluding FX) | $1,781 | (3.7)% | $3,625 | (4.1)% | | Comparable sales (combined channels) | (2.0)% | | (2.3)% | | **Sales Metrics by Channel:** | Item | Thirteen weeks ended Aug 2, 2025 | % Change | % of Total Sales | Twenty-six weeks ended Aug 2, 2025 | % Change | % of Total Sales | | :------------------------------------ | :------------------------------- | :------- | :--------------- | :--------------------------------- | :------- | :--------------- | | Store sales | $1,517 | (4.8)% | 82.0% | $2,972 | (5.6)% | 81.7% | | Store comparable sales | (4.3)% | | | (4.3)% | | | | Direct-to-customers sales | $334 | 10.6% | 18.0% | $667 | 7.2% | 18.3% | | Direct-to-customers comparable sales | 10.3% | | | 7.8% | | | - Comparable sales decreased in stores due to macroeconomic headwinds, lower consumer discretionary spending, and reduced demand for key basketball footwear styles. This was partially offset by increased direct-to-customer sales, driven by improved digital product launches and technology investments. North America saw constant currency sales increases in Foot Locker, Kids Foot Locker, and Champs Sports, but WSS declined. EMEA and Asia Pacific experienced negative constant currency sales due to macroeconomic uncertainty and store closures[112](index=112&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) [Gross Margin](index=24&type=section&id=Gross%20Margin) This section analyzes the Company's gross margin performance, including the gross margin rate and factors influencing its changes **Gross Margin Analysis ($ in millions):** | Item | Thirteen weeks ended Aug 2, 2025 | % of Total Sales | Thirteen weeks ended Aug 3, 2024 | % of Total Sales | Twenty-six weeks ended Aug 2, 2025 | % of Total Sales | Twenty-six weeks ended Aug 3, 2024 | % of Total Sales | | :------------------------------------ | :------------------------------- | :--------------- | :------------------------------- | :--------------- | :--------------------------------- | :--------------- | :------------------------------- | :--------------- | | Cost of merchandise | $1,105 | 59.7% | $1,123 | 59.2% | $2,142 | 58.8% | $2,209 | 58.6% | | Occupancy and buyers' compensation | $244 | 13.2% | $250 | 13.2% | $487 | 13.4% | $499 | 13.2% | | Total cost of sales | $1,349 | | $1,373 | | $2,629 | | $2,708 | | | Gross margin rate | 27.1% | | 27.6% | | 27.8% | | 28.2% | | | Basis point change | (50) | | | | (40) | | | | - The gross margin rate decreased by **50 basis points** for the thirteen weeks and **40 basis points** for the twenty-six weeks ended August 2, 2025, primarily due to increased promotional activity, markdowns to manage inventory, and lower vendor allowances. For the twenty-six weeks, occupancy and buyers' compensation deleveraged due to fixed costs against declining sales[118](index=118&type=chunk)[119](index=119&type=chunk) [Selling, General and Administrative Expenses (SG&A)](index=24&type=section&id=Selling,%20General%20and%20Administrative%20Expenses%20(SG%26A)) This section analyzes the Company's selling, general, and administrative expenses, including changes in absolute amounts and as a percentage of sales **Selling, General and Administrative Expenses (SG&A) ($ in millions):** | Item | Thirteen weeks ended Aug 2, 2025 | % Change | % of Sales | Twenty-six weeks ended Aug 2, 2025 | % Change | % of Sales | | :------------------------------------ | :------------------------------- | :------- | :--------- | :--------------------------------- | :------- | :--------- | | SG&A | $468 | (1.7)% | 25.3% | $926 | (1.2)% | 25.4% | | SG&A (excluding FX) | $461 | (3.2)% | | $919 | (2.0)% | | - SG&A expenses decreased by **$8 million (1.7%)** for the thirteen weeks and **$11 million (1.2%)** for the twenty-six weeks, primarily due to cost optimization and expense discipline, partially offset by technology investments. As a percentage of sales, SG&A increased by **20 basis points** and **50 basis points**, respectively, due to sales decline[120](index=120&type=chunk) [Depreciation and Amortization](index=25&type=section&id=Depreciation%20and%20Amortization) This section details the Company's depreciation and amortization expenses and the factors influencing their stability **Depreciation and Amortization Expense ($ in millions):** | Item | Thirteen weeks ended Aug 2, 2025 | Thirteen weeks ended Aug 3, 2024 | Twenty-six weeks ended Aug 2, 2025 | Twenty-six weeks ended Aug 3, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :--------------------------------- | :------------------------------- | | Depreciation and amortization | $51 | $51 | $102 | $102 | | % Change | —% | | —% | | - Depreciation and amortization expense remained flat for both periods, as increases from capital expenditures were offset by fewer operating stores and lower depreciation/amortization from prior impairment charges. The full amortization of WSS and atmos customer list intangible assets by Q3 2024 also contributed to reduced expense[122](index=122&type=chunk) [Impairment and Other](index=25&type=section&id=Impairment%20and%20Other) This section details the impairment charges and other significant non-recurring costs incurred by the Company during the reported periods - For the thirteen weeks ended August 2, 2025, the Company incurred **$15 million** in acquisition-related costs for the pending DICK'S merger, a net credit of **$2 million** for