Good morning, and welcome to today's conference call and webcast to discuss Foot Locker, Inc.'s acquisition of WSS and atmos. At this time, all participants are in a listen-only mode. Later, we will conduct a question and answer session. This conference call may contain forward-looking statements that reflect management's current views of future events and financial performance, which are based largely on management's expect ations and judgments and are subject to change, subject to a number of risks and uncertainties, many of which are unforeseeable and beyond management's control. Management undertakes no obligation to update these forward-looking statements, which are based on many assumptions and factors, including the impact of COVID-19, effects of currency fluctuation, customer presence, economic and market conditions worldwide, and other risks and uncertainties described more fully in the company's press release and in reports filed with the SEC, including the most recently filed Form 10-K or Form 10-Q. Any changes in such assumptions or factors could produce significantly different results, and actual results may differ materially from those contained in the for ward-looking statements. Please note that this conference is being recorded. I will now turn the call over to James Lance, Vice President of Corporate Finance and Investor Relations. Mr. Lance, you may begin. Thanks, operator. Welcome, everyone, to our conference call to discuss Foot Locker, Inc.'s acquisitions of WSS and atmos, which we announced earlier today. On the call with me today is Dick Johnson, our Chairman and Chief Executive Officer, and Andrew Page, our Executive Vice President and Chief Financial Officer. Dick will begin with an overview of Foot Locker's growth strategy and how these tra nsactions enhance our portfolio and advance our strategic imperatives. Andrew will discuss the terms of the transactions and financials in more detail. Following that, we'll open up the call for Q&A. Frank Bracken, Executive Vice President and Chief Executive Officer, North America, and Scott Martin, Executive Vice President and Chief Executive Officer, Asia Pacific, and Chief Strategy and Development Officer, will join us for the Q&A portion of today's call. As a reminder, the purpose of this call is to discuss today's transactions. We will discuss our second quarter results on our next earnings call, which we anticipate will take place at 9:00 A.M. Eastern Time on Friday, August 20th. We hope you will join us then. Today's call is being recorded, and the press release and slide presentation regarding today's news are available on the Investor Relations section of the Foot Locker website. With that, I'll hand the call over to Dick. Thank you, Jim, and good morning, and thank you, everyone, for joining us today. This is an exciting day for our company. At Foot Locker, our purpose is to inspire and empower youth culture around the world by fueling a shared passion for self-expression and creating unrivaled experiences at the heart of the global sneaker community. As our customers' relationship with fashion has continued to evolve, driven by constantly advancing technology, innovation, and connectivity, we are committed to staying at the forefront of these trends. We believe that the way young people live, their norms, values, and attitudes, has been the driving force behind the evolving retail landscape, and we are focused on zeroing in on this key part of our industry. Ensuring that Foot Locker is a place young people seek out for inspiration and empowerment will give us a vital link to remaining culturally connected and staying ahead of the curve in the sneaker ecosystem. Our acquisitions of WSS and atmos will enhance our ability to do just that, combined with accelerating growth and increasing shareholder value. Before we discuss why we are so excited about these transactions, let's take a step back and look at Foot Locker's longstanding strategic imperatives. As we've discussed before, Foot Locker has laid out its path for driving accelerated growth and greater value for its stakeholders through four strategic imperatives: elevating the customer experience, investing for long-term growth, driving productivity, and leveraging the power of our people. Since our customers are moving faster than ever before, we need to invest in order to exceed their expectations and stay ahead of the competitive curve. We're continuously seeking out new ways to expand our customer base and drive community connectivity, gain access to new capabilities and business segments, and expand our geographic reach. This is a key reason behind the transactions we announced today with WSS and atmos. Both acquisitions fit our strategy to a T, while also tying back to our purpose in strengthening our connection to the sneaker community. These transactions also align with our vision for Foot Locker's future state, which you can see on slide 6. Let me describe how we're thinking about the industry landscape and our growth opportunities. In the middle of the slide, you'll see the segm ents where we already have strong positions