•Total Sales Down 2.4% Year-over-Year and Comparable Sales Down 2.0% •North American Comparable Sales Increase of 1.4% •GAAP EPS Loss of $0.39 and Non-GAAP EPS Loss of $0.27 •Continued Store Modernization Efforts with 52 Refreshes •Opened 11 Reimagined Stores including the First 2 Champs Sports Stores •Successfully Launched Enhanced FLX Rewards Program in Europe
Foot Locker, Inc. (NYSE: FL) today reported financial results for its second quarter ended August 2, 2025.
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Mary Dillon, Chief Executive Officer said, “In the second quarter, we built sequential momentum and delivered positive North American comparable sales results led by our Foot Locker, Kids Foot Locker, and Champs Sports banners, including a positive start to the Back-to-School season in July. At the same time, our results reflect a challenging operating environment and soft store traffic trends, particularly in our WSS and international businesses. Our team continued to execute our Lace Up Plan, remaining focused on elevating our customers' experiences by leveraging our strong brand partnerships, enhancing our store base through our Refresh and Reimagined programs, improving our digital platforms, and deepening global engagement through our FLX Rewards Program.”
Ms. Dillon added, “We are pleased to have recently received shareholder approval for the Company's acquisition by DICK'S Sporting Goods. All required regulatory approvals have been received, and we look forward to the successful completion of the transaction.”
Second Quarter Results
— Total sales were down 2.4%, to $1,851 million, as compared with sales of $1,896 million in the second quarter of 2024. Excluding the effect of foreign exchange rate fluctuations, total sales for the second quarter decreased by 3.7%.
— Comparable sales decreased by 2.0%, with comparable sales in North America generating a comparable increase of 1.4%, which represented an improvement relative to the first quarter. Additionally, this period represented the fourth consecutive quarter of positive comparable sales growth at our Champs Sports banner, generating a comparable increase of 2.0%. Excluding WSS, comparable sales in North America increased by 2.6%. These gains were partially offset by comparable sales declines from our European and Asia Pacific businesses, which decreased by 10.3%.
Please refer to the Sales by Banner table below for detailed sales performance by banner and region.
— Gross margin decreased by 50 basis points as compared with the prior-year period. Merchandise margins decreased by 50 basis points, while occupancy as a percentage of sales was flat compared to the prior-year period.
— SG&A as a percentage of sales increased by 20 basis points as compared with the prior-year period, primarily due to underlying deleverage on the sales decline. Compared to the prior year, SG&A dollars decreased by 1.7%, reflecting benefits from ongoing expense discipline, including our cost optimization program, partially offset by our investments in technology.
— Despite a pre-tax loss in the quarter, the Company recorded income tax expense of $8 million, or (25.5)%, primarily driven by taxable income in certain jurisdictions and the lack of a tax benefit on losses in the Netherlands. This a result of the Company's first quarter decision to fully value the related deferred tax assets on net operating losses. On a non-GAAP basis, income tax expense was $11 million, or (61.0)%.
— Net loss was $38 million, as compared with net loss of $12 million in the prior-year period. On a non-GAAP basis, net loss was $27 million for the second quarter, as compared with net loss of $4 million in the corresponding prior-year period.
— Second quarter loss per share was $0.39, as compared with loss per share of $0.13 in the second quarter of 2024. Non-GAAP loss was $0.27 per share in the second quarter, as compared with non-GAAP loss per share of $0.05 in the corresponding prior-year period. See the tables below for the reconciliation of Non-GAAP measures.
Balance Sheet
At quarter-end, the Company hadcash and cash equivalents of $299million, and total debt was$444 million.
As ofAugust 2, 2025, the Company's merchandise inventories were $1,709 million, 3.7%higher than at the end of the second quarter last year due largely to a strategic pull-forward of fall product and a 100 basis point change related to foreign exchange currency fluctuations. Excluding the effect of foreign currency fluctuations, merchandise inventories increasedby 2.7% as compared with the second quarter of last year.
Store Base Update
During the second quarter, the Company opened 2new storesand closed 11 stores. Also during the quarter, the Company remodeled or relocated 14 stores and refreshed 52 stores to our updated design standards, which incorporate key elements of our current brand design specifications.
As ofAugust 2, 2025, the Company operated 2,354 stores in 20countries inNorth America, Europe, Asia, Australia, and New Zealand. In addition, 243licensed stores were operating in theMiddle East, Europe, and Asia.
Agreement to be Acquired by DICK'S
As previously announced on May 15, 2025, Foot Locker, Inc. and DICK'S Sporting Goods entered into a definitive merger agreement under which DICK'S will acquire the Company. On August 22, 2025, Foot Locker, Inc. received shareholder approval for the acquisition. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired at 11:59 p.m. Eastern time on August 25, 2025 and all required regulatory approvals to complete the transaction have been received. The Company expects the transaction will close on September 8, 2025.
