XML 53 R36.htm IDEA: XBRL DOCUMENT v3.26.1
Acquisition of Foot Locker (Tables)
 12 Months Ended
Jan. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combination Total purchase consideration for the Transaction was $2.5 billion, which was partially funded by cash on-hand in addition to the other components of consideration detailed in the table below:
(in thousands)September 8, 2025
Fair value of Stock Consideration$2,144,211 
Cash paid for outstanding Foot Locker common stock222,962 
Fair value of previously held equity interest (1)
111,632 
Pre-combination fair value of replacement equity awards 29,032 
Cash paid for the settlement of equity awards4,825 
Total fair value of consideration exchanged$2,512,662 
(1)Represents the fair value of 4.3 million shares of Foot Locker common stock held by the Company prior to the Transaction, which were retired pursuant to the Merger Agreement.
Business Combination, Recognized Asset Acquired and Liability Assumed
We have accounted for the Transaction as a business combination under the acquisition method in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations. The following table summarizes the preliminary purchase price allocation of the estimated fair values of assets acquired and liabilities assumed as of September 8, 2025:
(in thousands)September 8, 2025
Cash and cash equivalents$484,882 
Accounts receivable and other receivables147,432 
Inventories1,718,069 
Prepaid expenses and other current assets179,388 
Property and equipment697,865 
Operating lease assets1,876,206 
Intangible assets710,000 
Goodwill618,840 
Deferred income tax assets78,268 
Other assets144,264 
Accounts payable(590,654)
Accrued expenses(482,387)
Current operating lease liabilities(443,533)
Deferred revenue and other liabilities(112,253)
Long-term debt and financing lease obligations(420,760)
Long-term operating lease liabilities(1,876,709)
Deferred income tax liabilities(152,931)
Other long-term liabilities(63,325)
Total preliminary purchase price$2,512,662 
Business Combination, Pro Forma Information The unaudited pro forma combined financial information is provided for informational purposes only and may not be indicative of the operating results that would have occurred if the Transaction had occurred on February 4, 2024, nor is it indicative of the future results of the Company following the Transaction.
(in thousands, except per share amounts)Fiscal 2025Fiscal 2024
Net sales$21,786,502 $21,431,183 
Net income$755,469 $1,142,955 
Basic earnings per common share$8.51 $12.69 
Diluted earnings per common share$8.30 $12.34