with Foot Locker, Kids Foot Locker, Sidestep, Champs Sports, and Eastbay in the sneaker and sport culture segments. On the left and right, you can see areas where today's transactions with WSS and atmos start to fill in some of the white space in our industry. WSS expands our offerings through a classics-driven assortment with a Hispanic customer and family focus. Atmos gives us a strong foothold in boutique streetwear with a premium, globally recognized brand. The addition of WSS and atmos to our brand portfolio diversifies our store footprint and product mix, provides access to complementary and differentiated customer bases, and accelerates our growth both in North America and internationally. Let's get into more detail on these transactions, starting with a high-level overview of WSS. WSS is an athletic-inspired retailer focused on the large and rapidly growing Hispanic consumer demographic. Generating approximately $425 million in revenue in fiscal 2020, WSS has built a successful high-growth business by pioneering the neighborhood-based store model built on community engagement and a full family offering. WSS has a highly strategic and growing store fleet, which is 100% off mall and consists of 93 stores in key markets across California, Texas, Arizona, and Nevada. I'll touch again on this in a moment, but the geographic strength of WSS and its potential for growth is one of the key reasons we're so excited about this transaction. If we flip to slide 9, you can see some photos of WSS stores to give you a sense of its store fleet. We are also very impressed with the WSS mission to elevate the neighborhoods in which it operates. The WSS Cares! initiative is an example of the ways WSS and its teams live out this commitment through community engagement. At Foot Locker, we believe that being connected to our communities is an important part of understanding our customers and inspiring them, and we admire how deeply WSS understands this connection and the good this can do in its communities. Now, let's dive into why this transaction makes so much sense for Foot Locker. As I've mentioned, WSS accelerates our growth trajectory in North America with a differentiated target consumer, and it supports our strategy to expand into more off-mall stores. WSS has a community-driven business that fosters deep relationships with customers. This is made evident by the fact that approximately 80% of its sales comes from WSS customers who are members of its loyalty program. The WSS customer base focuses on Hispanic and Latinx communities across the full family, a large, rapidly growing, and complementary customer base where this business is already strongly positioned. Further, WSS has a significant West Coast presence with more than two-thirds of its fleet in California. This acquisition will expand our reach in a key geography that has been under-penetrated by Foot Locker banners and provide a path to growth with entry into new underserved markets. On the product mix side, the WSS assortment of classic styles will further diversify Foot Locker's offerings with highly complementary products, enabling the company to serve a broader range of consumer needs across price points. It is clear that WSS is a great growth asset with a three-year revenue CAGR of approximately 15% from 2017 through 2020. The pieces are all in place for Foot Locker to take this great business and unlock its growth potential by accelerating its expansion through deeper resources while maintaining the core values and customer relationships that make WSS such a compelling asset. Our goal is to grow WSS into a billion-dollar brand in the long term. As we have discussed previously, our strategy in North America revolves around diversification, and in EMEA, our priority is the enhancement of our existing capabilities. In the Asia Pacific region, our focus is simple, growth. With a less than 1% market share in 2020, we're really just scratching the surface here. As the world's third-largest economy and with a $6 billion total addressable market, Japan is a highly strategic and highly relevant market as we kick our growth in the Asia Pacific region into high gear. Not only is the economic opportunity in Japan sizable, the acquisition of atmos establishes a strong position in the Japanese market that will also boost our access and ability to inspire and empower youth culture. Japan is a high-profile influencer of youth culture in Asia and beyond, with densely populated urban centers that are hotbeds for creativity and innovation in personal style, where sneaker culture is closely intertwined with the local fashion scene. We're thrilled to be adding a business like atmos that has cultural capital and connectivity in a marketplace that is at one of sneaker culture's cores. Now let's turn to a high-level overview of atmos. Founded in 2000 as one small retail store in Tokyo, atmos has grown into a top-tier multi-branded sneaker boutique and established itself as a globally respected, high-profile player in sneaker culture during its two-decade run. Atmos is a compelling asset from a digital perspective