NOTES TO THE UNAUDITED CONDENSEDCONSOLIDATED 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 results of operations for any interim period are not necessarily indicative of the results expected for the year.
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Notes to Consolidated Financial Statements contained in our 2023 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 2023 Annual Report on Form 10-K.
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board issued Accounting Standard Update ("ASU") 2024-03,Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. ASU 2024-03 requires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions. The new expense disaggregation disclosures are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The amendments should be applied prospectively; however, retrospective application is permitted. We are currently evaluating the effect of this ASU on our financial statement presentation and disclosures.
Other than the pronouncements disclosed in our 2023 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.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. Revenue
The table below presents sales disaggregated by sales channel, as well as licensing revenue earned from our various licensed arrangements. Sales are attributable to the channel in which the sales transaction is initiated.
Thirteen weeks ended
Thirty-nine weeks ended
November 2,
October 28,
November 2,
October 28,
($ in millions)
2024
2023
2024
2023
Sales by Channel
Stores
$
1,614
$
1,649
$
4,762
$
4,834
Direct-to-customers
344
337
966
940
Total sales
1,958
1,986
5,728
5,774
Licensing revenue
3
3
12
10
Total revenue
$
1,961
$
1,989
$
5,740
$
5,784
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
Thirty-nine weeks ended
November 2,
October 28,
November 2,
October 28,
($ in millions)
2024
2023
2024
2023
Revenue by Geography
United States
$
1,291
$
1,343
$
3,788
$
3,807
International
670
646
1,952
1,977
Total revenue
$
1,961
$
1,989
$
5,740
$
5,784
Sales by banner and operating segment are presented in the following table.
Thirteen weeks ended
Thirty-nine weeks ended
November 2,
October 28,
November 2,
October 28,
($ in millions)
2024
2023
2024
2023
Foot Locker
$
769
$
796
$
2,282
$
2,244
Champs Sports
286
311
821
932
Kids Foot Locker
183
189
520
502
WSS
167
163
482
458
Other
—
1
1
1
North America
1,405
1,460
4,106
4,137
Foot Locker (1)
445
407
1,284
1,202
Sidestep
—
—
—
26
EMEA
445
407
1,284
1,228
Foot Locker
77
81
236
281
atmos
31
38
102
128
Asia Pacific
108
119
338
409
Total sales
$
1,958
$
1,986
$
5,728
$
5,774
(1)
Includes sales from 8 and 14 Kids Foot Locker stores operating in Europe for November 2, 2024 and October 28, 2023, respectively.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. Revenue (continued)
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.
November 2,
October 28,
($ in millions)
2024
2023
Gift card liability at beginning of year
$
29
$
36
Redemptions
(127
)
(225
)
Breakage recognized in sales
(3
)
(10
)
Activations
124
215
Foreign currency fluctuations
—
(1
)
Gift card liability
$
23
$
15
We elected not to disclose the information about remaining performance obligations since the amount of gift cards redeemed after 12 months is not significant.
3. Segment Information
Foot Locker, Inc. operates one reportable segment. Division profit reflects income before income taxes, impairment and other, corporate expense, other (expense) income, net, and net interest expense.
Thirteen weeks ended
Thirty-nine weeks ended
November 2,
October 28,
November 2,
October 28,
($ in millions)
2024
2023
2024
2023
Division profit
$
66
$
67
$
126
$
192
Less: Impairment and other (1)
38
6
61
59
Less: Corporate expense (2)
16
14
44
24
Income from operations
12
47
21
109
Interest expense, net
(2
)
(2
)
(6
)
(7
)
Other (expense) income, net (3)
(35
)
2
(41
)
(1
)
(Loss) income before income taxes
$
(25
)
$
47
$
(26
)
$
101
(1)
See Note 4,Impairment and Other for further detail.
(2)
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.
(3)
See Note 5,Other (Expense) Income, net for further detail.
4. Impairment and Other
Thirteen weeks ended
Thirty-nine weeks ended
November 2,
October 28,
November 2,
October 28,
($ in millions)
2024
2023
2024
2023
Other intangible asset impairment
$
25
$
—
$
25
$
—
Impairment of long-lived assets and right-of-use assets
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4. Impairment and Other (continued)
For the thirteen weeks ended November 2, 2024, we recorded $25 million of impairment on the atmos tradename following a strategic review of the atmos business, $7 million of reorganization costs primarily related to the announced closure and relocation of our global headquarters and the shutdown of our operations in South Korea, Denmark, Norway, and Sweden, and $6 million of impairment of long-lived assets and right-of-use assets primarily related to accelerated tenancy charges on right-of-use assets for the closures in South Korea, New York headquarters, Denmark, Norway, and Sweden. We will close all stores operating in South Korea, Denmark, Norway, and Sweden as we focus on improving the overall results of our international operations. For the thirty-nine weeks ended November 2, 2024, we recorded an additional $16 million of impairment of long-lived and right-of-use assets related to our decision to exit the underperforming operations and the closure and sublease of an unprofitable store in Europe, as well as a $7 million loss accrual for legal claims.
