UNITED STATES 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 18, 2004 FOOT LOCKER, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) New York - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-10299 13-3513936 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification Number) 112 West 34th Street, New York, New York 10120 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (212-720-3700) - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results of Operations and Financial Condition On November 18, 2004, Foot Locker, Inc. issued a press release announcing its operating results for the third quarter of 2004. A copy of the press release is furnished as Exhibit 99.1, which, in its entirety, is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release of Foot Locker, Inc. dated November 18, 2004 reporting operating results for the third quarter of 2004. 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 hereunto duly authorized. FOOT LOCKER, INC. ---------------------------------------- (Registrant) Date: November 18, 2004 By: /s/ Bruce L. Hartman -------------------------------------- Bruce L. Hartman Executive Vice President and Chief Financial Officer
EXHIBIT 99.1 [FOOT LOCKER, INC. LOGO] 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 Net Income Per Share Increases 15 Percent to $0.47 o Fourth Quarter EPS Expected to Increase 10 to 20 percent o Company is Operating 11 Stores Acquired in the Republic of Ireland o Cash Position Remains Strong o Quarterly Common Stock Dividend Increased 25 Percent to $0.075 Per Share - Equivalent to an Annualized Rate of $0.30 Per Share NEW YORK, NY, November 18, 2004 - Foot Locker, Inc. (NYSE: FL), the New York-based specialty athletic retailer, today reported financial results for its third quarter ended October 30, 2004. Third Quarter Results Net income increased 15 percent to $0.47 per share, or $74 million, from $0.41 per share, or $62 million last year. For the third quarter period, sales increased 14.4 percent to $1,366 million this year compared with sales of $1,194 million in the year-ago period. Third quarter comparable-store sales increased 1.2 percent. Year-to-Date Results Year-to-date net income increased 42 percent, to $1.31 per share, or $204 million, compared with $0.92 per share, or $136 million last year. Results from discontinued operations reflect an income tax benefit of $38 million, or $0.24 per share, in the second quarter of 2004, versus a loss related to revisions in estimates to discontinued reserves of $1 million, or $0.01 per share, in 2003. Income from continuing operations increased 15 percent, to $1.07 per share, or $166 million, versus $0.93 per share, or $138 million last year. Year-to-date sales increased 10.9 percent to $3,820 million, compared with sales of $3,445 million last year. Comparable-store sales increased 0.3 percent. "Our 15 percent increase in third quarter EPS was in line with our guidance range, reflecting a strong top-line sales increase and our very disciplined approach to expense management," stated Matthew D. Serra, Foot Locker, Inc.'s Chairman and Chief Executive Officer. "While our gross margin rate declined, primarily due to an unfavorable comparison to last year's very strong performance, we expect our fourth quarter gross margin rate to improve versus last year as we plan to continue to temper our promotional posture and benefit from a lower occupancy rate." Mr. Serra continued, "We are also optimistic that the improving comparable-store sales trend in our U.S. stores will continue and contribute to a successful fourth quarter. We remain encouraged by new product launches that will be available in our U.S. stores, including gaining access to additional quantities of certain marquee products that were missing from our stores last year. As a result of these factors, we expect our fourth quarter earnings per share to increase by 10 to 20 percent." - MORE - Foot Locker, Inc. 112 West 34th Street, New York, NY 10120 Operating Highlights During the third quarter, Foot Locker continued to manage and expand its worldwide store base to provide for maximum long-term growth and profitability. The Company opened 21 new stores, remodeled/relocated 37 stores and closed 24 stores. At October 30, 2004, the Company operated 3,955 stores in 17 countries in North America, Europe and Australia. As previously announced, the Company also purchased 11 stores in the Republic of Ireland during the third quarter. These stores have since been remodeled and are currently operating under the Foot Locker banner. Financial Position/Dividend Increase The Company continued to utilize its internally generated cash flow to fund its store expansion plans, reduce its liabilities and increase its cash dividends to shareholders. At the end of the quarter, the Company's cash position stood at $249 million. During the quarter, the Company also contributed an additional $56 million to its U.S. pension plan in advance of ERISA requirements. As previously announced, on November 17, 2004, the Company's Board of Directors increased Foot Locker, Inc.'s quarterly common stock dividend 25 percent from its previous amount to $0.075 per share, which is equivalent to an annualized rate of $0.30 per share. The increased dividend will be payable January 28, 2005 to shareholders of record on January 14, 2005. The Company is hosting a live conference call at 10:00 am (EST) on Friday, November 19, 2004. 