impairment (including a **$9 million** benefit from South Korea lease terminations offset by **$4 million** in long-lived asset impairment and **$3 million** accelerated tenancy), and **$2 million** in reorganization costs[123](index=123&type=chunk) - For the twenty-six weeks ended August 2, 2025, non-cash impairment charges included **$140 million** for the WSS tradename and **$110 million** for goodwill, triggered by stock price decline and macroeconomic factors. Additionally, **$15 million** in long-lived asset impairment and **$8 million** in accelerated tenancy/lease termination charges were recorded due to global headquarters relocation and business shutdowns in South Korea, Denmark, Norway, and Sweden[124](index=124&type=chunk) [Corporate Expense](index=25&type=section&id=Corporate%20Expense) This section analyzes the Company's corporate expenses, including changes and the factors driving them **Corporate Expense ($ in millions):** | Item | Thirteen weeks ended Aug 2, 2025 | Thirteen weeks ended Aug 3, 2024 | Twenty-six weeks ended Aug 2, 2025 | Twenty-six weeks ended Aug 3, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :--------------------------------- | :------------------------------- | | Corporate expense | $13 | $17 | $35 | $28 | | $ Change | $(4) | | $7 | | - Corporate expense decreased by **$4 million** for the thirteen weeks due to lower incentive compensation, partially offset by IT investments. For the twenty-six weeks, it increased by **$7 million**, primarily driven by ongoing IT investments, also partially offset by lower incentive compensation[126](index=126&type=chunk)[128](index=128&type=chunk) [Operating Results](index=26&type=section&id=Operating%20Results) This section summarizes the Company's division profit and its margin, highlighting factors impacting profitability **Division Profit ($ in millions):** | Item | Thirteen weeks ended Aug 2, 2025 | Division Profit Margin | Twenty-six weeks ended Aug 2, 2025 | Division Profit Margin | | :------------------------------------ | :------------------------------- | :--------------------- | :--------------------------------- | :--------------------- | | Division profit | $2 | 0.1% | $29 | 0.8% | - Division profit margin decreased to **0.1%** and **0.8%** for the thirteen and twenty-six weeks, respectively, due to lower sales, reduced gross margin, and SG&A deleverage. Underperformance of the WSS banner and European Foot Locker stores negatively impacted results, prompting management to evaluate strategic initiatives for profitability improvement[129](index=129&type=chunk) [Interest Expense, Net](index=26&type=section&id=Interest%20Expense,%20Net) This section details the Company's net interest expense (income) and the factors influencing its changes **Interest Expense, Net ($ in millions):** | Item | Thirteen weeks ended Aug 2, 2025 | Thirteen weeks ended Aug 3, 2024 | Twenty-six weeks ended Aug 2, 2025 | Twenty-six weeks ended Aug 3, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :--------------------------------- | :------------------------------- | | Interest expense | $(5) | $(5) | $(11) | $(11) | | Interest income | $2 | $2 | $6 | $7 | | Interest (expense) income, net | $(3) | $(3) | $(5) | $(4) | - Net interest expense was unchanged for the thirteen weeks but increased by **$1 million** for the twenty-six weeks ended August 2, 2025, primarily due to lower interest income on cash and cash equivalents[130](index=130&type=chunk) [Other (Expense) Income, Net](index=26&type=section&id=Other%20(Expense)%20Income,%20Net) This section details the Company's other non-operating income and expenses, including divestiture gains and equity method losses **Other (Expense) Income, Net ($ in millions):** | Item | Thirteen weeks ended Aug 2, 2025 | Thirteen weeks ended Aug 3, 2024 | Twenty-six weeks ended Aug 2, 2025 | Twenty-six weeks ended Aug 3, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :--------------------------------- | :------------------------------- | | Other (expense) income, net | $(1) | $(2) | $2 | $(6) | - Other (expense) income, net, for the twenty-six weeks ended August 2, 2025, included a **$6 million** gain from the sale of Greece and Romania businesses, partially offset by **$2 million** in pension and postretirement expenses and a **$1 million** loss on equity method investments[132](index=132&type=chunk)[133](index=133&type=chunk) [Income Taxes](index=27&type=section&id=Income%20Taxes) This section analyzes the Company's provision for income taxes and effective tax rate, including the impact of valuation allowances and recent tax legislation **Provision for Income Taxes and Effective Tax Rate ($ in millions):** | Item | Thirteen weeks ended Aug 2, 2025 | Effective Tax Rate | Thirteen weeks ended Aug 3, 2024 | Effective Tax Rate | Twenty-six weeks ended Aug 2, 2025 | Effective Tax Rate | Twenty-six weeks ended Aug 3, 2024 | Effective Tax Rate | | :------------------------------------ | :------------------------------- | :----------------- | :------------------------------- | :----------------- | :--------------------------------- | :----------------- | :------------------------------- | :----------------- | | Provision for income taxes | $8 | (25.5)% | $(2) | 14.9% | $101 | (33.5)% | $3 | n.m. | - The current year's effective tax rate was significantly impacted by a **$117 million** valuation