5. Other (Expense) Income, net
Thirteen weeks ended
Thirty-nine weeks ended
November 2,
October 28,
November 2,
October 28,
($ in millions)
2024
2023
2024
2023
Fair value changes in minority investment
$
(35
)
$
—
$
(35
)
$
—
Share of losses related to minority investments
—
—
(2
)
(1
)
Pension and postretirement net benefit expense, excluding service cost
(2
)
(2
)
(5
)
(6
)
Foot Locker Singapore and Malaysia divestiture
—
2
—
4
Gain on sale of property
—
3
—
3
Other
2
(1
)
1
(1
)
Total other (expense) income, net
$
(35
)
$
2
$
(41
)
$
(1
)
We evaluate our minority investments for impairment when events or circumstances indicate that the carrying value of the investment may not be recoverable and an impairment is other than temporary. If an event occurs, we evaluate the recoverability of our carrying value based on the fair value of the investment. We estimate the fair value of our minority investments using a discounted cash flow approach, which considers forecasted cash flows provided by the investee's management, as well as assumptions over discount rates and terminal values. If an impairment is indicated, we adjust the carrying values of the investment downward, if necessary, to their estimated fair values. For the thirteen weeks ended November 2, 2024, we recorded a $35 million non-cash impairment charge related to a minority investment that is accounted for using the fair value measurement alternative.
6. Cash, Cash Equivalents, and Restricted Cash
The table below provides a reconciliation of cash and cash equivalents, as reported on our Condensed Consolidated Balance Sheets, to cash, cash equivalents, and restricted cash, as reported on our Condensed Consolidated Statements of Cash Flows.
November 2,
October 28,
($ in millions)
2024
2023
Cash and cash equivalents
$
211
$
187
Restricted cash included in other current assets
4
3
Restricted cash included in other non-current assets
27
33
Cash, cash equivalents, and restricted cash
$
242
$
223
Amounts included in restricted cash primarily relate to amounts held in escrow in connection with various leasing arrangements in Europe. During the current year, most deposits held in insurance trusts to satisfy the requirement to collateralize part of the self-insured workers’ compensation and liability claims were replaced by standby letters of credit.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
7. Assets and Liabilities Held-for-Sale
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 are expected to close in the first half of 2025.
We determined that the assets and liabilities of the businesses met the criteria to be presented as "held-for-sale" on the Condensed Consolidated Balance Sheet as of November 2, 2024. We do not believe the sale will be significant to our financial results.
The table below presents the carrying amounts of assets and liabilities held-for-sale.
November 2,
($ in millions)
2024
Assets
Merchandise inventories
$
3
Property and equipment, net
2
Operating lease right-of-use assets
5
Total assets held-for-sale
$
10
Liabilities
Accrued and other liabilities
$
1
Lease obligations
5
Total liabilities held-for-sale
$
6
8. Revolving Credit Facility
In the second quarter of 2024, we entered into an amendment to the credit agreement (as so amended, the "Amended Credit Agreement"), which governs our $600 million secured asset-based revolving credit facility. The amendment provides for, among other things, (i) an uncommitted "accordion" feature that allows us, subject to certain customary conditions, to increase the size of the revolving credit facility to up to $750 million in the aggregate, (ii) an extension of the maturity date from July 14, 2025 to June 20, 2029, and (iii) a change to the interest rates and commitment fees applicable to the loans and commitments, respectively, as described below. The amendment provides that the interest rate applicable to loans drawn under the credit facility will be equal to, at our option, either a base rate, determined by reference to the federal funds rate, plus a margin of 0.50% to 1.00% per annum, or a forward-looking term rate, determined by reference to Secured Overnight Financing Rate plus a margin of 1.50% to 2.00% per annum, in each case, depending on availability under the Amended Credit Agreement. In addition, we will pay a commitment fee from 0.25% to 0.375% per annum on the unused portion of the commitments under the Amended Credit Agreement. No events of default occurred during 2024.
Our obligations under the Amended Credit Agreement are secured by a first priority lien on certain assets, including inventory and accounts receivable, cash deposits, and certain insurance proceeds. We may use the Amended Credit Agreement to, among other things, support standby letters of credit in connection with insurance programs. We did not have any borrowings outstanding as of November 2, 2024 and October 28, 2023. The letters of credit outstanding as of November 2, 2024 were $7 million.
We paid fees of $4 million in connection with the amendment of our credit facility and such costs are amortized over the life of the extended facility. The unamortized balance as of November 2, 2024 was $5 million, which included the unamortized costs of the prior agreement.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
9. Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss ("AOCL"), net of tax, is comprised of the following:
November 2,
October 28,
February 3,
($ in millions)
2024
2023
2024
Foreign currency translation adjustments
$
(186
)
$
(196
)
$
(173
)
Hedge contracts
1
(3
)
(2
)
Unrecognized pension cost and postretirement benefit
(187
)
(235
)
(191
)
$
(372
)
$
(434
)
$
(366
)
The changes in AOCL for the thirty-nine weeks ended November 2, 2024 were as follows:
($ in millions)
Foreign Currency Translation Adjustments
Hedge Contracts
Items Related to Pension and Postretirement Benefits
Total
Balance as of February 3, 2024
$
(173
)
$
(2
)
$
(191
)
$
(366
)
OCI before reclassification
(13
)
6
—
(7
)
Reclassification of hedges, net of tax
—
(3
)
—
(3
)
Amortization of pension actuarial loss, net of tax
—
—
4
4
Other comprehensive (loss) income
(13
)
3
4
(6
)
Balance as of November 2, 2024
$
(186
)
$
1
$
(187
)
$
(372
)
Reclassifications from AOCL for the thirty-nine weeks ended November 2, 2024 were as follows:
($ in millions)
Reclassification of hedge loss:
Cross-currency swap
$
(3
)
Income tax
—
Reclassification of hedges, net of tax
$
(3
)
Amortization of actuarial loss:
Pension benefits
$
5
Income tax
(1
)
Amortization of actuarial loss, net of tax
$
4
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
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
10. Fair Value Measurements (continued)
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 third quarter of 2024, we recorded $25 million of impairment on the atmos tradename following a strategic review of the atmos business. 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.