with a robust omni-channel platform and online presence. Today, atmos has also expanded into 49 total store locations, 39 of which are located in Japan, and has an exclusive in-house label and collaborations with leading brands.We've worked closely with atmos in the past on product collaborations, so we know them well. We are thrilled to continue partnering with their teams now as a banner within the Foot Locker family. Atmos is a digitally led, culturally connected brand. In 2020, atmos generated over 60% of its revenue through digital channels, and they also have a strong and active social media presence. We are impressed with what they've already been able to do digitally around the globe, and we're looking forward to building off the foundation of this success. Experiential stores are one of the trademarks of atmos. On slide 15, we show some photos from a few of their stores that showcase the premium level of design and style in atmos locations. Atmos is also known for its top-tier product assortment. We wanted to show a sample of these innovative offerings from a few collaborations that exemplify the cultural insights and creativity of its product concepts. Let's discuss the strategic benefits of the atmos acquisition in more depth. The distinctive brand identity of atmos makes it a unique asset to bring into the Foot Locker portfolio. Customers recognize atmos as a premium sneaker retailer at the forefront of trends in youth culture. This reputation is underscored by its strong vendor relationships that have resulted in collaborations and partnerships with leading names in the sneaker ecosystem. The reach and relevance of the atmos brand is supported by its strong online presence and robust omni-channel capabilities. With atmos, we are executing against our expansion initiative in the rapidly growing Asia Pacific market in establishing a critical entry point into Japan. By acquiring a recognized and influential brand and key region, Foot Locker will also benefit from immediate scale. Now, I'd like to hand the call over to Andrew to discuss the financials of the two transactions and wrap up. Thanks, Dick. I'll now walk through a financial summary of the acquisitions announced today. We have signed a definitive agreement to acquire WSS for a purchase price of $750 million, as well as a definitive agreement to acquire atmos for $360 million. For the atmos transaction, there is an additional purchase consideration potential based on achieving certain revenue growth and EBITDA performance targets. Both transactions will be funded with the company's available cash. We expect both transactions to deliver significant financial benefits and drive additional value for shareholders through accelerated profitable growth. The acquisitions of WSS and atmos are expected to be accretive to Foot Locker's EPS in fiscal 2021. Following the close of the transactions, both WSS and atmos will maintain their brand names as part of Foot Locker's portfolio, preserving both businesses' brand identities, both ethos and unique value propositions within the Foot Locker family of brands. WSS and atmos management will also continue to lead their respective businesses. On the path forward, we expect both transactions to close late in the third quarter of 2021. The transaction with WSS is subject to HSR clearance, and both transactions are subject to the satisfaction of customary closing conditions. To wrap up, we are confident that we have announced two great transactions today that will expand our customer base, drive community connectivity, provide access to new capabilities and business segments, and expand Foot Locker's global reach. WSS and atmos are two compelling businesses with notable strengths. We're confident that with Foot Locker's operational experience and depth of resources, we'll be able to grow WSS and atmos to achieve more than each business could alone. We're eager to welcome their talented teams into the Foot Locker family and hit the ground running to deliver for our customers and communities. Together, we look forward to accelerating Foot Locker's global growth and creating additional value for all of our stakeholders as we continue to execute our strategic imperatives and engage, inspire, and empower youth culture around the world. With that, operator, please open up the call for questions. Thank you. Ladies and gentlemen, we will now begin the question and answer session. John Kernan with Cowen is on the line with a question. Excellent. Thanks for taking my question. Congrats on getting these deals done. Thanks, John. You talked about white space for both atmos and WSS. Can you talk to the growth projections you made for both concepts that were embedded in the valuations you paid? I think you talked to $1 billion in sales for WSS. I didn't catch the atmos growth projections, but anything you can give us in terms of how we should think about growth from the top line would be helpful. Absolutely. WSS certainly talked in the presentation, they've had a 15% CAGR over the last three fiscal years, and we see tremendous opportunity to continue to grow that business