SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ------------------ Date of Report (Date of earliest event reported): November 19, 2003 - -------------------------------------------------------------------------------- FOOT LOCKER, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York No. 1-10299 13-3513936 - ---------------------------- ---------------------- ---------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 112 West 34th Street, New York, New York 10120 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 720-3700 -------------- Item 7. Financial Statements and Exhibits. - ------ ---------------------------------- (c) Exhibits 99.1 Press Release of Foot Locker, Inc. dated November 19, 2003 reporting operating results for the third quarter of 2003. Item 12. Results of Operations and Financial Condition - ------- --------------------------------------------- On November 19, 2003, Foot Locker, Inc. issued a press release announcing its operating results for the third quarter of 2003. A copy of the press release is attached as Exhibit 99.1, which, in its entirety, is incorporated herein by reference. SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned being hereunto duly authorized. FOOT LOCKER, INC. --------------------------------- (Registrant) Date: November 19, 2003 By:/s/ Bruce L. Hartman --------------------------------- Bruce L. Hartman Executive Vice President and Chief Financial Officer 2
EXHIBIT 99.1 FOOT LOCKER, INC. N E W S R E L E A S E ---------------------- CONTACT: Peter D. Brown Vice President, Treasurer and Investor Relations Foot Locker, Inc. (212) 720-4254 FOOT LOCKER, INC. REPORTS THIRD QUARTER RESULTS o Income from Continuing Operations Increases 44 Percent o Third Quarter 2003 EPS $0.41 o Gross Margin Rate Improves 200 Basis Points o Company Doubles its Per Share Common Stock Dividend o Fourth Quarter EPS Expected to Exceed Current Analysts' Consensus Estimate o Company Extends its E-Commerce and Catalog Agreement with the NFL for 5 Years o Store Expansion into Republic of Ireland Planned for 2004 NEW YORK, NY, November 19, 2003 - Foot Locker, Inc. (NYSE: FL), the New York-based specialty athletic retailer, today reported financial results for its third quarter ended November 1, 2003. Third Quarter Results - --------------------- Income from continuing operations increased 44 percent to $62 million, or $0.41 per share, from $43 million, or $0.29 per share last year. For the 13-week third quarter period, sales increased 6.6 percent to $1,194 million this year compared with sales of $1,120 million in the year-ago period. Third quarter comparable-store sales increased 0.4 percent. Year-to-Date Results - -------------------- Income from continuing operations for the 39-week period ended November 1, 2003 increased 21 percent to $138 million, or $0.93 per share, compared with $114 million, or $0.77 per share last year. Year-to-date sales increased 4.6 percent to $3,445 million, compared with sales of $3,295 million last year. Comparable-store sales decreased 2.2 percent. "We are very pleased with our third quarter profit growth which reflects an improving sales trend in our U.S. stores, a strong gross margin rate improvement and diligent expense management," stated Matthew D. Serra, Foot Locker, Inc.'s President and Chief Executive Officer. "Our third quarter results also benefitted from a strong performance by our international Foot Locker stores and direct-to-customers business. The improving comparable-store sales trend is expected to continue as we begin to anniversary against several factors that have negatively affected our sales growth in the U.S. over the past 12 months, namely lower average price points, a somewhat tempered promotional posture and weak external economic factors." Mr. Serra continued, "We also expect our operating profit margin rate to continue to expand as a result of improved merchandise margins, lower occupancy expense rates and tight expense management. In addition, we are more encouraged by recent discussions with our top merchandise suppliers regarding new product launches that will be available in our U.S. stores beginning in the fourth quarter of 2003. Our inventories are current and well positioned to support fourth quarter sales. As a result of these factors, we are optimistic that we can exceed the current Wall Street analysts' fourth quarter consensus estimate of $0.37 per share." - MORE - Foot Locker, Inc. 112 West 34th Street New York NY 10120 Financial Position - ------------------ The Company's financial position continued to strengthen as debt, net of cash, was $34 million, a reduction of $68 million from the end of the third quarter last year. During the third quarter, the Company repurchased $17 million of its 8 1/2% debentures due in 2022, bringing the total amount repurchased to date to $26 million. On November 19, 2003, the Company's Board of Directors doubled Foot Locker, Inc.'s quarterly common stock dividend to $0.06 per share. The dividend will be payable January 30, 2004 to shareholders of record on January 16, 2004. The Company today also announced that it signed a 5-year extension with the National Football League, whereby Foot Locker designs, merchandises and fulfills NFL's official catalog and E-commerce site. This high-growth business is managed by the Company's Footlocker.com/Eastbay division and is fully integrated within their existing operating structure. Sales of NFL product through these catalogs and e-commerce sites are expected to be approximately $50 million in 2003. During the third quarter, the Company opened 30 stores, remodeled/relocated 66 stores and closed 19 stores. The Company expects to open an additional 28 stores during the fourth quarter, including 19 planned to open during November in Western Europe. In 2004, Foot Locker, Inc. plans to enter the Republic of Ireland, with 10 to 12 stores opened over time in highly populated areas. At November 1, 2003 the Company operated 3,619 stores in 16 countries in North America, Europe and Australia. The Company is hosting a live conference call at 10:00 a.m. (ET) on Thursday, November 20, 2003. This conference call may be accessed live from the Investor Relations section of the Foot Locker, Inc. website at http://www.footlocker-inc.com. The conference call will be available for webcast replay until 5:00 pm on Monday, November 24, 2003. Disclosure Regarding Forward-Looking Statements This press release contains forward-looking statements, which reflect management's current