Acquisition

9 Months Ended

Oct. 30, 2021

Business Combinations [Abstract]

Acquisition

2. Acquisition

Effective September 18, 2021, the Company, through its wholly-owned subsidiary Foot Locker Retail, Inc., acquired 100 percent of the shares of Eurostar, Inc., a Delaware corporation operating as WSS (“WSS”). WSS is a U.S.-based off-mall athletic footwear and apparel retailer, focused on the Hispanic consumer, which operates 93 stores primarily on the West Coast. The aggregate purchase price paid for the acquisition was $807 million ($737 million, net of cash acquired), subject to adjustment for finalization of the value of the net assets acquired and was funded with available cash. We believe that this acquisition enhances our growth opportunities in North America and creates further diversification and differentiation in terms of both customers and products.

The results of WSS are included in our consolidated financial statements since the acquisition date. The table on the following page summarizes the preliminary allocation of the purchase price to the fair value of assets acquired. The allocation of the purchase price shown in the table below is preliminary and subject to change based on the finalization of our detailed valuations, including the valuations of WSS tradename, private label tradenames, customer lists, other intangibles, and leases.

($ in millions)
Assets acquired:
Cash and cash equivalents	$	70
Merchandise inventories		80
Other current assets		10
Property and equipment, net		116
Operating lease right-of-use assets		143
WSS tradename		220
Other assets		4
Liabilities assumed:
Accounts payable	$	(58)
Current portion of obligations under finance leases		(3)
Current portion of lease obligations		(20)
Long-term portion of obligations under finance leases		(53)
Long-term lease obligations		(134)
Deferred taxes		(58)
Other liabilities		(4)
Goodwill		494
Total purchase price	$	807

We determined that the WSS tradename will have an indefinite life and will not be amortized.  The proforma effects of the acquisition have not been presented, as their effects were not significant to the consolidated results of operations.