allowance on European deferred tax assets and a **$110 million** non-deductible goodwill impairment charge. The 'One Big Beautiful Bill Act' (OBBBA) signed on July 4, 2025, is being evaluated for its effects, with anticipated enhancements to near-term cash flows due to permanent extension of 100% bonus depreciation and elimination of Section 174 capitalization[138](index=138&type=chunk)[139](index=139&type=chunk)[142](index=142&type=chunk) [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the Company's sources and uses of liquidity, capital expenditure plans, and overall financial flexibility - Primary liquidity sources are cash flow from operations, used for inventory, working capital, capital expenditures (store updates, technology, supply chain), retirement plan contributions, and interest payments. The Company expects full-year capital spending of **$230 million**, plus **$20 million** for software-as-a-service implementation, totaling **$250 million**. This includes **$150 million** for store refreshes/relocations and **$80 million** for technology/supply chain initiatives[143](index=143&type=chunk)[144](index=144&type=chunk) [Operating Activities](index=28&type=section&id=Operating%20Activities) This section analyzes the net cash provided by or used in the Company's operating activities **Net Cash Provided by Operating Activities ($ in millions):** | Item | Twenty-six weeks ended Aug 2, 2025 | Twenty-six weeks ended Aug 3, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | | Net cash provided by operating activities | $2 | $126 | | $ Change | $(124) | | - The **$124 million** decrease in cash from operating activities primarily reflects a higher net loss adjusted for non-cash items, a **$50 million** increase in rent payments, a **$24 million** increase in incentive bonus payments, and a **$20 million** pension plan contribution[147](index=147&type=chunk) [Investing Activities](index=28&type=section&id=Investing%20Activities) This section analyzes the net cash provided by or used in the Company's investing activities **Net Cash Used in Investing Activities ($ in millions):** | Item | Twenty-six weeks ended Aug 2, 2025 | Twenty-six weeks ended Aug 3, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | | Net cash used in investing activities | $(102) | $(133) | | $ Change | $31 | | - The **$31 million** decrease in cash used in investing activities was driven by a **$25 million** reduction in capital expenditures and **$6 million** in proceeds from the sale of Greece and Romania businesses[148](index=148&type=chunk) [Financing Activities](index=28&type=section&id=Financing%20Activities) This section analyzes the net cash provided by or used in the Company's financing activities **Net Cash Used in Financing Activities ($ in millions):** | Item | Twenty-six weeks ended Aug 2, 2025 | Twenty-six weeks ended Aug 3, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | | Net cash used in financing activities | $(3) | $(5) | | $ Change | $2 | | - The **$2 million** decrease in cash used in financing activities was due to a **$4 million** reduction in debt issuance costs and a **$2 million** reduction in common stock repurchases for tax withholdings, partially offset by a **$4 million** reduction in proceeds from stock option exercises[149](index=149&type=chunk) [Free Cash Flow (non-GAAP measure)](index=29&type=section&id=Free%20Cash%20Flow%20(non-GAAP%20measure)) This section presents the Company's free cash flow, a non-GAAP measure, and its components **Free Cash Flow (Non-GAAP) ($ in millions):** | Item | Twenty-six weeks ended Aug 2, 2025 | Twenty-six weeks ended Aug 3, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | | Net cash provided by operating activities | $2 | $126 | | Capital expenditures | $(107) | $(132) | | Free cash flow | $(105) | $(6) | - Free cash flow, a non-GAAP measure, was **negative $105 million** for the twenty-six weeks ended August 2, 2025, a significant decrease from **negative $6 million** in the prior-year period, reflecting reduced cash from operations[153](index=153&type=chunk) [Critical Accounting Policies and Estimates](index=29&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section highlights the Company's accounting policies that require significant management judgment and estimation - The Company's critical accounting policies involve significant judgment, particularly in assessing the recoverability of goodwill and indefinite-lived intangible assets, and establishing valuation allowances for deferred tax assets[154](index=154&type=chunk)[162](index=162&type=chunk) [Recoverability of Goodwill and Indefinite-Lived Intangible Assets](index=29&type=section&id=Recoverability%20of%20Goodwill%20and%20Indefinite-Lived%20Intangible%20Assets) This section describes the Company's policy for evaluating and recognizing impairment of goodwill and indefinite-lived intangible assets - Goodwill and indefinite-lived intangible assets are reviewed for impairment annually or more frequently if indicators arise. A Q1 2025 triggering event (stock price decline, macroeconomic changes) led to a quantitative analysis, resulting in a **$29 million** full impairment for EMEA goodwill and an **$81 million** partial impairment for Asia Pacific goodwill. A **$140 million** impairment was also recorded on the WSS