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 29, 2004. 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, 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, and its plans for the integration of the Footaction stores. 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 - FOOT LOCKER, INC. Condensed Consolidated Statements of Operations (unaudited) Periods ended October 30, 2004 and November 1, 2003 (In millions, except per share amounts) - ------------------------------------------------------------------------------------------------------------------ Third Quarter Third Quarter 2004 2003 -------- --------- Sales $ 1,366 $ 1,194 Cost of sales 941 805 Selling, general and administrative expenses 270 250 Depreciation and amortization 38 37 Interest expense, net 4 5 ------- ------- 1,253 1,097 ------- ------- Income from continuing operations before income taxes 113 97 Income tax expense 39 35 ------- ------- Income from continuing operations 74 62 Loss on disposal of discontinued operations, net of tax -- -- ------- ------- Net income $ 74 $ 62 ======= ======= Diluted EPS: Income from continuing operations $ 0.47 $ 0.41 Loss on disposal of discontinued operations, net of tax -- -- ------- ------- Net income $ 0.47 $ 0.41 ======= ======= Weighted-average diluted shares outstanding 157.4 153.2 - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ Year-To-Date Year-To-Date 2004 2003 ------- ------- Sales $ 3,820 $ 3,445 Cost of sales 2,667 2,380 Selling, general and administrative expenses 786 724 Depreciation and amortization 109 112 Restructuring charge 2 1 Interest expense, net 12 14 -------- -------- 3,576 3,231 -------- -------- Income from continuing operations before income taxes 244 214 Income tax expense 78 76 -------- -------- Income from continuing operations 166 138 Income/(loss) on disposal of discontinued operations, net of tax 38(1) (1)(2) Cumulative effect of accounting changes, net of tax -- (1)(3) -------- -------- Net income $ 204 $ 136 ======== ======== Diluted EPS: Income/(loss) from continuing operations $ 1.07 $ 0.93 Income/(loss) on disposal of discontinued operations, net of tax 0.24(1) (0.01)(2) -------- -------- Net income $ 1.31 $ 0.92 ======== ======== Weighted-average diluted shares outstanding 156.9 152.2 - ------------------------------------------------------------------------------------------------------------------ (1) Income tax benefit related to discontinued businesses (2) Represents revisions in estimates to reserves for discontinued businesses. (3) Related to adoption of SFAS No. 143 "Accounting for Asset Retirement Obligations." - MORE - FOOT LOCKER, INC. Condensed Consolidated Balance Sheets (unaudited) (In millions) - -------------------------------------------------------------------------------------------- October 30, November 1, 2004 2003 ------------ -------------- Assets CURRENT ASSETS Cash and cash equivalents $ 249 $ 305 Merchandise inventories 1,291 1,077 Other current assets 155 104 ------------ --------------- 1,695 1,486 Property and equipment, net 700 620 Deferred tax assets 204 253 Other assets 507 339 ------------ --------------- $ 3,106 $ 2,698 ============ =============== Liabilities and Shareholders' Equity CURRENT LIABILITIES Accounts payable $ 420 $ 375 Accrued liabilities 243 265 Current liabilities and reserves for restructuring and discontinued operations 10 22 Current portion of long-term debt and obligations under capital leases 18 --- ------------ --------------- 691 662 Long-term debt and obligations under capital leases 346 336 Other liabilities 324 438 SHAREHOLDERS' EQUITY 1,745 1,262 ------------ --------------- $ 3,106 $ 2,698 ============ =============== - ---------------------------------------------------------------------------------------------------- - MORE - FOOT LOCKER, INC. Store and Estimated Square Footage - Continuing Operations (unaudited) (Square footage in thousands) - -------------------------------------------------------------------------------------------------- October 30, November 1, January 31, 2004 2003 2004 --------------------------------------------------------------- Foot Locker U.S. Number of stores 1,429 1,457 1,448 Gross square footage 5,821 5,935 5,916 Selling square footage 3,393 3,453 3,447 Footaction Number of stores 349 --- --- Gross square footage 1,689 --- --- Selling square footage 1,052 --- --- Lady Foot Locker Number of stores 567 592 584 Gross square footage 1,265 1,319 1,303 Selling square footage 705 732 723 Kids Foot Locker Number of stores 346 359 357 Gross square footage 837 870 863 Selling square footage 497 518 514 Champs Sports Number of stores 574 591 581 Gross square footage 3,192 3,295 3,239 Selling square footage 2,192 2,293 2,244 Foot Locker International Number of stores 690 620 640 Gross square footage 1,975 1,752 1,823 Selling square footage 1,055 965 992 Total Athletic Group Number of stores 3,955 3,619 3,610 Gross square footage 14,779 13,171 13,144 Selling square footage 8,894 7,961 7,920 - -------------------------------------------------------------------------------------------------- -XXX-