and the $1 billion that you referenced is where we see the next big stepping stone for the brand. We didn't get into the specifics around atmos in the deck. Again, we look at atmos a little bit different. They provide us a great entry point into Japan, and as we try to grow our Asia Pacific business, that's obviously one of the key markets that we have to be into. We also look at the great work that Hidefumi Hommyo does with his collaborations, and we think that we'll be able to accelerate those. We'll give more clarity around some of the growth projections as we get into talking more about these acquisitions in the future. Understood. Just one final question here. Can you talk to the level of profitability or future profitability potential? You did say there would be accretion in fiscal 2021, and I'm assuming in fiscal 2022, this probably does change the dollar amount of share repurchase a lot of us have in the model. Just curious if you could talk to the level of profitability or accretion. Yeah. We didn't get into the specifics, and I'll take a shot at the answer and then I'll turn it over to Andrew. Clearly, we believe both businesses are a great investment for the long term. As we've talked, we've had our four strategic pillars, and one of those was certainly investing for the long term. While we've had a share buyback program that's authorized and will continue to be authorized and we'll use appropriately, we believe that this use of capital for atmos and WSS, will actually fuel the business for the long term, and we believe that it'll be accretive this year and would expect it to continue to be accretive. Andrew, anything that you'd like to add? Yeah, I think, great point, Dick. I think, John, as you continue to focus, one of the things that we said about these two deals is that they are currently growing double digits. We're acquiring these assets that they already have a pretty good working model, and knowing where they're going, and they've perfected certain elements in their business model. Part of the growth thesis is that, we plan to continue to help them accelerate, but we think that we're going to continue to be intentional about our integration. We're not necessarily going in with a full plan, a full deep integration, but really more understanding and just leaning into their existing business models and making sure that we really understand where we need to be heavier with our integration and where we need to be a little bit lighter. We're not necessarily expecting significant drags on our profitability as it relates to integrating these acquisitions. Understood. Thank you. Thanks, John. Janine Stichter with Jefferies is on the line with a question. Good morning. I want to think about as you, I know it's early, but as you assess the WSS business, are there any areas that you feel like Foot Locker has particularly strong core competencies in that WSS potentially leverage, just thinking of best practices and where there might be areas of operational improvement that You mentioned the business is better off as a portion of the Foot Locker portfolio than alone? Where could you see operational opportunity? Yeah, it's a great question, Janine. Thanks. I think Andrew just talked a little bit about our thoughts around integration, but we certainly think that the WSS team, Eric and Richard, have developed a really aggressive mentality about serving this customer and working in the community, which lines up really well with what we do. We believe that we'll be able to get leverage throughout the communities where we'll operate. We look at some of the supply chain opportunities. We look at, they've got a strong digital effort. Their consumer doesn't shop much digitally, but they've got a strong digital connection with their consumer. Our ability to leverage across platforms as it relates to digital should be a positive. Obviously, back office functions, we'll take a look at and understand what it would mean. We think that fueling growth, they clearly have had a nice run rate with their 15% CAGR on the top line over the last three years. We think that that acceleration can certainly continue and that we'll be able to fuel that through our processes, both from a capital point of view and a people resources point of view. Great. Then just circling back on the buyback, can you remind us, Andrew, is there a minimum cash balance that you like to keep on the balance sheet as just we think about what's left for future repurchases? I think that, from a working capital perspective, we think post these acquisitions, we still feel confident with our cash balances. We are acquiring these acquisitions through available cash. We believe I mean, you can do the math. We believe that our remaining cash on our balance sheet will be sufficient to continue to operate, at the level that we deem appropriate. Great. Thanks very much. Thanks, Janine. Kate McShane with Goldman Sachs is on the line with a question. Hi. Thanks. Good morning. Hi, Kate. My question is just, in terms of the timing, why is this the right time to make these acquisitions? These have been companies