DICK’S Sporting Goods

2018 Annual Report

Dear Fellow Shareholders,

In last year’s letter, I discussed our efforts to drive reasonable gun reform. The mass shooting that took place in Parkland,
Florida in February 2018 had a profound impact on our entire nation, deeply affecting students and their families, our Company,
as well as me personally. This tragic event prompted our management team to remove assault-style rifles from all of our stores
permanently, to stop selling firearms and ammunition to anyone under the age of 21, and to stop selling high-capacity
magazines. We were inspired to make these decisions by the brave survivors of Parkland, recognizing that if they had the
courage to take a stand on gun safety at such a difficult time, then we should show the same courage and take a stand as well.

The Parkland tragedy was the catalyst for many important conversations, including in-depth discussions related to common
sense gun reform. I am a gun owner, and I support the Second Amendment. However, I believe that there are inconsistencies in
our laws and that we can effect changes to make our communities safer. Over the last year, we have worked diligently to
continue the conversation on common sense gun reform. We have met with government officials, learned from advocacy groups,
and shared our story at events and conferences. We are deeply committed to these initiatives and plan to continue them.

At the same time, the hunting category is a sizeable part of our business; however, there has been an overall slowdown in sales
in this category since the announcement of our new firearms policy. Despite this, we continue to believe that implementing this
new policy is the right decision for our athletes and our communities. In fact, if we could go back and revisit it, we would still
make the same choice today.

Within this context, we managed our business well throughout 2018, raising our earnings guidance three times. We delivered
record earnings per diluted share of $3.24 for the year, significantly exceeding the guidance of $2.80 to $3.00 that we provided
at the beginning of the year.  

Sports Matter
Our primary source of inspiration continues to be America’s youth. Children truly are our nation’s most precious natural resource,
and we are committed to doing all we can to support them and to keep them safe. We envision a time when kids are not worried
about violence in their schools or communities and instead can focus on being kids—spending time with friends and engaging in
extra-curricular activities. We believe one of the most rewarding ways they can do these things is by engaging in sport.

At DICK’S, we truly believe that sports make people better. Sports build character, increase confidence, and motivate kids to
stay in school and aim for higher education. Sports also keep kids busy and offer them a safe haven after school. This is why, in
addition to our efforts to make communities safer, we are proud of our Sports Matter program, which is dedicated to ensuring
that all kids have an opportunity to play. In partnership with the DICK’S Sporting Goods Foundation, our Sports Matter program
raises awareness about the importance of youth sports and provides funding to youth sports teams in need. Since 2014, we
have committed more than $100 million in support of Sports Matter, saving thousands of local teams and supporting more than
one million young athletes across all 50 states. 

Fueling Growth
During 2018, we tested several strategies to fuel our sales growth. These included making our stores more experiential and
employing key merchandise “strike points” that elevated our in-store presentation and leveraged the value of our exceptional
insight into the needs of today’s athletes. We also introduced more premium items for the enthusiast athlete, and we reallocated
floor space to merchandise categories that we identified as being both regionally relevant and growing—a measure that included
removing the hunting category from ten DICK’S stores. The initial results of these tests were very favorable, and in fact, the
stores where we eliminated hunting delivered positive comparable store sales and strong merchandise margin growth during the
fourth quarter. 

We posted several other notable business achievements during the year, including:

• We provided athletes with an improved online shopping experience, growing our eCommerce business to more than

$1.2 billion in sales, an increase of approximately 17% compared with the prior year. 

• We continued to deliver innovation and differentiation through our private brands, which generated double-digit sales

growth. 

• We reduced our expenses, eliminating approximately $30 million in unnecessary spending across all areas of our

business.

We also continued to reward the loyalty of our shareholders. During the year, we returned more than $400 million to
shareholders in the form of dividends and share repurchases, and we increased our quarterly dividend, raising it 32% in early
2018, followed by an additional 22% in early 2019. We ended the year in a strong financial position, with no long-term debt
except for an equipment loan.

Focused on the Future
We enter 2019 with enthusiasm about our business coupled with an unrelenting focus on building the best omni-channel
experience in the sporting goods industry. We recognize that to achieve this goal we must continue to reinvest in our business so
that we can meet the changing needs of our athletes and increase their engagement with us. 

Our retail stores generate more than 80% of our revenue. With this in mind, we are committed to driving the long-term growth of
this channel by enhancing the in-store experience and taking steps to consistently meet the demands of today’s athlete—from
the beginner to the enthusiast. We will expand our merchandise assortment, and we will work to make our stores more
experiential. This effort will include expanding our HitTrax™ technology and batting cages to more stores. This fun and
interactive experience helps our athletes select the best bat for their particular needs by testing and measuring critical factors
such as launch angle, exit velocity, and distance. 