In light of the pending transaction with DICK'S, Foot Locker, Inc. will not be holding a conference call to discuss its second quarter 2025 results and will not be providing, or updating previously issued, financial guidance.
Disclosure Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. Other than statements of historical facts, all statements which address activities, events, or developments that the Company anticipates will or may occur in the future, including, but not limited to, such things as future capital expenditures, expansion, strategic plans, financial objectives, dividend payments, stock repurchases, financial outlook, and other such matters, are forward-looking statements. These forward-looking statements are based on many assumptions and factors, which are detailed in the Company's filings with the U.S. Securities and Exchange Commission.
These forward-looking statements are based largely on our expectations and judgments and are subject to a number of risks and uncertainties, many of which are unforeseeable and beyond our control. Factors that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements herein include, but are not limited to, the occurrence of any event, change or other circumstance that could give rise to the right of us or DICK'S Sporting Goods, Inc. (“DICK'S”) to terminate the Agreement and Plan of Merger by and among us, DICK'S and a wholly owned subsidiary of DICK'S (“Merger Sub”) pursuant to which, among other things, Merger Sub would be merged with and into us (the “Transaction”); the outcome of any legal proceedings that may be instituted against us, including with respect to the Transaction; the possibility that the Transaction does not close when expected or at all because conditions to closing are not satisfied on a timely basis or at all; reputational risk and potential adverse reactions of our customers, employees or other business partners; the diversion of our management's attention and time from ongoing business operations and opportunities due to the Transaction; and any other factors set forth in the section entitled “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended February 1, 2025, filed on March 27, 2025, and in the Company's Quarterly Report on Form 10-Q for the quarterly period ended May 3, 2025, filed on June 11, 2025. Any changes in such assumptions or factors could produce significantly different results. The Company undertakes no obligation to update the forward-looking statements, whether as a result of new information, future events, or otherwise.
Foot Locker, Inc.Condensed Consolidated Statements of Operations(unaudited)Periods ended August 2, 2025and August 3, 2024(In millions, except per share amounts) Second Quarter Year-to-Date 2025 2024 2025 2024Sales $ 1,851 $ 1,896 $ 3,639 $ 3,770Other revenue 6 4 12 9Total revenue 1,857 1,900 3,651 3,779Cost of sales 1,349 1,373 2,629 2,708Selling, general and administrative expenses 468 476 926 937Depreciation and amortization 51 51 102 102Impairment and other 15 9 291 23(Loss) income from operations (26) (9) (297) 9Interest expense, net (3) (3) (5) (4)Other income (expense), net (1) (2) 2 (6)Loss before income taxes (30) (14) (300) (1)Income tax expense (benefit) 8 (2) 101 3Net loss $ (38) $ (12) $ (401) $ (4)Diluted (loss) earnings per share $ (0.39) $ (0.13) $ (4.20) $ (0.04)Weighted-average diluted shares outstanding 95.6 95.0 95.4 94.8
Non-GAAP Financial Measures
In addition to reporting the Company's financial results reported in accordance with generally accepted accounting principles (“GAAP”), the Company reports certain financial results that differ from what is reported under GAAP. Non-GAAP financial measures that will be presented will exclude (i) gains or losses related to our minority investments, (ii) impairments and other, and (iii) certain tax matters that we believe are nonrecurring or unusual in nature.
Certain financial measures are 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 comparing 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 and are consistent with how executive compensation is determined.
Foot Locker, Inc.Non-GAAP Reconciliation(unaudited)Periods ended August 2, 2025and August 3, 2024(In millions, except per share amounts)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. The various non-GAAP adjustments are summarized in the tables below.
