Item 2.02. Results of Operations and Financial Condition.

On May 22, 2020, Foot Locker, Inc. (the "Company") issued a press release announcing its financial and operating results for the first quarter of 2020. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, which, in its entirety, is incorporated herein by reference.

The Company is hosting a conference call on May 22, 2020 to discuss its first quarter of 2020 financial results and provide an update on the business.

The Company is making reference to financial measures not presented in accordance with U.S. generally accepted accounting principles ("GAAP") in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the nearest comparable GAAP financial measures is contained in the attached press release. The Company believes these non-GAAP financial measures provide useful information to investors because they allow for a more direct comparison of the Company's performance for the first quarter of 2020 to the Company's performance in the comparable prior-year period. The non-GAAP financial measures are 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.

In accordance with General Instruction B.2. of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.






 (d) Exhibits.




Exhibit No.   Description

  99.1          Press Release, dated May 22, 2020, issued by Foot Locker, Inc.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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