We will also continue to rationalize our selling floor space. This initiative will center on removing the hunting category from
approximately 125 additional DICK’S stores where it underperforms and reallocating the floor space to higher growth
merchandise categories that are relevant to athletes within the particular region of each store. We will also deliver a much more
dominant merchandise presentation as we expand our strategic “strike point” presentations across the chain.

Our private brands will continue to be integral to our strategy to drive differentiation and exclusivity, and they will play a
prominent role in our space allocation and assortment strategies. We will expand the footprint of our CALIA brand in
approximately 80 DICK’S stores, launch a new athletic apparel brand in time for the back-to-school season, and enhance the
quality of our existing offerings. To support these strategies and help us reach our target of delivering $2 billion in private brand
sales, we will continue to make key investments in our product development team.

We will also take steps to drive continued growth in our eCommerce business. We believe we have a significant opportunity to
continue to improve our online experience through faster and more reliable delivery, and we are working toward this by making
substantial investments in our fulfillment capabilities. This effort includes opening two new dedicated eCommerce fulfillment
centers in New York and California, which will soon enable us to deliver the majority of our online orders within two business
days. We will also continue to improve our website’s functionality and performance by providing a faster and more convenient
checkout, improved page responsiveness, and exciting new content through our Pro Tips platform.

We will support all of these measures with strong and cohesive marketing. Specifically, we will shift our advertising focus toward
digital marketing and increased personalization, while still executing broad-based campaigns that are focused on building
passion and loyalty for the DICK’S brand. 

Moving Forward
We move forward as the clear leader in the sporting goods retail industry with an unwavering commitment to doing the right thing
for our shareholders, athletes, and communities. This includes making strategic investments that will fuel our long-term growth
and strengthen our leadership position, as well as continuing to manage our business in a way that reflects our corporate values. 

On behalf of our Board of Directors, our management team, and our teammates, we thank you—our valued shareholders—for
your loyalty. We also thank our athletes for continuing to choose DICK’S for their sporting goods needs, and we thank the many
communities we serve for their ongoing partnership. We are fully committed to rewarding this support by working to deliver
strong financial performance and steady business growth, as well as by continuing to uphold the high business standards that
are a DICK’S hallmark. 

Edward W. Stack 
Chairman and Chief Executive Officer 

UNITED STATES                                           

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended February 2, 2019

Commission File No. 001-31463

DICK'S SPORTING GOODS, INC.
(Exact name of registrant as specified in its charter)

Delaware
 (State or other jurisdiction of incorporation or organization)

16-1241537
 (I.R.S. Employer Identification No.)

345 Court Street, Coraopolis, Pennsylvania 15108
(724) 273-3400
(Address of principal executive offices, zip code, telephone number)
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Common Stock, $0.01 par value

Name of Each Exchange on which Registered
The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ    No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes þ    No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes þ    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o    No þ

The aggregate market value of the voting common equity held by non-affiliates of the registrant was $2,454,907,735 as of August 3,
2018 based upon the closing price of the registrant's common stock on the New York Stock Exchange reported for August 3, 2018.

The number of shares of common stock and Class B common stock of the registrant outstanding as of March 25, 2019 was 71,762,009
and 24,541,123, respectively.

Documents Incorporated by Reference: Part III of this Annual Report on Form 10-K incorporates certain information from the
registrant's definitive proxy statement for its Annual Meeting of Stockholders to be held on June 12, 2019 (the "2019 Proxy
Statement").

TABLE OF CONTENTS

Part I

Item 1. Business

Item 1A. Risk Factors

Item 1B. Unresolved Staff Comments

Item 2. Properties

Item 3. Legal Proceedings

Item 4. Mine Safety Disclosures

Part II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities

Item 6. Selected Financial Data

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8. Financial Statements and Supplementary Data

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

Item 9B. Other Information

Part III

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accountant Fees and Services