We have a minority investment that is accounted for using the fair value measurement alternative. During the third quarter of 2024, we recognized a $35 million non-cash impairment charge related to our investment, thereby reducing the carrying value to $98 million due to an evaluation of events that indicated that the carrying value of the investment was impaired. We estimated the fair value using a discounted cash flow approach, which considered forecasted cash flows provided by the investee's management, as well as assumptions over discount rates, and terminal values.
As of November 2, 2024, cumulative impairments on our portfolio of minority investments were $566 million.
Long-Term Debt
The fair value of long-term debt is determined by using model-derived valuations in which all significant inputs or significant value drivers are observable in active markets and, therefore, are classified as Level 2. The carrying value and estimated fair value of long-term debt were as follows:
November 2,
October 28,
($ in millions)
2024
2023
Carrying value (1)
$
396
$
395
Fair value
$
343
$
294
(1)
The carrying value of debt as of November 2, 2024 and October 28, 2023, included $4 and $5 million, respectively, of issuer’s discount and costs.
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 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.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
11. Earnings Per Share (continued)
The computation of basic and diluted EPS is as follows:
Thirteen weeks ended
Thirty-nine weeks ended
November 2,
October 28,
November 2,
October 28,
(in millions, except per share data)
2024
2023
2024
2023
Net (loss) income
$
(33
)
$
28
$
(37
)
$
59
Weighted-average common shares outstanding
95.0
94.3
94.9
94.1
Dilutive effect of potential common shares
—
0.4
—
0.8
Weighted-average common shares outstanding assuming dilution
95.0
94.7
94.9
94.9
(Loss) earnings per share - basic
$
(0.34
)
$
0.30
$
(0.38
)
$
0.63
(Loss) earnings per share - diluted
$
(0.34
)
$
0.30
$
(0.38
)
$
0.63
Anti-dilutive share-based awards excluded from diluted calculation
3.8
3.0
3.9
2.6
Performance stock units related to our long-term incentive programs of 1.8 million and 0.8 million have been excluded from diluted weighted-average shares for the periods ended November 2, 2024 and October 28, 2023, 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. Pension
The components of net periodic pension benefit expense are presented in the table below. Service cost is recognized as part of SG&A expense, while the other components are recognized as part of Other (expense) income, net.
Thirteen weeks ended
Thirty-nine weeks ended
November 2,
October 28,
November 2,
October 28,
($ in millions)
2024
2023
2024
2023
Service cost
$
1
$
2
$
3
$
5
Interest cost
6
7
16
20
Expected return on plan assets
(5
)
(7
)
(16
)
(22
)
Amortization of net loss
1
2
5
8
Net benefit expense
$
3
$
4
$
8
$
11
13. 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
Thirty-nine weeks ended
November 2,
October 28,
November 2,
October 28,
($ in millions)
2024
2023
2024
2023
Options and employee stock purchase plan
$
—
$
1
$
2
$
3
Restricted stock units and performance stock units
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
13. Share-Based Compensation (continued)
Stock Options
As of November 2, 2024, there were 8,575,827 shares available for issuance under the 2007 Stock Incentive Plan. Effective in 2024, we no longer issue stock option grants. The table below provides activity for existing awards for the thirty-nine weeks ended November 2, 2024.
Weighted-
Weighted-
Number
Average
Average
of
Remaining
Exercise
Shares
Contractual Life
Price
(in thousands)
(in years)
(per share)
Options outstanding at the beginning of the year
2,738
$
48.23
Exercised
(257
)
21.63
Expired or cancelled
(323
)
52.91
Options outstanding at November 2, 2024
2,158
3.0
$
50.69
Options exercisable at November 2, 2024
1,908
2.3
$
52.51
The total fair value of options vested for the thirty-nine weeks ended November 2, 2024 and October 28, 2023 was $2 million and $5 million, respectively. The cash received from option exercises and the related tax were not significant for any of the periods presented. The total intrinsic value of options exercised, outstanding, and outstanding and exercisable was not significant for any of the periods presented.
As of November 2, 2024, there was $1 million of total unrecognized compensation cost related to nonvested stock options which is expected to be recognized over a remaining weighted-average period of 1.1 years.
The table below summarizes information about stock options outstanding and exercisable at November 2, 2024.