tradename[154](index=154&type=chunk)[156](index=156&type=chunk)[157](index=157&type=chunk)[161](index=161&type=chunk) - Future decreases in reporting unit fair values or sustained declines in market capitalization could lead to additional goodwill impairments. Similarly, deterioration in WSS or atmos performance beyond current projections may necessitate further intangible asset impairment charges[159](index=159&type=chunk)[161](index=161&type=chunk) [Valuation Allowances for Deferred Tax Assets](index=30&type=section&id=Valuation%20Allowances%20for%20Deferred%20Tax%20Assets) This section explains the Company's policy for establishing valuation allowances against deferred tax assets and the factors considered - A full valuation allowance of **$117 million** was recognized in Q1 2025 for European businesses' net operating loss carryforwards and other net deferred tax assets, as it was determined that realization was 'not more likely than not.' These allowances may be released in future years if sufficient positive evidence emerges[163](index=163&type=chunk) [Recent Accounting Pronouncements](index=30&type=section&id=Recent%20Accounting%20Pronouncements) This section addresses the impact of recently issued accounting pronouncements on the Company's financial statements - No other recently issued accounting pronouncements, beyond those disclosed in the 2024 Annual Report on Form 10-K, are believed by management to have a material effect on the Company's present or future consolidated financial statements[32](index=32&type=chunk)[165](index=165&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) There have been no significant changes in the Company's primary market risk exposures or management strategies since the 2024 Annual Report on Form 10-K - No significant changes in primary risk exposures or market risk management from the 2024 Annual Report on Form 10-K[166](index=166&type=chunk) [Item 4. Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, under the supervision of the CEO and CFO, evaluated the effectiveness of the Company's disclosure controls and procedures, concluding they were effective as of August 2, 2025. No material changes to internal control over financial reporting occurred during the quarter - The Company's CEO and CFO concluded that disclosure controls and procedures were effective as of August 2, 2025[167](index=167&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter ended August 2, 2025[168](index=168&type=chunk) [PART II - OTHER INFORMATION](index=31&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) Information regarding the Company's legal proceedings is consistent with the details provided in Note 13 of the Financial Statements - Legal proceedings information is consistent with Note 13 of the Financial Statements[169](index=169&type=chunk) [Item 1A. Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, primarily focusing on those related to the pending acquisition by DICK'S Sporting Goods. It highlights potential adverse effects on business results due to the announcement and pendency of the merger, and the significant risks associated with the transaction's failure to complete - The announcement and pendency of the acquisition by DICK'S Sporting Goods may adversely affect business results by causing customers, vendors, and employees to delay decisions or seek alternatives, imposing operational restrictions, and diverting management's attention[171](index=171&type=chunk)[172](index=172&type=chunk) - Failure to complete the transaction could materially and adversely affect the Company's business, financial condition, operating results, cash flows, and stock price, leading to decreased investor confidence, potential litigation, and continued business disruptions[173](index=173&type=chunk)[174](index=174&type=chunk)[179](index=179&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details shares of common stock acquired in satisfaction of tax withholding obligations for restricted stock units during the quarter ended August 2, 2025. It also references the ongoing $1.2 billion share repurchase program approved in February 2022 **Shares of Common Stock Acquired (Thirteen weeks ended August 2, 2025):** | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :-------------------- | :------------------------------- | :--------------------------- | | May 4 to May 31, 2025 | 2,022 | $23.77 | | June 1 to July 5, 2025 | 6,409 | $24.26 | | July 6 to August 2, 2025 | 621 | $24.65 | | Total | 9,052 | $24.18 | - These shares were acquired to satisfy tax withholding obligations for vested restricted stock units. The Company has an ongoing **$1.2 billion** share repurchase program, approved on February 24, 2022, with no expiration date, and **$1,103,814,042** remaining under the program[176](index=176&type=chunk)[177](index=177&type=chunk) [Item 3. Defaults Upon Senior Securities](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to the Company for the reporting period - Not applicable[178](index=178&type=chunk) [Item 4. Mine Safety Disclosures](index=33&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company for the reporting period - Not applicable[180](index=180&type=chunk) [Item 5. Other Information](index=33&type=section&id=Item%205.%20Other%20Information) During the quarter ended August 2, 2025, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the quarter[181](index=181&type=chunk) [Item 6. Exhibits](index=34&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including certifications from the CEO and CFO, and Inline XBRL documents **Key Exhibits:** | Exhibit No. | Description | | :---------- | :---------- | | 31.1* | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) | | 31.2* | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) | | 32** | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 | | 101.INS* | Inline XBRL Instance Document | | 104* | Cover Page Interactive Data File | [SIGNATURE](index=35&type=section&id=SIGNATURE) - The report was duly signed on behalf of Foot Locker, Inc. by Michael Baughn, Executive Vice President and Chief Financial Officer, on September 2, 2025[184](index=184&type=chunk)[185](index=185&type=chunk)