Reconciliation of GAAP to non-GAAP results: Second Quarter Year-to-Date 2025 2024 2025 2024Pre-tax (loss) income:(Loss) income before income taxes $ (30) $ (14) $ (300) $ (1)Pre-tax adjustments excluded from GAAP:Impairment and other (1) 15 9 291 23Other income / expense (2) (1) – (5) 2Adjusted income before income taxes (non-GAAP) $ (16) $ (5) $ (14) $ 24After-tax (loss) income:Net (loss) income $ (38) $ (12) $ (401) $ (4)After-tax adjustments excluded from GAAP:Impairment and other, net of income tax benefit of $4, $1, $43 and 11 8 248 19$4 million, respectively (1)Other income / expense, net of income tax expense of $-, $-, $- and (1) – (5) 2$- million, respectively (2)Tax valuation allowance and deferred tax cost write off (3) 1 – 125 -Adjusted net (loss) income (non-GAAP) $ (27) $ (4) $ (33) $ 17 Second Quarter Year-to-Date 2025 2024 2025 2024Earnings per share:Diluted (loss) earnings per share $ (0.39) $ (0.13) $ (4.20) $ (0.04)Diluted per share amounts excluded from GAAP:Impairment and other (1) 0.11 0.08 2.59 0.20Other income / expense (2) – – (0.05) 0.02Tax valuation allowance and deferred tax cost write off (3) 0.01 – 1.32 -Adjusted diluted (loss) earnings per share (non-GAAP) $ (0.27) $ (0.05) $ (0.34) $ 0.18
Foot Locker, Inc.Non-GAAP Reconciliation(unaudited)Periods ended August 2, 2025and August 3, 2024(In millions, except per share amounts)Notes on Non-GAAP Adjustments:(1) During the second quarter of2025, the Company recorded $15 million of expenses related to the pending acquisition by DICK'SSporting Goods. Acquisition-related charges consisted of costs necessary to consummate the acquisition, including legal and investing banking advisory fees, as well as employee retention costs. For the second quarter, impairment and otheralso included a net credit of $2 million, consisting of a $9 million benefit from lease terminations related tothe South Korea business shutdown, partially offset by $4 million of impairment of long-lived assets, primarily for the shutdown of a distribution center, and $3 million of accelerated tenancy from the closure of our global headquarters.Finally, werecognized$2 million of reorganization costs primarily related to the announced closure and relocation of the Company's global headquarters and othershutdown costs related toour businesses in South Korea, Denmark, Norway, and Sweden, and a distribution center related to our WSS business. Additionally, during the year-to-date period of 2025, the Company recordednon-cash impairment charges of $140 million to write down the WSS tradename and $110 million charge to write downgoodwill,as a result of a triggering event due to a reduction in the Company'sstock price and resulting market capitalization, coupled with general macroeconomic factors. Additionally, non-cash impairment charges of long-lived assets and right-of-use assets, as well as related accelerated amortization and lease terminations, related to the relocation of the global headquarters and the shutdown of the businesses that formerly operated in South Korea, Denmark, Norway, and Sweden totaled $21 million. Reorganization costs totaled $5 million. Thesecondquarter of2024 included a $9millionimpairment charge of long-lived assets and right-of-use assets, which wasprimarily related to the Company's decision to exit underperforming operations in South Korea, Denmark, Norway, and Sweden. For year-to-date2024,impairment and other also includeda loss accrual for legal claims of $7 million and a $7 millionimpairment of long-lived assets and right-of-use assets related to the Company's decision to no longer operate, and to sublease, one of its larger unprofitablestores in Europe.(2) For thesecond quarterof2025, other expense / income included a $1million adjustment on the gain related to the sale of the Greece and Romania businesses, bringing the year-to-date gain to $6 million. Additionally, theyear-to-date period of 2025included a $1million loss onour share of losses related to equity method investments. For year-to-date2024, the adjustments to other income / expense consisted of$2 million of our share of losses related to equity method investments.(3) In the first quarter of 2025, it was determined that due to recent weakness in market conditions, the ability to utilize the entirety of our European deferred tax asset was less likely than prior periods. Accordingly, the Company recorded a $117 million valuation allowance on all the deferred tax assets related to net operating loss carryforwards and deferred interest deductions related to certain of the Company's European business. The Company will continue to monitor the recoverability of deferred tax assets on a quarterly basis. Additionally, in connection with this assessment, the Company wrote off certain deferred tax costs of $7 million.In the second quarter, the Company recorded an adjustment to the first quarter charges of $1 million.