that have been around for a while. Just if you could give any insight into that would be helpful. Thank you. Thanks, Kate. As we looked at the white space in the marketplace, right, knowing that we had some cash on the balance sheet, we've been evaluating things that could be truly accretive to our business. As we looked at the work that Hidefumi Hommyo's done over in Tokyo with atmos, certainly what Eric and Richard have done here in North America with WSS, I'm not sure that I can answer specifically why now. The question is, now is the right time for us, and all of the things aligned. Clearly we've all been impacted by COVID, so looking at a post-COVID world and looking at opportunities to continue to pivot off mall, which certainly the, excuse me, WSS does here in North America provides us a great opportunity. Now just is the time that we got the deals done, they lined up for us to announce them simultaneously, which I think as we think about our portfolio, Kate, it's two really strong additions to the global portfolio that we've got. Okay. Thank you. My follow-up question is just, I know you said you're going to keep the banners separate with WSS, but how do you think about the loyalty program and how that might change for WSS versus what you have at the Foot Locker banners right now? Yeah, Kate, that's a great question. We talked about 80% of their sales coming through their loyalty program today. One of the double clicks that we'll have to do when we get into running the business is truly understanding the levers of their loyalty program and compare and contrast them to FLX at Foot Locker and see where there are pluses that we may be able to see some things that they're doing. Likewise, we would certainly want to make sure that FLX is a part of their future as well. Again, it's we understand their program, but understanding the deep leverage that we could get with the combined programs is something that we'll have to get after once we get into the business. Thank you. Yep. Thanks, Kate. Our next question on the line comes from Susan Anderson with B. Riley. Please go ahead. Hi. Good morning. Thanks for taking my question. I was wondering if maybe you could give a little bit more detail on WSS store footprint. I know it's off mall and mainly West Coast base, I guess. Have you done any analysis within, like, say, a five or 10-mile radius, like how close they are to Foot Locker banners? I'm curious also if you have any details around if those two customers overlap at all between Foot Locker and WSS, if they shop both stores. Thanks. Thanks, Susan, for the question. I'll start it, and then I'll pass it to Frank to give a little more detail. Our market planning team has done a lot of analysis of the places that WSS stores are located. We've got some great working examples of where we opened a Foot Locker store between two of the WSS stores and zero impact to their stores. I do believe that there are some crossover customers, absolutely. I think that their service model and the way that they connect to the community builds a very loyal customer. We certainly have our Foot Locker, Champs Sports customers in the same marketplaces. I think as you combine them in the market, that there's a real positive, quite honestly. Frank, you may want to add a little bit of the detail to that. Yeah, absolutely. One of the things we certainly like is the footprint that helps us build out our business and level it out across the U.S. With the West Coast penetration in California, it's one of the places that our portfolio in general is under-penetrated relative to our national average, that immediately helps us out. The other thing is the 93 stores are all off mall, that model is something that we're very committed to continuing and extending as we grow. I think the key thing is really to think about the consumer. It truly is a different consumer. While there is certainly a little bit of overlap, that will naturally happen. They're very focused on the Hispanic consumer here in the U.S. Just look at the census data, 62 million Hispanics in the 2020 census. That's projected to grow to 75 million by 2030. The fastest growth is actually coming out of the Southeast region. That's followed by the Northeast and then the Midwest, places where the WSS brand is not currently penetrated. If you look at just the top 10 states in the U.S. by Hispanic population, WSS currently only operates in three of those top 10. Dick mentioned it's a growth story, and that's why we feel very confident in the consumer and the path forward. Okay, great. That's really helpful. Maybe if you could talk about how big the WSS stores are. From the pictures, they maybe look quite a bit bigger than the Foot Locker stores. Are there any differences in the way they merchandise or any call-ups, I guess, in the way they merchandise their stores versus your Foot Locker stores? I'm not sure if you mentioned what the digital business is for WSS. Well, I'll start with that. Their digital sales penetration is fairly low, but they've got great digital connectivity with their consumer. Again, there's a fair amount of