Options Outstanding
Options Exercisable
Weighted-
Average
Weighted-
Weighted-
Remaining
Average
Average
Range of Exercise
Number
Contractual
Exercise
Number
Exercise
Prices
Outstanding
Life
Price
Exercisable
Price
(in thousands, except prices per share and contractual life)
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
13. Share-Based Compensation (continued)
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 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 thirty-nine weeks ended November 2, 2024 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
1,378
$
38.81
Granted
1,383
29.00
Vested
(520
)
47.29
Forfeited
(102
)
32.08
Nonvested at November 2, 2024
2,139
1.5
$
30.73
Aggregate value ($ in millions)
$
66
The total value of RSU and PSU awards that vested during the thirty-nine weeks ended November 2, 2024 and October 28, 2023 was $25 million and $23 million, respectively. As of November 2, 2024, there was $39 million of total unrecognized compensation cost related to nonvested awards.
14. 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.
Item2. 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. In the second quarter, we enhanced our loyalty FLX Rewards Program across North America, with plans to expand to other geographies. The FLX Rewards program introduced FLX Cash, enabling customers to use points towards a discount on purchases, and other member-exclusive benefits, including priority access to highly anticipated sneaker launches, exclusive sales, member-only events, free returns, upgraded birthday gifts, and continued complimentary shipping for members. We believe that our FLX Rewards Program is key to driving customer retention and engagement.
As part of our annual strategic review of operations, management initiated various actions to improve profitability in targeted areas of the business. We recently announced our decision to exit underperforming operations in South Korea, Denmark, Norway, and Sweden. We plan to close all stores operating in those regions by mid-2025. In addition, 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, as well as six other countries in South East Europe. The sale transactions are expected to close in the first half of 2025. We do not believe the sale will be significant to our financial results. To further support strategic progress against the Lace Up Plan, we have also announced that we will move our global headquarters to St. Petersburg, Florida in late 2025. The intent of the relocation is to further build on our meaningful presence in St. Petersburg and to enable increased collaboration among teams across banners and functions, while also reducing costs. During the third quarter of 2024, we recorded impairment and reorganization charges of $13 million in connection with these decisions.
Store Count
At November 2, 2024, we operated 2,450 stores as compared with 2,523 and 2,607 stores at February 3, 2024 and October 28, 2023, respectively.
Licensed Operations
A total of 214 licensed stores were operating at November 2, 2024, as compared with 202 and 190 stores at February 3, 2024 and October 28, 2023, respectively, operating in the Middle East and Asia. These stores are not included in the operating store count above. During the third quarter of 2024, our license partners opened the first Foot Locker store and digital platform in India.
Results of Operations
We evaluate performance based on several factors, primarily the banner’s financial results, referred to as division profit. Division profit reflects income before income taxes, impairment and other charges, corporate expenses, non-operating income, and net interest expense.
The table below summarizes our results for the period.
Thirteen weeks ended
Thirty-nine weeks ended
November 2,
October 28,
November 2,
October 28,
($ in millions)
2024
2023
2024
2023
Sales
$
1,958
$
1,986
$
5,728
$
5,774
Licensing revenue
3
3
12
10
Total revenue
$
1,961
$
1,989
$
5,740
$
5,784
Operating Results
Division profit
$
66
$
67
$
126
$
192
Less: Impairment and other (1)
38
6
61
59
Less: Corporate expense (2)
16
14
44
24
Income from operations
12
47
21
109
Interest expense, net
(2
)
(2
)
(6
)
(7
)
Other (expense) income, net (3)
(35
)
2
(41
)
(1
)
(Loss) income before income taxes
$
(25
)
$
47
$
(26
)
$
101
(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, 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.
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
Thirty-nine weeks ended
November 2,
October 28,
November 2,
October 28,
($ in millions, except per share amounts)
2024
2023
2024
2023
After-tax (loss) income:
Net (loss) income
$
(33
)
$
28
$
(37
)
$
59
After-tax adjustments excluded from GAAP:
Impairment and other, net of income tax benefit of $9, $2, $13, and $11 million, respectively
29
4
48
48
Other expense / income, net of income tax expense of $-, $1, $-, and $1 million, respectively
35
(4
)
37
(5
)
Tax reserves benefit
—
—
—
(4
)
Adjusted net income (non-GAAP)
$
31
$
28
$
48
$
98
Earnings per share:
Diluted (loss) earnings per share
$
(0.34
)
$
0.30
$
(0.38
)
$
0.63
Diluted per share amounts excluded from GAAP:
Impairment and other
0.31
0.04
0.51
0.51
Other expense / income, net
0.36
(0.04
)
0.38
(0.06
)
Tax reserves benefit
—
—
—
(0.04
)
Adjusted diluted earnings per share (non-GAAP)
$
0.33
$
0.30
$
0.51
$
1.04
During the thirteen and thirty-nine weeks ended November 2, 2024, we recorded pre-tax charges of $38 million and $61 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 prior-year period also included gains on sales of businesses and property. See the Other (Expense) Income, net 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 the following banners operating in Europe: 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, New Zealand, and Asia, 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. In fiscal years following those with 53 weeks, including 2024, we calculate comparable sales on a 52-week basis by comparing the current and prior-year weekly periods that are most closely aligned. 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 November 2, 2024, total sales decreased by $28 million, or 1.4%, to $1,958 million, as compared with the corresponding prior-year period. For the thirty-nine weeks ended November 2, 2024, total sales decreased by $46 million, or 0.8%, to $5,728 million, as compared with the corresponding prior-year period. Excluding the effect of foreign currency fluctuations, total sales decreased by 2.2% and 0.7% for the thirteen and thirty-nine weeks ended November 2, 2024, respectively. Sales increased by $15 million and declined by $4 million for the thirteen weeks ended and the thirty-nine weeks ended November 2, 2024 from foreign currency fluctuations related primarily to the Euro and British Pound. In connection with the second quarter launch of the FLX Reward Program, we recorded a reduction in sales of $11 million, based on the change in estimated value of the loyalty program liability. Comparable sales for the combined channels increased by 2.4% and 1.0% for the thirteen and thirty-nine weeks ended November 2, 2024, respectively, as compared with the corresponding prior-year periods.