views of future events and financial performance. These forward-looking statements are based on many assumptions and factors detailed in the Company's filings with the Securities and Exchange Commission, including the effects of currency fluctuations, customer demand, fashion trends, competitive market forces, uncertainties related to the effect of competitive products and pricing, customer acceptance of the Company's merchandise mix and retail locations, the Company's reliance on a few key vendors for a majority of its merchandise purchases (including a significant portion from one key vendor), unseasonable weather, risks associated with foreign global sourcing, including political instability, changes in import regulations, disruptions to transportation services and distribution, and the presence of severe acute respiratory syndrome, economic conditions worldwide, any changes in business, political and economic conditions due to the threat of future terrorist activities in the United States or in other parts of the world and related U.S. military action overseas, and the ability of the Company to execute its business plans effectively with regard to each of its business units, including its plans for the marquee and launch footwear component of its business. Any changes in such assumptions or factors could produce significantly different results. The Company undertakes no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise. - MORE - 4 FOOT LOCKER, INC. Consolidated Statements of Operations (unaudited) Periods ended November 1, 2003 and November 2, 2002 (In millions, except per share amounts) - ------------------------------------------------------------------------------------------------------------------ Third Quarter Third Quarter 2003 2002 ------- -------- Sales $1,194 $1,120 Cost of sales 805 777 Selling, general and administrative expenses 250 235 Depreciation and amortization 37 37 Restructuring charge (income) (1) --- (1) Interest expense, net 5 5 ------ ------ 1,097 1,053 ------ ------ Income from continuing operations before income taxes 97 67 Income tax expense 35 24 ------ ------ Income from continuing operations 62 43 Income (loss) on disposal of discontinued operations, net of tax --- 2 ------ ------ Net income $ 62 $ 45 ====== ====== Diluted EPS: - ----------- Income from continuing operations $ 0.41 $ 0.29 Income (loss) on disposal of discontinued operations, net of tax --- 0.02 ------ ------ Net income $ 0.41 $ 0.31 ====== ====== Weighted-average diluted shares outstanding 153.2 150.7 - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ Year-To-Date Year-To-Date 2003 2002 ---- ---- Sales $3,445 $3,295 Cost of sales 2,380 2,320 Selling, general and administrative expenses 724 675 Depreciation and amortization 112 111 Restructuring charge (income) (1) 1 (2) Interest expense, net 14 19 Other income (2) --- (3) ------ ------ 3,231 3,120 ------ ------ Income from continuing operations before income taxes 214 175 Income tax expense 76 61 ------ ------ Income from continuing operations 138 114 Loss on disposal of discontinued operations, net of tax (1) (18) Cumulative effect of accounting changes, net of tax (3) (1) -- ====== ====== Net income $ 136 $ 96 ====== ====== Diluted EPS: - ------------ Income from continuing operations $ 0.93 $ 0.77 Loss on disposal of discontinued operations, net of tax (0.01) (0.11) ------ ------ Net income $ 0.92 $ 0.66 ====== ====== Weighted-average diluted shares outstanding 152.2 150.7 - ------------------------------------------------------------------------------------------------------------------ (1) Represents revisions in estimates to restructuring reserves for disposed businesses. (2) Amount in 2002 reflects real estate transactions. (3) Related to adoption of SFAS No. 143 "Accounting for Asset Retirement Obligations." - MORE - 5 FOOT LOCKER, INC. Condensed Consolidated Balance Sheets (unaudited) (In millions) - ---------------------------------------------------------------------------------------------------- November 1, November 2, 2003 2002 ------------------ ----------------- Assets CURRENT ASSETS Cash and cash equivalents $ 305 $ 255 Merchandise inventories 1,077 973 Assets of discontinued operations 2 2 Other current assets 102 138 ------ ------ 1,486 1,368 Property and equipment, net 620 628 Deferred tax assets 253 234 Other assets 339 272 ------ ------ $2,698 $2,502 ====== ====== Liabilities and Shareholders' Equity CURRENT LIABILITIES Accounts payable $ 375 $ 411 Accrued liabilities 265 218 Current liabilities and reserves for restructuring and discontinued operations 22 25 Current portion of long-term debt and obligations under capital leases -- 1 ------ ------ 662 655 Long-term debt and obligations under capital Leases 336(1) 356 Other liabilities 438(1) 366 SHAREHOLDERS' EQUITY 1,262 1,125 ------ ------ $2,698 $2,502 ====== ====== - ---------------------------------------------------------------------------------------------------- (1) Long-term debt and obligations under capital leases in 2003 were reduced by $3 million representing the fair value of interest rate swaps related to the Company's 8 1/2% debentures due in 2022. The Company's debt, net of cash calculation excludes the fair value of these interest rate swaps which are reflected in other liabilities. - MORE - 6 FOOT LOCKER, INC. Store and Estimated Square Footage - Continuing Operations (unaudited) (Square footage in thousands) - -------------------------------------------------------------------------------------------------------- November 1, November 2, February 1, 2003 2002 2003 ---------------------- ---------------------- --------------------- Foot Locker U.S. Number of stores 1,457 1,476 1,477 Gross square footage 5,935 6,017 6,043 Selling square footage 3,453 3,466 3,497 Lady Foot Locker Number of stores 592 610 606 Gross square footage 1,319 1,370 1,362 Selling square footage 732 783 781 Kids Foot Locker Number of stores 359 381 377 Gross square footage 870 921 912 Selling square footage 518 550 547 Champs Sports Number of stores 591 586 582 Gross square footage 3,295 3,281 3,262 Selling square footage 2,293 2,304 2,292 Foot Locker International Number of stores 620 561 583 Gross square footage 1,752 1,586 1,639 Selling square footage 965 892 920 Total Athletic Group Number of stores 3,619 3,614 3,625 Gross square footage 13,171 13,175 13,218 Selling square footage 7,961 7,995 8,037 - ----------------------------------------------------------------------------------------------- -XXX- 7