cash transactions, similar to many of our areas with Foot Locker. It's more important to us that they've got great digital connectivity with their consumer, and the consumer decides how and where they want to shop. As you think about the spaces, they are certainly bigger than our traditional mall-based Foot Locker stores, right? I'd say between 10,000 and 14,000 sq ft. The 12,000 is the sweet spot. They're, generally speaking, other than their most premium areas, are open stack or customer self-serve, but they've got great associates on the floor that are helping those customers serve off the floor. They very much have great merchandising, products around the full family, the kids product, the women's product, the adult product, the adult male product, got a nice mix of apparel. It's a completely different thought process, Janine. I'm sorry, Susan, than No, I'm speaking with Susan, right? Sorry. I'm not very good with my notes this early in the morning in California. It's completely different than the way we think about merchandising the store. We're very much around the high heat product. We've got the genders, men's, women's, kids' broke out. They very clearly have great visual cues for each of those families of business. Again, significantly bigger, all off mall, as Frank said, and strong merchandising tendencies to support the full family offering that they've got. Really helpful. Thanks so much. Good luck with the acquisition. Yeah, thanks. Thanks, Susan. Our next question online is from Adrienne Yih with Barclays. Please go ahead, your line is open. Yes, congratulations on the acquisitions from me as well. Dick, I was wondering if you can talk about the price points at each of the brands. It seems like perhaps WSS might be a little bit lower than the average price point at Foot Locker, and then on the premium side, obviously atmos seems like it's at that premium level. Wondering if the atmos brand is that ultra-premium, kind of that high heat product. Secondarily, do either of them leverage your supply chain, your vendor relationships, and any synergies that may exist? Thank you very much. Well, I want to hit Adrienne on the last question, and then I'll ask Frank and Scott to jump in on some of the price points and some of the discussion of the brands in the marketplace. Certainly, we believe that we'll be able to leverage the supply chain. We'll be able to work through logistics with them as we think about WSS, the expansion that Frank talked about. Right now, with the heavy concentration in Southern California, they do a great job logistically. As they move out, being able to leverage the strength of our supply chain, I think, will be a real positive. Again, those are the things that we believe that we bring to the table to complement the great business model that they've got and the great level of service that they provide and the engagement in the communities. I'll jump to Frank and let him talk a little bit about the price points and some of the vendor leverage and some of the differences from a WSS perspective. We'll jump over to Scott. Yeah, thanks, Dick. It's definitely true. More of a classics driven sort of assortment and merchandise strategy at WSS. The AURs by item are lower than if you were to compare it to a Foot Locker where you have more launch, more marquee driven assortment and items. The interesting thing, though, is that the basket is pretty large at WSS. They cater to a Hispanic family. It's not uncommon to have a family shopping together three, four items in the basket, which drives that total transaction up to a pretty significant three digit sort of number, and a very good conversion number in store. They do a great job. Dick mentioned their service model. They get the best of both worlds, I think, allowing the consumer to navigate the store, but also providing that help and navigation within to find what the consumer's looking for. Again, Dick mentioned this idea of diversification. From a price point, from a consumer occasion, very different than what we currently have in our North America portfolio. It's very highly complementary to our current business. That said, there will definitely be some opportunities on the back end. You mentioned supply chain, and then some of the things around market planning and real estate development will certainly be areas that I think we can add some capability and some muscle to their already great team. I'll turn it over to Scott now. Yeah. Hey, Adrienne. Thanks for the question. A couple of thoughts. From an atmos perspective, the brand really plays at the top end of the pyramid, Tier 0 and 1, a little bit into Tier 2, and that certainly drives higher AURs. As you may know, they have a long and storied history of iconic collaborations with our strategic brand partners, many of which are pretty recognizable by all the sneakerheads out there in the world, and that tends to drive very full margins for us. Yeah, very helpful. My last quick question is, WSS, what has been the historical new store opening annually? I don't know if you've given it a ton of thought, but how should we think about