The information shown below represents certain sales metrics by sales channel.
Thirteen weeks ended
Thirty-nine weeks ended
November 2,
October 28,
November 2,
October 28,
($ in millions)
2024
2023
2024
2023
Store sales
$
1,614
$
1,649
$
4,762
$
4,834
$ Change
(35
)
(72
)
% Change
(2.1
)%
(1.5
)%
% of total sales
82.4
83.0
83.1
83.7
% Comparable sales increase (decrease)
2.2
(8.5
)
0.5
(8.2
)
Direct-to-customers sales
$
344
$
337
$
966
$
940
$ Change
7
26
% Change
2.1
%
2.8
%
% of total sales
17.6
17.0
16.9
16.3
% Comparable sales increase (decrease)
3.6
(5.6
)
3.5
(12.2
)
Total sales
$
1,958
$
1,986
$
5,728
$
5,774
$ Change
(28
)
(46
)
% Change
(1.4
)%
(0.8
)%
% Comparable sales increase (decrease)
2.4
(8.0
)
1.0
(8.9
)
The information shown below represents certain combined stores and direct-to-customers sales metrics for the thirteen and thirty-nine weeks ended November 2, 2024 as compared with the corresponding prior-year periods.
Thirteen weeks ended
Thirty-nine weeks ended
Constant Currencies
Comparable Sales
Constant Currencies
Comparable Sales
Foot Locker
(3.3
)%
1.6
%
1.8
%
2.6
%
Champs Sports
(8.0
)
2.8
(11.8
)
(5.1
)
Kids Foot Locker
(3.2
)
3.2
3.6
3.2
WSS
2.5
1.8
5.2
(3.4
)
North America
(3.7
)
2.1
(0.7
)
0.3
Foot Locker (1)
6.1
6.4
6.0
5.3
Sidestep
n.m.
n.m.
(100.0
)
n.m.
EMEA
6.1
6.4
3.7
5.3
Foot Locker
(8.6
)
(5.6
)
(15.7
)
(5.5
)
atmos
(18.4
)
(11.2
)
(13.3
)
(6.2
)
Asia Pacific
(11.8
)
(7.3
)
(14.9
)
(5.7
)
Total sales
(2.2
)%
2.4
%
(0.7
)%
1.0
%
(1)
Includes sales from 8 and 14 Kids Foot Locker stores operating in Europe for November 2, 2024 and October 28, 2023, respectively.
For the quarter and year-to-date, comparable sales increased in both channels due to improved conversion rates resulting from a positive customer response to product offerings, enhancements in-stores and online, marketing activities, and strategic promotions.
As previously announced, we are repositioning the Champs Sports banner, which resulted in expected total sales and comparable sales declines due to the transition. We believe that the Champs Sports repositioning will be completed by the end of the current fiscal year with approximately 10-20 additional planned store closures in the fourth quarter, which is not expected to be significant. During the second quarter, we launched our new Champs Sports brand campaign, garnering positive results and improved comparable sales trends. This new brand platform, "Sport For Life" is a celebration of the powerful connection between sports and everyday life serving the sports-style enthusiast. The momentum generated by this campaign, as well as improved product offerings generated a 2.8% comparable sales growth in the third quarter.
For both the quarter and year-to-date periods, sales excluding foreign currency fluctuations for the combined channels decreased in North America and Asia Pacific, partially offset by an increase in EMEA. Total North America sales were negatively affected by our strategic decision to close stores in our Foot Locker, Kids Foot Locker and Champs Sports banners, as 150 fewer stores were operating compared with the prior-year period, however our stores operating in North America generated comparable sales growth. Additionally, the decrease in total sales was partially offset by an increase in sales from our WSS banner, which benefited from new store growth, as they operated 19 additional stores period-over-period. Constant currency sales for EMEA increased, reflecting improved product assortments coupled with a positive response to our back-to-school sale period in a continued highly promotional marketplace, partially offset by the loss of sales from the Sidestep banner, which closed in the second quarter of 2023 resulting in a decrease of $26 million for the year-to-date period. Asia Pacific's sales, excluding foreign currency fluctuations, decreased primarily as a result of the prior-year closures of our operations in Hong Kong and Macau and the sale of our Singapore and Malaysia operations to our licensing partner in the second quarter of 2023. These businesses represented a decline in sales of $31 million for the year-to-date period. Additionally, sales decreased from our operations in Australia and New Zealand due to macroeconomic headwinds and a highly competitive marketplace. The decline in sales from our atmos banner of $7 million and $17 million for the quarter and year-to-date periods, respectively, was primarily due to our decision to accelerate shifts to our own digital site and away from less profitable third-party digital platforms, in addition to the closing of our U.S. atmos operations at the end of the fourth quarter of 2023, which represented a decline in sales of $3 million and $8 million for the quarter and year-to-date periods, respectively.