[Executive Summary](index=1&type=section&id=Executive_Summary) This section provides an overview of the CEO's remarks, highlighting sequential momentum and positive North American comparable sales, along with key financial and operational highlights for the second quarter of 2025 [CEO's Remarks](index=1&type=section&id=CEO_Remarks) CEO Mary Dillon highlighted sequential momentum and positive North American comparable sales, particularly in Foot Locker, Kids Foot Locker, and Champs Sports, despite a challenging operating environment. The company continued executing its "Lace Up Plan" and received shareholder approval for the acquisition by DICK'S Sporting Goods - Built sequential momentum and delivered positive North American comparable sales results led by Foot Locker, Kids Foot Locker, and Champs Sports banners, including a positive start to the Back-to-School season in July[3](index=3&type=chunk) - Results reflect a challenging operating environment and soft store traffic trends, particularly in WSS and international businesses[3](index=3&type=chunk) - Shareholder approval for the Company's acquisition by DICK'S Sporting Goods was recently received, and all required regulatory approvals have been obtained[3](index=3&type=chunk) [Second Quarter Key Highlights](index=1&type=section&id=Second_Quarter_Key_Highlights) Foot Locker, Inc. reported a 2.4% year-over-year total sales decrease and a 2.0% comparable sales decrease for Q2 2025. North American comparable sales increased by 1.4%. The company recorded a GAAP EPS loss of $0.39 and a Non-GAAP EPS loss of $0.27, while continuing store modernization efforts and launching an enhanced FLX Rewards Program in Europe Second Quarter 2025 Key Financial & Operational Highlights | Metric | Q2 2025 Performance | Change YoY | | :----- | :------------------ | :--------- | | Total Sales (millions) | $1,851 | Down 2.4% | | Comparable Sales (%) | Down 2.0% | - | | North American Comparable Sales (%) | Up 1.4% | Improvement vs. Q1 | | GAAP EPS Loss ($) | $0.39 | Increased loss | | Non-GAAP EPS Loss ($) | $0.27 | Increased loss | | Gross Margin (bps) | Decreased by 50 | - | | SG&A as % of Sales (bps) | Increased by 20 | - | - Continued store modernization efforts with **52 Refreshes** and opened **11 Reimagined Stores**, including the first 2 Champs Sports stores[6](index=6&type=chunk) - Successfully launched enhanced FLX Rewards Program in Europe[6](index=6&type=chunk) [Financial Performance Analysis](index=1&type=section&id=Financial_Performance_Analysis) This section analyzes the company's financial results, including GAAP consolidated statements, non-GAAP adjustments for a clearer business view, and sales performance across various banners and regions [Consolidated Statements of Operations (GAAP)](index=5&type=section&id=Consolidated_Statements_of_Operations_GAAP) For the second quarter of 2025, Foot Locker reported a total revenue of $1,857 million, a net loss of $38 million, and a diluted loss per share of $0.39. These figures represent a decline compared to the prior-year period, with a significant increase in impairment and other expenses year-to-date Condensed Consolidated Statements of Operations (GAAP) | Metric (in millions, except per share) | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :----------------------------------- | :------ | :------ | :------- | :------- | | Sales | $1,851 | $1,896 | $3,639 | $3,770 | | Total revenue | $1,857 | $1,900 | $3,651 | $3,779 | | Cost of sales | $1,349 | $1,373 | $2,629 | $2,708 | | Selling, general and administrative expenses | $468 | $476 | $926 | $937 | | Impairment and other | $15 | $9 | $291 | $23 | | (Loss) income from operations | $(26) | $(9) | $(297) | $9 | | Net loss | $(38) | $(12) | $(401) | $(4) | | Diluted (loss) earnings per share | $(0.39) | $(0.13) | $(4.20) | $(0.04) | [Non-GAAP Financial Measures and Reconciliation](index=5&type=section&id=Non_GAAP_Financial_Measures_and_Reconciliation) The company provides non-GAAP financial measures to exclude items like minority investment gains/losses, impairments, and certain non-recurring tax matters, aiming to offer a clearer view of core business performance. For Q2 2025, adjusted net loss was $27 million, and adjusted diluted loss per share was $0.27, both higher than the prior year - Non-GAAP measures exclude gains/losses related to minority investments, impairments and other, and certain nonrecurring or unusual tax matters to assist investors in comparing performance across reporting periods[21](index=21&type=chunk)[23](index=23&type=chunk) Non-GAAP Reconciliation | Metric (in millions, except per share) | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :----------------------------------- | :------ | :------ | :------- | :------- | | Adjusted income before income taxes (non-GAAP) | $(16) | $(5) | $(14) | $24 | | Adjusted net (loss) income (non-GAAP) | $(27) | $(4) | $(33) | $17 | | Adjusted diluted (loss) earnings per share (non-GAAP) | $(0.27) | $(0.05) | $(0.34) | $0.18 | [Notes on Non-GAAP Adjustments](index=7&type=section&id=Notes_on_Non_GAAP_Adjustments) Key non-GAAP adjustments for Q2 and YTD 2025 included $15 million in acquisition-related expenses, significant non-cash impairment charges of $140 million for the WSS tradename and $110 million for goodwill year-to-date, and a $117 million tax valuation allowance on European deferred tax assets in Q1 2025 - Q2 2025 included **$15 million of expenses** related to the pending acquisition by DICK'S Sporting Goods, covering legal, investment banking, and employee retention costs[26](index=26&type=chunk) - Year-to-date 2025 included non-cash impairment charges of **$140 million for the WSS tradename** and **$110 million for goodwill**, triggered by a reduction in stock price and macroeconomic factors[27](index=27&type=chunk) - In Q1 2025, a **$117 million valuation allowance** was recorded on European deferred tax assets due to market weakness, along with a **$7 million write-off** of deferred tax costs[28](index=28&type=chunk) [Sales by Banner and Region](index=8&type=section&id=Sales_by_Banner_and_Region) North America saw a comparable sales increase of 1.4%, with Champs Sports achieving its fourth consecutive quarter of positive growth at 2.0%. However, this was offset by declines in European and Asia Pacific businesses, which decreased by 10.3% and 6.4% respectively Sales by Banner and Region (Comparable Sales Growth) | Banner/Region | Q2 2025 Comparable Sales (%) | YTD 2025 Comparable Sales (%) | | :------------ | :----------------------- | :------------------------ | | Foot Locker (NA) | 1.8 | 0.4 | | Champs Sports | 2.0 | 1.2 | | Kids Foot Locker | 7.6 | 5.3 | | WSS | (8.1) | (6.3) | | North America Total | 1.4 | 0.4 | | EMEA Total | (11.4) | (10.8) | | Asia Pacific Total | (6.4) | (4.6) | | Total Company | (2.0) | (2.3) | - Champs Sports banner generated a comparable increase of **2.0%**, representing its fourth consecutive quarter of positive comparable sales growth[7](index=7&type=chunk) - Excluding WSS, comparable sales in North America increased by **2.6%**[7](index=7&type=chunk) [Financial Position](index=3&type=section&id=Financial_Position) This section details the company's financial health, including its balance sheet with cash, debt, and inventory levels, and its cash flow statement reflecting operating, investing, and financing activities [Balance Sheet](index=3&type=section&id=Balance_Sheet) As of August 2, 2025, the company reported $299 million in cash and cash equivalents and total debt of $444 million. Merchandise inventories increased by 3.7% year-over-year to $1,709 million, primarily due to a strategic pull-forward of fall product and foreign exchange fluctuations Condensed Consolidated Balance Sheets | Metric (in millions) | August 2, 2025 | August 3, 2024 | Change | | :------------------- | :------------- | :------------- | :----- | | Cash and cash equivalents | $299 | $291 | +$8 | | Merchandise inventories | $1,709 | $1,648 | +$61 | | Total Assets | $6,507 | $6,953 | -$446 | | Total Liabilities | $3,929 | $4,056 | -$127 | | Total Shareholders' Equity | $2,578 | $2,897 | -$319 | - Merchandise inventories were **$1,709 million**, **3.7% higher** than the prior year, largely due to a strategic pull-forward of fall product and a **100 basis point** change related to foreign exchange[10](index=10&type=chunk) [Cash Flow Statement](index=10&type=section&id=Cash_Flow_Statement) For the twenty-six weeks ended August 2, 2025, net cash provided by operating activities was $2 million, a significant decrease from $126 million in the prior year. Net cash used in investing activities was $102 million, and net cash used in financing activities was $3 million, resulting in a net decrease in cash of $102 million Condensed Consolidated Statement of Cash Flows (YTD) | Activity (in millions) | YTD August 2, 2025 | YTD August 3, 2024 | | :--------------------- | :----------------- | :----------------- | | Net cash provided by operating activities | $2 | $126 | | Net cash used in investing activities | $(102) | $(133) | | Net cash used in financing activities | $(3) | $(5) | | Net change in cash, cash equivalents, and restricted cash | $(102) | $(12) | | Cash, cash equivalents, and restricted cash at end of period | $328 | $322 | [Operational and Strategic Updates](index=1&type=section&id=Operational_and_Strategic_Updates) This section provides updates on the company's store base, including openings, closures, and remodels, alongside details regarding the pending acquisition by DICK'S Sporting Goods [Store Base Update](index=3&type=section&id=Store_Base_Update) During Q2 2025, Foot Locker opened 2 new stores and closed 11, while remodeling or relocating 14 stores and refreshing 52. As of August 2, 2025, the company operated 2,354 stores globally, a decrease from 2,410 stores at the beginning of the year - During Q2, the Company opened **2 new stores** and closed **11 stores**; remodeled or relocated **14 stores** and