regional to national expansion of that piece of the business? Seems like there's a lot of opportunity there. Yeah, there is, Adrienne, certainly as they've moved a little bit to the East with the openings in Texas and the statistics that Frank quoted a minute ago make us believe that there is plenty of growth opportunity outside of Southern California. We will certainly work through their opening plans, their store opening plans, and find ways to accelerate and leverage that. They've generally Frank, keep me on track here, but they generally opened eight to 10 to 12 stores a year, it seems like, with a little bit more aggressive openings the last couple of years and certainly a more aggressive outlook going forward. We believe that sort of opening cadence will allow us to fill in a lot of those white spaces in the markets that Frank referred to. Yeah, that's correct. One of the other comments I'll just make is the idea of clustering around markets. When they do enter a market, we do it with a multiple unit model so that we make sure that we have the ability to serve the consumer, that the brand is meaningful, and that we're connecting with the community in a really authentic way. We're not looking to do one-offs, but rather have critical mass in markets that we enter. Fantastic. Great news. Congratulations to the team. Thanks, Adrienne. Michael Binetti with Credit Suisse is on the line with a question. Hey, guys. Good morning. I want to ask about the accretion, especially on the WSS side here, since that's the bigger deal today. I guess, Dick, as you think about the medium term here is, I know you've gone through a few of the components, but is more of the accretion from your ability to grow it faster? As you look at the profitability of that business and what you can do, is the right thing to step down profitability first to accelerate growth? Is there an opportunity for the margins of that business to move up faster? As we think about that company, it's got a lot of logistics that Foot Locker doesn't have. A lot of emphasis on bilingual employees in every store, bilingual signage. Very high mix of cash transactions, very low digital mix that you pointed out. I don't know that you're getting the same data signal on that customer as you're used to with the rest of the business. I'm just trying to think of where more of the synergy comes from in the medium term that you pointed to. Well, we've talked a lot about their model already, right? They operate off mall. They've got different lease mechanics than we've got in the mall, certainly. They're very much a part of the community. To your point, they hire people that are bilingual, right? I mean, that's the community that they're there to serve. While I think our Foot Locker field team does a great job of connecting to the community, there is no doubt that the work that WSS's real estate team does when they pick a location, clearly identifies the right characteristics of the neighborhood and find the right size store, and they're very successful. Again, the labor model in terms of number of employees per store is probably fairly similar given the square footage. We see leverage from potential gross margin accretion. We certainly see leverage on the occupancy front. Andrew, you might want to jump in and talk a bit more about it, but we think that there is an opportunity to accelerate growth and gain leverage, quite honestly. Yeah. Dick, I think you did hit on a number of the key points. Again, I'll reiterate, just stepping into these transactions, they were both very accretive given their historical growth trends coming up to now. The fact that they provide differentiated offerings both on a consumer base and a product base allowed us to at least preliminarily look at them as a light touch integration and again, not predicting a drag on profitability. We'll continue to go in and evaluate where we can drive synergies. These are primarily growth stories, both on the top line and from a profitability perspective as we analyze them going into the acquisition. One [crosstalk] Go ahead. Go ahead. Sorry. No, go ahead. Take the question. Who does WSS believe they're taking customers from? Who do they believe they're competing with and taking customers from when they open a store in a new market? When you think about the demise of many department stores, where the full family would spend their day shopping. When you think about some of the other family channel folks that have had less success through the COVID periods. These markets, Michael, are just underserved. When they identify the right characteristics in the marketplace and open up a store, it really is people now have a place to go, which is what really fuels the model. We think that the customers are there. They're hungry, they're waiting to be served. As we identify these right locations, they've been able to be very successful with their door opening model. Thanks, guys. Our next question comes from Kimberly Greenberger with Morgan Stanley. Please go ahead. Oh, great. Thank you so much. Good morning, and thanks for all the information today. I wanted to