From a product perspective for the combined channels, comparable sales increased in the footwear and accessories categories, partially offset by a decline in the apparel category in the quarter and year-to-date periods. The overall increase was driven by exciting products from our array of strategic and emerging brand partners.
Gross Margin
Thirteen weeks ended
Thirty-nine weeks ended
November 2,
October 28,
November 2,
October 28,
2024
2023
2024
2023
Gross margin rate
29.6
%
27.3
%
28.7
%
28.1
%
Basis point increase in the gross margin rate
230
60
Components of the change:
Merchandise margin rate increase
230
30
Lower occupancy and buyers’ compensation expense rate
—
30
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 increased to 29.6% for the thirteen weeks ended November 2, 2024, as compared with the corresponding prior-year period, reflecting a 230 basis point increase in the merchandise margin rate. For the thirty-nine weeks ended November 2, 2024, gross margin rate increased to 28.7% as compared with the corresponding prior-year period, reflecting a 30 basis point increase in the merchandise margin rate, and a 30 basis point leverage in the occupancy and buyers' compensation rate. The year-to-date gross margin rate was pressured by 10 basis points from the loyalty program reduction in sales, reflecting the redesign that was launched in the second quarter. Excluding the effect of the reduction in sales related to loyalty program redesign, merchandise margin rate improved in the quarter and year-to-date periods as we were less promotional this year as compared with last year. The leverage in the occupancy and buyers' compensation rate was primarily related to rent renegotiations and our ongoing optimization of our store portfolio.
Selling, General and Administrative Expenses (SG&A)
Thirteen weeks ended
Thirty-nine weeks ended
November 2,
October 28,
November 2,
October 28,
($ in millions)
2024
2023
2024
2023
SG&A
$
482
$
446
$
1,419
$
1,319
$ Change
$
36
$
100
% Change
8.1
%
7.6
%
SG&A as a percentage of sales
24.6
%
22.5
%
24.8
%
22.8
%
Excluding the effect of foreign currency fluctuations, SG&A increased by $32 million for the thirteen weeks ended November 2, 2024, as compared with the corresponding prior-year period and the year-to-date period, it increased by $101 million. As a percentage of sales, SG&A increased by 210 basis points and 200 basis points for the thirteen and thirty-nine weeks ended November 2, 2024, respectively, primarily due to investments in technology and brand-building as well as higher inflation, partially offset by savings from the cost optimization program, store closures, and ongoing expense discipline. The third quarter year-to-date period reflected higher incentive compensation as compared with corresponding prior-year period due to higher forecasted achievement of targeted performance.
Depreciation and Amortization
Thirteen weeks ended
Thirty-nine weeks ended
November 2,
October 28,
November 2,
October 28,
($ in millions)
2024
2023
2024
2023
Depreciation and amortization
$
51
$
47
$
153
$
148
$ Change
$
4
$
5
% Change
8.5
%
3.4
%
Depreciation and amortization expense increased by $4 million and $5 million for the thirteen and thirty-nine weeks ended November 2, 2024, respectively, as compared with the corresponding prior-year periods, reflecting higher capital expenditures partially offset by operating fewer stores and lower depreciation and amortization associated with impairment charges.
Impairment and Other
During the thirteen weeks ended November 2, 2024, we recorded $25 million of impairment on the atmos tradename following a strategic review of the atmos business, $7 million of reorganization costs primarily related to the announced closure and relocation of our global headquarters and the shutdown of our operations in South Korea, Denmark, Norway, and Sweden, and $6 million of impairment of long-lived assets and right-of-use assets primarily related to accelerated tenancy charges on right-of-use assets for the closures in South Korea, New York headquarters, Denmark, Norway, and Sweden. For the thirty-nine weeks ended November 2, 2024, we recorded an additional $16 million of impairment of long-lived assets and right-of-use assets related to our decision to exit the underperforming operations and the closure and sublease of an unprofitable store in Europe, as well as a $7 million loss accrual for legal claims.
For the thirteen and thirty-nine weeks ended October 28, 2023, we incurred $1 million and $27 million of transformation consulting expense, respectively. For the thirteen weeks ended October 28, 2023, we recorded a $3 million net benefit from the settlement of lease obligations associated with Sidestep stores, partially offset by impairment on atmos U.S. assets of $1 million. For the thirty-nine weeks ended October 28, 2023, we recorded impairment expense of $19 million primarily driven by accelerated tenancy charges on right-of-use assets for the closures of the Sidestep banner and Foot Locker Asia stores. Additionally, we recorded reorganization costs of $7 million and $12 million, for the thirteen and thirty-nine weeks ended October 28, 2023, respectively, related to the announced closure of the Sidestep banner, Foot Locker Asia stores, and a North American distribution center,
Corporate expense consists of unallocated general and administrative expenses as well as depreciation and amortization related to our corporate headquarters, centrally managed departments, unallocated insurance and benefit programs, certain foreign exchange transaction gains and losses, and other items. Corporate expense increased by $2 million and $20 million for the thirteen and thirty-nine weeks ended November 2, 2024, respectively, as compared with the corresponding prior-year periods. Depreciation and amortization included in corporate expense was $9 million for each of the thirteen weeks ended November 2, 2024 and October 28, 2023 and $27 million for each of the thirty-nine weeks ended November 2, 2024 and October 28, 2023. Corporate expense increased primarily due to higher performance-based incentive compensation as compared with the prior-year and our ongoing investments in information technology.