refreshed **52 stores**[11](index=11&type=chunk) - As of August 2, 2025, the Company operated **2,354 stores** in 20 countries, plus **243 licensed stores**[12](index=12&type=chunk) Store Activity (February 1, 2025 to August 2, 2025) | Region/Banner | Stores Feb 1, 2025 | Opened | Closed | Stores Aug 2, 2025 | Relocations/Remodels | | :------------ | :----------------- | :----- | :----- | :----------------- | :------------------- | | North America | 1,665 | 4 | 31 | 1,638 | 34 | | EMEA | 608 | 7 | 25 | 590 | 83 | | Asia Pacific | 137 | — | 11 | 126 | 29 | | Total | 2,410 | 11 | 67 | 2,354 | 146 | Selling and Gross Square Footage (in thousands) | Metric | August 3, 2024 | August 2, 2025 | | :----- | :------------- | :------------- | | Total Selling Square Footage | 7,905 | 7,744 | | Total Gross Square Footage | 12,828 | 12,500 | [Acquisition by DICK'S Sporting Goods](index=1&type=section&id=Acquisition_by_DICKS_Sporting_Goods) Foot Locker, Inc. announced that its acquisition by DICK'S Sporting Goods is on track to close on September 8, 2025, following shareholder and all necessary regulatory approvals. Consequently, the company will not hold a conference call or provide updated financial guidance - Shareholder approval for the acquisition by DICK'S Sporting Goods was received on **August 22, 2025**[3](index=3&type=chunk)[13](index=13&type=chunk) - All required regulatory approvals have been received, and the transaction is expected to close on **September 8, 2025**[3](index=3&type=chunk)[13](index=13&type=chunk) - Due to the pending transaction, Foot Locker, Inc. will not hold a conference call or provide/update financial guidance[14](index=14&type=chunk) [Disclosure Regarding Forward-Looking Statements](index=4&type=section&id=Disclosure_Regarding_Forward_Looking_Statements) This section outlines that the press release contains forward-looking statements subject to various risks and uncertainties, including those related to the pending merger, and clarifies the company's stance on updating such statements [Forward-Looking Statements and Risk Factors](index=4&type=section&id=Forward_Looking_Statements_and_Risk_Factors) This section clarifies that the press release contains forward-looking statements subject to various risks and uncertainties, many beyond the company's control. These risks include potential termination of the merger agreement, legal proceedings, and the diversion of management's attention due to the pending acquisition. The company disclaims any obligation to update these statements - The press release contains forward-looking statements based on expectations and judgments, subject to numerous unforeseeable risks and uncertainties[17](index=17&type=chunk)[18](index=18&type=chunk) - Factors that could cause actual results to differ include potential termination of the merger agreement, legal proceedings, delays or failure to close the transaction, reputational risk, and diversion of management's attention[18](index=18&type=chunk) - The Company undertakes no obligation to update the forward-looking statements[18](index=18&type=chunk)

Core Viewpoint - Foot Locker shareholders have approved the acquisition by Dick's Sporting Goods, with 99% of votes cast in favor, indicating strong support for the deal [2][3]. Company Overview - The acquisition was announced on May 15, with an implied equity value of $2.4 billion and an enterprise value of $2.5 billion [3]. - Dick's plans to operate Foot Locker as a standalone business unit while maintaining its brands and enhancing store designs and omnichannel experiences [4]. Market Impact - If the acquisition is completed, Dick's would control over 15% of the U.S. sporting goods market, raising potential antitrust scrutiny due to the size of the deal and the companies' significant presence in the athletic footwear market [6]. Strategic Intent - Foot Locker's CEO expressed optimism about the acquisition, highlighting the potential to expand sneaker culture and improve customer experiences [3]. - Dick's Executive Chairman noted the opportunity for growth by applying operational expertise to Foot Locker, aiming to enhance its market position [5].

Core Viewpoint - Foot Locker's shareholders have overwhelmingly approved the acquisition by DICK'S Sporting Goods, with approximately 99% of votes in favor, indicating strong support for the merger and the strategic direction of the combined entity [1][2]. Summary by Relevant Sections Merger Agreement - The merger agreement allows Foot Locker shareholders to choose between receiving $24.00 in cash or 0.1168 shares of DICK'S common stock for each share of Foot Locker owned, with no minimum or maximum limits on the cash or stock consideration [1][2]. Shareholder Support - The preliminary vote count showed that about 99% of votes cast were in favor of the merger, representing approximately 70% of all outstanding shares, highlighting significant shareholder confidence in the transaction [2]. Transaction Timeline - The transaction is expected to close in the second half of 2025, pending the satisfaction or waiver of customary closing conditions, including necessary regulatory approvals [3]. Company Background - Foot Locker, Inc. operates approximately 2,400 retail stores across 20 countries, focusing on footwear and apparel, and has a strong presence in sneaker culture through its various brands [4].