Foot Locker, Inc.Sales by Banner(unaudited)Periods endedAugust 2, 2025and August 3, 2024(In millions) Second Quarter Year-to-Date 2025 2024 Constant Comparable 2025 2024 Constant Comparable Currencies Sales Currencies SalesFoot Locker $ 764 $ 754 1.3 % 1.8 % $ 1,499 $ 1,513 (0.7) % 0.4 %Champs Sports 269 268 0.7 2.0 530 535 (0.7) 1.2Kids Foot Locker 165 154 7.1 7.6 348 337 3.3 5.3WSS 147 155 (5.2) (8.1) 307 315 (2.5) (6.3)Other 1 1 – – 1 1 – -North America 1,346 1,332 1.1 1.4 2,685 2,701 (0.4) 0.4EMEA 401 445 (15.3) (11.4) 747 839 (14.3) (10.8)Foot Locker 67 87 (21.8) (12.8) 133 159 (13.8) (7.2)atmos 37 32 6.3 9.7 74 71 – 0.7Asia Pacific 104 119 (14.3) (6.4) 207 230 (9.6) (4.6)Total $ 1,851 $ 1,896 (3.7) % (2.0) % $ 3,639 $ 3,770 (4.1) % (2.3) %
Foot Locker, Inc.Condensed Consolidated Balance Sheets(unaudited)(In millions) August 2, August 3, 2025 2024ASSETSCurrent assets:Cash and cash equivalents $ 299 $ 291Merchandise inventories 1,709 1,648Other current assets 364 404 2,372 2,343Property and equipment, net 899 905Operating lease right-of-use assets 2,052 2,173Deferred taxes 41 130Goodwill 655 764Other intangible assets, net 227 393Minority investments 115 150Other assets 146 95 $ 6,507 $ 6,953LIABILITIES AND SHAREHOLDERS' EQUITYCurrent liabilities:Accounts payable $ 542 $ 487Accrued and other liabilities 461 424Current portion of long-term debt and obligations under finance leases 4 5Current portion of lease obligations 482 496 1,489 1,412Long-term debt and obligations under finance leases 440 440Long-term lease obligations 1,843 1,978Other liabilities 157 226Total liabilities 3,929 4,056Total shareholders' equity 2,578 2,897 $ 6,507 $ 6,953
Foot Locker, Inc.Condensed Consolidated Statement of Cash Flows(unaudited)(In millions) Twenty-six weeks ended August 2, August 3,($ in millions) 2025 2024From operating activities:Net loss $ (401) $ (4)Adjustments to reconcile net (loss) income to net cash from operating activities:Tradename intangible asset impairment 140 -Impairment of goodwill 110 -Depreciation and amortization 102 102Deferred income taxes 49 (29)Impairment of long-lived assets and right-of-use assets 21 16Share-based compensation expense 13 13Gain on sales of businesses (6) -Change in assets and liabilities:Merchandise inventories (153) (143)Accounts payable 156 123Accrued and other liabilities 21 31Pension contribution (20) -Other, net (30) 17Net cash provided by operating activities 2 126From investing activities:Capital expenditures (107) (132)Minority investments (1) (1)Proceeds from sales of businesses 6 -Net cash used in investing activities (102) (133)From financing activities:Shares of common stock repurchased to satisfy tax withholding obligations (3) (5)Payment of obligations under finance leases (3) (3)Treasury stock reissued under employee stock plan 2 2Proceeds from exercise of stock options 1 5Payment of debt issuance costs – (4)Net cash used in financing activities (3) (5)Effect of exchange rate fluctuations on cash, cash equivalents, and restricted cash 1 -Net change in cash, cash equivalents, and restricted cash (102) (12)Cash, cash equivalents, and restricted cash at beginning of year 430 334Cash, cash equivalents, and restricted cash at end of period $ 328 $ 322
Foot Locker, Inc.Store Count and Square Footage(unaudited)Store activity is as follows: February 1, August 2, Relocations/ 2025 Opened Closed 2025 RemodelsFoot Locker U.S. 677 1 14 664 26Foot Locker Canada 84 – 3 81 1Champs Sports 383 1 8 376 3Kids Foot Locker 369 1 5 365 3WSS 151 1 1 151 1Footaction 1 – – 1 -North America 1,665 4 31 1,638 34EMEA (1) 608 7 25 590 83Foot Locker Pacific 96 – – 96 26Foot Locker Asia 11 – 11 – -atmos 30 – – 30 3Asia Pacific 137 – 11 126 29Total 2,410 11 67 2,354 146Selling and gross square footage are as follows: August 3, 2024 August 2, 2025(in thousands) Selling Gross Selling GrossFoot Locker U.S. 2,364 4,004 2,316 3,908Foot Locker Canada 257 423 254 416Champs Sports 1,497 2,356 1,410 2,218Kids Foot Locker 766 1,281 746 1,261WSS 1,479 1,779 1,578 1,900Footaction 3 6 3 6North America 6,366 9,849 6,307 9,709EMEA (1) 1,215 2,465 1,153 2,360Foot Locker Pacific 244 369 256 384Foot Locker Asia 52 98 – -atmos 28 47 28 47Asia Pacific 324 514 284 431Total 7,905 12,828 7,744 12,500
(1) Includes 7 and 6Kids Foot Locker stores, and the related square footage, operating in Europe for February 1, 2025and August2,2025, respectively.
Contacts: Kate Fitzsimons Investor Relations ir@footlocker.com LeighParrish Joele Frank, Wilkinson Brimmer Katcher lparrish@joelefrank.com mediarelations@footlocker.com
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