Operating Results
Thirteen weeks ended
Thirty-nine weeks ended
November 2,
October 28,
November 2,
October 28,
($ in millions)
2024
2023
2024
2023
Division profit
$
66
$
67
$
126
$
192
Division profit margin
3.4
%
3.4
%
2.2
%
3.3
%
Division profit, as a percentage of sales, remained flat for the thirteen weeks ended November 2, 2024. Division profit, as a percentage of sales, decreased to 2.2% for the thirty-nine weeks ended November 2, 2024, primarily due to higher SG&A expenses as a percentage of sales.
Interest Expense, Net
Thirteen weeks ended
Thirty-nine weeks ended
November 2,
October 28,
November 2,
October 28,
($ in millions)
2024
2023
2024
2023
Interest expense
$
(7
)
$
(6
)
$
(18
)
$
(17
)
Interest income
5
4
12
10
Interest (expense) income, net
$
(2
)
$
(2
)
$
(6
)
$
(7
)
Interest expense, net remained flat for the thirteen weeks ended November 2, 2024. Interest expense, net decreased by $1 million for the thirty-nine weeks ended November 2, 2024, as compared with the corresponding prior-year period.
Other (Expense) Income, Net
Thirteen weeks ended
Thirty-nine weeks ended
November 2,
October 28,
November 2,
October 28,
($ in millions)
2024
2023
2024
2023
Other (expense) income, net
$
(35
)
$
2
$
(41
)
$
(1
)
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.
For the thirteen weeks ended November 2, 2024, we recorded a $35 million non-cash impairment charge related to a minority investment that is accounted for using the fair value measurement alternative, which is cost, adjusted for changes in observable prices minus impairment under the practicability exception. We assess the carrying value of this investment for impairment whenever events or circumstances indicate that the carrying value may not be recoverable, and consider factors including, but not limited to, expected cash flows, underperformance relative to its plans and continued losses of the investee. We estimated the fair value using a discounted cash flow approach, which considered forecasted cash flows provided by the investee's management, as well as assumptions over discount rates and terminal values. Additionally, the thirteen and thirty-nine weeks ended November 2, 2024 other (expense) income, net reflected expense of $2 million and $5 million, respectively, related to our pension and postretirement programs. In addition, we recorded a $2 million loss on our equity method investments for the thirty-nine weeks ended November 2, 2024.
The thirteen weeks ended October 28, 2023 reflected a gain of $2 million from the resolution of working capital related to the sale of our Foot Locker Singapore and Malaysia businesses to our license partner in the second quarter and a $3 million gain on the sale of a corporate office property in North America. This was partially offset by expense of $2 million related to our pension and postretirement programs. For the thirty-nine weeks ended October 28, 2023, other income / (expense), net included an additional $4 million of expense related to our pension and postretirement programs and an additional $2 million gain from the previously mentioned business divestiture.
Our current year interim provision for income taxes was measured using an estimated annual effective tax rate, which represented a blend of federal, state, and foreign taxes and included the effect of certain nondeductible items as well as changes in our mix of domestic and foreign earnings or losses, adjusted for discrete items that occurred within the periods presented.
We regularly assess the adequacy of our provisions for income tax contingencies in accordance with applicable authoritative guidance on accounting for income taxes. As a result, we may adjust the reserves for unrecognized tax benefits considering new facts and developments, such as changes to interpretations of relevant tax law, assessments from taxing authorities, settlements with taxing authorities, and lapses of statutes of limitation. During the thirty-nine weeks ended November 2, 2024 and October 28, 2023, we recognized tax benefits of $2 million and $4 million, respectively, from reserve releases due to various statute of limitations expirations on our foreign income taxes.
During the thirty-nine weeks ended November 2, 2024, we recorded $2 million of expense related to tax deficiencies from share-based compensation, primarily from the vesting of certain grants. The amount recorded in the corresponding prior-year period was not significant.
Excluding these items, the effective tax rates for the current year periods were unfavorable, as compared with the corresponding prior-year periods, primarily due to a loss before tax with non-deductible expenses remaining relatively unchanged, coupled with a change in geographic mix of earnings.
The Organization for Economic Co-operation and Development Pillar Two guidelines published to date include transition and safe harbor rules around the implementation of the Pillar Two global minimum tax of 15%. Based on current enacted legislation effective in 2024 and our structure, the effect of these rules was not significant to our overall effective tax rates for the thirteen and thirty-nine weeks ended November 2, 2024, and we do not currently expect a significant effect on our overall effective tax rate for 2024. We are monitoring developments and evaluating the effects that these new rules will have on our future effective income tax rate, tax payments, financial condition, and results of operations.
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, quarterly dividend payments, 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.
The Company may also repurchase its common stock or seek to retire or purchase outstanding debt through open market purchases, privately negotiated transactions, or otherwise. Share repurchases and retirement of debt, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions, strategic considerations, and other factors. The amounts involved may be material. As of November 2, 2024, approximately $1.1 billion remained available under our current $1.2 billion share repurchase program.