ask about opportunities with atmos. You talked about, I think they've got a private label product. Is there any opportunity perhaps to bring that private label product to some of your U.S. stores? Are there other collaboration opportunities that you envision as a result of the acquisition? For Andrew, it sounds like on the share buyback and cash flow question that once we do the math on the purchase price of these acquisitions, that would be sort of your comfortable cash balance, and then future share repurchases would basically come from future free cash flow. Am I understanding you correctly on that? Please do correct my understanding if I've misunderstood. Thanks. Andrew, why don't you tackle that one first, and then Scott and I will get back to the product questions. Absolutely. Thank you, Kimberly. Yes. Just really being a little bit more specific on the earlier question around cash flows. We are funding these acquisitions through available cash. As you know, even before these acquisitions, we regularly monitor. Our cash position, and we've been doing share buybacks and doing those in an opportunistic fashion. As we go forward, obviously, we believe that the use of cash for these acquisitions would provide a significant, with a healthy way to return value to our shareholders. We will continue to evaluate our cash position, our working cash capabilities on a regular basis, given that these transactions obviously depleted $1.1 billion of our available cash. We'll continue to evaluate our available cash and evaluate the opportunities to continue to generate cash from operations, look to other opportunities to generate cash, and evaluate our share buyback opportunities in light of the disposition of this cash for these acquisitions. I would just reiterate on top of Andrew's answer there, that our number one objective has always been to invest in the business, right? We've got our strategic imperatives of elevating our customer experience, investing for long-term growth, which we certainly believe that atmos and WSS, the announcements today do that, driving productivity and leveraging the power of our people. When we combine that, we're going to continue, we believe, to generate free cash flow, and we will go through that same decision matrix of profitability, free cash flow, is it an opportunity to be buying stock shares back? It all fits together in the model. I guess the significant difference is, as Andrew talked about, is that this is a significant investment in both of these businesses that we have to metabolize into the business. If you go back to your first questions, Kimberly, around their private label and their private brands and their collabs, Hidefumi Hommyo is truly one of the innovators and creative people in the sneaker world. We expect that his creativity will be able to be elevated, and will we be able to bring some of those back into our other banners? I mean, those are things that we'll talk through with our vendor partners, et cetera, to make sure from a distribution point of view. They've got strong recognition across the work that Hidefumi Hommyo does and a strong recognition across the sneaker culture folks. Scott, I'll let you add in some details around the collabs and private label, but great question, Kimberly, because it's one of the things that we see as a real opportunity with atmos. Yeah. Thanks, Dick, and Kimberly, thanks for the question. As Dick said, I think we've got a strong and steady pipeline of new concepts and collaborations, and there will certainly be some opportunities for global connectivity there. If I just think about Japan for a moment, there's three new concept stores in Japan that have been built in the last year with FILA, with UGG, with adidas, and a really cool new Tokyo 23 Jordan concept coming in Q4 this year. There's also a really exciting atmos pink women's brand. We've just recently opened two new flagships in Tokyo and Osaka and more to come there. From a geographic expansion perspective, we're in just six countries today and only 10 stores internationally. We see lots of opportunity for expansion on that front. Great. Thanks so much. Just one final question on atmos. I think you said 60% 2020 e-commerce penetration for atmos. Can you just remind us what that was in 2019? I don't have that number off the top, Scott. I don't know if you do, but they've been a digitally led business for many years. Yeah. They've been running a really strong double-digit digital penetration for some time, and it's been north of 50%, even pre-COVID. Great. Thank you so much. Thanks, Kimberly. Oh, I do apologize. We are out of time for questions at this time. We will turn the call back over to Mr. James Lance for any closing remarks. Thank you for joining us today. Please join us again for our next earnings call, which we anticipate will take place at 9:00 A.M. on Friday, August 20th. The call will follow the release of our second quarter results earlier that morning. Thanks again, and goodbye. Thank you, ladies and gentlemen. This concludes today's conference call. Thank you for participating. You may now disconnect.