Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 22, 2013


Foot Locker, Inc.

(Exact Name of Registrant as Specified in its Charter)


New York 1-10299 13-3513936
(State or other Jurisdiction
of Incorporation)
(Commission File Number) (I.R.S. Employer
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


Former Name/Address
(Former name or former address, if changed from 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 Operation and Financial Condition


On November 22, 2013, Foot Locker, Inc. issued a press release announcing its operating results for the third quarter of 2013. The press release includes a non-GAAP financial measure of third quarter and year-to-date 2013 net income, excluding costs related to the integration of Runners Point Group and a tax benefit resulting from the conclusion of a foreign tax audit which enabled a reduction in tax reserves established in prior periods. The Company believes this non-GAAP financial measure provides useful information to investors because it allows for a more direct comparison of the Company’s performance for the third quarter of 2013 to the Company’s performance in the comparable prior-year period. The non-GAAP financial measure is provided in addition to, and not as an alternative to, the Company’s reported results prepared in accordance with GAAP. A reconciliation to GAAP is provided in the Condensed Consolidated Statements of Operations. 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




99.1 Press Release of Foot Locker, Inc. dated November 22, 2013 reporting operating results for the third quarter of 2013.




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.






Date: November 22, 2013 By: /s/ Lauren B. Peters
    Executive Vice President and
    Chief Financial Officer