Our expected full-year capital spending is $270 million and an additional $50 million is expected related to software-as-a-service implementation costs, totaling spend of $320 million. The forecast includes $185 million related to the updating ("refresh"), remodeling or relocation of stores, as well as new stores. Updating our stores or "refreshes" represent spending directed towards elevating our brand experience, with modest capital expenditures per store. Additionally, we expect to spend $85 million primarily for our technology and supply chain initiatives, including capital expenditures related to two new distribution centers. We also expect to spend an additional $50 million in software-as-a-service implementation costs, related to our technology initiatives as we modernize our enterprise resource planning tools including e-commerce, supply chain, and finance. We have the ability to revise and reschedule some of the anticipated spending program related to our stores should our financial position require it.
Any material adverse change in customer demand, fashion trends, competitive market forces, or customer acceptance of our merchandise mix, retail locations and websites, uncertainties related to the effect of competitive products and pricing, our reliance on a few key suppliers for a significant portion of our merchandise purchases and risks associated with global product sourcing, economic conditions worldwide, the effects of currency fluctuations, as well as other factors listed under the headings "Disclosure Regarding Forward-Looking Statements," and "Risk Factors" could affect our ability to continue to fund our needs from business operations.
Operating Activities
Thirty-nine weeks ended
November 2,
October 28,
($ in millions)
2024
2023
Net cash provided by (used in) operating activities
$
98
$
(98
)
$ Change
$
196
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 increase in cash from operating activities primarily reflected working capital improvements, partially offset by a loss in the current period as compared with income in the corresponding prior-year period. Timing on accounts payable and other accruals contributed $187 million, reflecting reductions in incentive compensation and income tax payments.
Investing Activities
Thirty-nine weeks ended
November 2,
October 28,
($ in millions)
2024
2023
Net cash used in investing activities
$
(185
)
$
(145
)
$ Change
$
(40
)
The change in investing activities primarily reflected higher capital expenditures in the current period. Additionally, the prior-year period included $16 million of proceeds from the sale of busin
esses and
$6
million of proceeds from the sale of property. For the
thirty-nine weeks ended November 2, 2024, capital expenditures increased by
$20 million to
$185 million, as compared with the corresponding prior-year period. Our current year capital plans call for the remodeling or relocation
of approximately 490 existing stores, of which approximately 420 stores represent refreshes or updates to our current design standards. During the
thirty-nine weeks ended November 2, 2024, we remodeled or relocated
297 stores, including the refresh of
247 stores.
The change in financing activities primarily resulted from not paying dividends during the thirty-nine weeks ended November 2, 2024, as compared with $113 million in dividends paid in the corresponding prior-year period. Also contributing to the decline was a $5 million reduction in repurchases of common stock related to share-based tax withholdings, partially offset by $4 million in debt issuance costs related to our amendment of our credit facility. During the second quarter of 2024, we amended our $600 million revolving credit facility, which provided for (i) an uncommitted "accordion" feature that allows us, subject to certain customary conditions, to increase the size of the revolving credit facility to up to $750 million in the aggregate, (ii) an extension of the maturity date from July 14, 2025 to June 20, 2029, and (iii) a change to the interest rates and commitment fees applicable to the loans and commitments, among other items.
Free Cash Flow (non-GAAP measure)
In addition to net cash provided by operating activities, we use free cash flow as a useful measure of performance and as an indication of our financial strength and our ability to generate cash. We define free cash flow as net cash provided by operating activities less capital expenditures (which is classified as an investing activity). We believe the presentation of free cash flow is relevant and useful for investors because it allows investors to evaluate the cash generated from underlying operations in a manner similar to the method used by management. Free cash flow is not defined under U.S. GAAP. Therefore, it should not be considered a substitute for income or cash flow data prepared in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other companies. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures. The following table presents a reconciliation of net cash flow provided by operating activities, the most directly comparable U.S. GAAP financial measure, to free cash flow.
Thirty-nine weeks ended
November 2,
October 28,
($ in millions)
2024
2023
Net cash provided by (used in) operating activities
$
98
$
(98
)
Capital expenditures
(185
)
(165
)
Free cash flow
$
(87
)
$
(263
)
Critical Accounting Policies and Estimates
There have been no significant changes to our critical accounting policies and estimates from the information provided in Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," within the 2023 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 2023 Annual Report on Form 10-K.
Item4. Controls and Procedures
During the quarter, the Company’s management performed an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Based on that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective to ensure that information relating to the Company that is required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms, and is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
During the quarter ended
November 2, 2024, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PARTII- OTHER INFORMATION
Item1. Legal Proceedings
Information regarding the Company’s legal proceedings is contained in the
Legal Proceedings note under Item 1. "Financial Statements" in Part I.
Item1A. Risk Factors
In addition to the other information discussed in this report, the factors described in Part I, Item 1A. "Risk Factors" in our 2023 Annual Report on Form 10-K filed with the SEC on March 28, 2024 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 2023 Annual Report on Form 10-K.
Item2. 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 November 2, 2024.
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)
August 4 to August 31, 2024
906
$
30.52
—
$
1,103,814,042
September 1 to October 5, 2024
1,128
28.35
—
1,103,814,042
October 6 to November 2, 2024
12,451
24.80
—
1,103,814,042
14,485
$
25.43
—
(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 November 2, 2024, 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).
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: December 11, 2024
FOOT LOCKER, INC.
/s/ Michael Baughn
MICHAEL BAUGHN
Executive Vice President and Chief Financial Officer