Core Viewpoint - The acquisition of Foot Locker by Dick's Sporting Goods marks a significant merger between the largest sports retailer in the U.S. and a leading specialty footwear chain, with a deal valued at $2.4 billion [1] Group 1: Acquisition Details - Dick's Sporting Goods will acquire Foot Locker for $2.4 billion, allowing Foot Locker shareholders to choose between $24 in cash or 0.1168 shares of Dick's stock for each share of Foot Locker [1] - The transaction will be funded through existing cash and newly issued debt, requiring shareholder approval by August 22 and further regulatory approvals [1] - Post-acquisition, Foot Locker will operate as a wholly-owned subsidiary of Dick's, with both brands maintaining their store operations without immediate plans for international expansion [1] Group 2: Market Position and Competitive Advantage - The combined entity will have enhanced negotiating power against major footwear brands, particularly Nike, which accounts for 30% to 35% of sales at both retailers [1] - Analysts have mixed opinions on the merger's potential benefits, with some suggesting it could strengthen brand partnerships and restore Nike's penetration rate to pre-2019 levels [2] Group 3: Analyst Opinions - Bank of America analyst Robert Ohmes believes Foot Locker will benefit from Dick's omnichannel infrastructure and higher clearance profit margins, predicting improved brand collaboration [2] - TD Cowen analyst John Kernan views the transaction as a strategic error, citing Foot Locker's long-term decline and integration challenges for Dick's [2] - UBS analyst Michael Lasser highlights the historical difficulties of retail mergers but acknowledges Dick's intent to enter the footwear market as a core growth driver [2] Group 4: Competitive Landscape - Major athletic footwear companies like Adidas, Under Armour, Deckers Outdoor, and Skechers will face changes in store operation models due to the merger [3] - Competitors such as Academy Sports, Hibbert, and J.D. Sports may experience intensified competition in certain product categories as a result of the merger [3]

Company Relationship - Nike and Foot Locker are rebuilding their long-term partnership [1] - Nike sneakers are prominently featured in Foot Locker stores again [1]

Core Points - DICK'S Sporting Goods has announced an extension of the Expiration Date for the Exchange Offer related to Foot Locker's 4.000% Senior Notes due 2029, now set for August 29, 2025 [1][2] - The Exchange Offer allows eligible holders to exchange Foot Locker Notes for up to $400,000,000 of new DICK'S Notes and potentially cash [1][2] - As of August 1, 2025, approximately $379,435,000 of Foot Locker Notes have been validly tendered, representing 94.86% of the total outstanding amount [4] Exchange Offer Details - The Exchange Offer and Consent Solicitation are governed by the terms outlined in the Offering Memorandum and Consent Solicitation Statement dated June 6, 2025 [3] - The deadline for withdrawing tendered Foot Locker Notes has also been extended to August 29, 2025 [2] - DICK'S may modify or terminate the Exchange Offer and extend related deadlines at its discretion [5] Eligibility and Documentation - Documents related to the Exchange Offer will only be distributed to eligible holders who meet specific criteria [6] - Interested parties can obtain the complete terms and conditions of the Exchange Offer through Global Bondholder Services Corporation [7]

Core Viewpoint - Monteverde & Associates PC is investigating Foot Locker, Inc. regarding its proposed merger with DICK'S Sporting Goods, Inc., where shareholders will have the option to receive either $24.00 in cash or 0.1168 shares of DICK'S common stock for each share of Foot Locker common stock [1]. Group 1 - The law firm Monteverde & Associates PC has recovered millions for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report [1]. - The shareholder vote regarding the merger is scheduled for August 22, 2025 [1]. - The firm operates from the Empire State Building in New York City [1]. Group 2 - The firm emphasizes that it litigates and has a successful track record in trial and appellate courts, including the U.S. Supreme Court [2]. - The firm offers free consultations for shareholders with concerns about the merger [3]. - Contact information for Juan Monteverde, Esq. is provided for shareholders seeking additional information [3].

Group 1 - Halper Sadeh LLC is investigating Foot Locker, Inc. for potential violations related to its sale to DICK'S Sporting Goods, where shareholders can choose between $24.00 in cash or 0.1168 shares of DICK'S common stock for each share of Foot Locker [1] - Enzo Biochem, Inc. is being sold to Battery Ventures for $0.70 per share in cash [2] - Hudson Global, Inc. is merging with Star Equity Holdings, Inc., resulting in Hudson shareholders owning approximately 79% of the combined company post-transaction [2] Group 2 - Halper Sadeh LLC may seek increased consideration for shareholders and additional disclosures regarding the proposed transactions [3] - Shareholders are encouraged to contact Halper Sadeh LLC to discuss their legal rights and options at no charge [4] - The firm represents investors globally who have experienced securities fraud and corporate misconduct, recovering millions for defrauded investors [4]