Part IV

Item 15. Exhibits and Financial Statement Schedules

Item 16. Form 10-K Summary

SIGNATURES

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Forward-Looking Statements

We caution that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of
1995) contained in this Annual Report on Form 10-K or made by our management involve risks and uncertainties and are
subject to change based on various important factors, many of which may be beyond our control. Accordingly, our future
performance and financial results may differ materially from those expressed or implied in any such forward-looking
statements. Investors should not place undue reliance on forward-looking statements as a prediction of actual results. These
statements can be identified as those that may predict, forecast, indicate or imply future results, performance or advancements
and by forward-looking words such as "believe", "anticipate", "expect", "estimate", "predict", "intend", "plan", "project",
"goal", "will", "will be", "will continue", "will result", "could", "may", "might" or any variations of such words or other words
with similar meanings. Forward-looking statements address, among other things, investments to enhance our store experience,
to improve our eCommerce fulfillment capabilities, and to implement technology solutions that improve the athlete experience
and our teammates’ productivity; the continued improvements to the functionality and performance of our own eCommerce
platform, including faster and more reliable delivery, faster and more convenient checkout, improved page responsiveness, and
new content development through our Pro Tips platform; plans to invest in the growth and marketing of our private brand
business; the opening of two new fulfillment centers during the third quarter of 2019; delivering the majority of our online
orders within two business days by the end of 2019; our plans to reduce our store growth rate and leverage our real estate
portfolio to capitalize on future opportunities in the near and intermediate term as our existing leases come up for renewal;
plans to remove hunt merchandise from approximately 125 Dick's Sporting Goods stores and replace with merchandise that is
more relevant to the local market; capturing displaced market share; the potential impact of the continuation of the promotional
environment in retail, broadened distribution channels of key vendors, and weak customer demand for firearms and other
hunting merchandise across the industry; attracting and retaining knowledgeable and skilled teammates; projections of our
future profitability; future results of operations; the effect of new or changes in existing tariffs; capital expenditures; anticipated
store openings and relocations; plans to return capital to stockholders through dividends or share repurchases; and our future
financial condition.

Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which
may cause actual results to differ materially from those expressed or implied in the forward-looking statements. A detailed
discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking
statements is included in the section titled "Risk Factors" (Item 1A of this Form 10-K). In addition, we operate in a highly
competitive and rapidly changing environment; therefore, new risk factors can arise, and it is not possible for management to
predict all such risk factors, nor to assess the impact of all such risk factors on our business or the extent to which any
individual risk factor, or combination of risk factors, may cause results to differ materially from those contained in any
forward-looking statement. The forward-looking statements included in this Annual Report on Form 10-K are made as of this
date. We do not assume any obligation and do not intend to update or revise any forward-looking statements whether as a result
of new information, future developments or otherwise except as may be required by the securities laws.

PART I

ITEM 1.  BUSINESS

General

Dick's Sporting Goods, Inc. (together with its subsidiaries, referred to as "the Company", "we", "us" and "our" unless specified
otherwise) is a leading omni-channel sporting goods retailer offering an extensive assortment of authentic, high-quality sports
equipment, apparel, footwear and accessories through a blend of dedicated associates, in-store services and unique specialty
shop-in-shops. The Company also owns and operates Golf Galaxy and Field & Stream stores, and Dick's Team Sports HQ, an
all-in-one youth sports digital platform offering scheduling, communications and live scorekeeping through its GameChanger
mobile apps, free league management services, custom uniforms and fan wear, and access to donations and sponsorships. The
Company offers its products through a content-rich eCommerce platform that is integrated with its store network and provides
customers with the convenience and expertise of a 24-hour storefront. 

The Company was founded in 1948 when Richard "Dick" Stack, the father of Edward W. Stack, our Chairman and Chief
Executive Officer, opened his original bait and tackle store in Binghamton, New York. Edward W. Stack joined his father's
business full-time in 1977 and in 1984 became President and Chief Executive Officer of the then two-store chain. Our vision is
to be the best sports company in the world. We create confidence and excitement by personally equipping all athletes to achieve
their dreams.

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We were incorporated in 1948 in New York under the name Dick's Clothing and Sporting Goods, Inc. In November 1997, we
reincorporated as a Delaware corporation and in April 1999 we changed our name to Dick's Sporting Goods, Inc. Our executive
office is located at 345 Court Street, Coraopolis, Pennsylvania 15108 and our phone number is (724) 273-3400. Our website is
located at dicks.com. The information on our website does not constitute a part of this Annual Report on Form 10-K. We
include on our website, free of charge, copies of our Annual and Quarterly Reports on Forms 10-K and 10-Q, Current Reports
on Form 8-K and amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act").

When used in this Annual Report on Form 10-K, unless the context otherwise requires or unless otherwise specified, any
reference to "year" is to the Company's fiscal year.

Business Strategy

The key elements of our business strategy are:

Focus on Our Customer. Our first priority is to put the customer, to whom we refer as athletes, at the center of everything that
we do. We believe that our mindset and our culture must ensure that every decision we make, whether in our stores or at our
Customer Support Center ("CSC"), improves the athlete’s experience. We will continue to make investments that enhance our
store experience, improve our eCommerce fulfillment capabilities and implement technology solutions that improve the athlete
experience as well as teammate productivity.

Our marketing program is designed to build loyalty for the Dick’s Sporting Goods brand while promoting our broad assortment
of brand name sporting goods equipment, apparel and footwear in a specialty store environment.  Our historical marketing
strategy has consisted largely of newspaper advertising supplemented by direct mail and seasonal use of local and national
television and radio.  While we continue to market through these traditional channels, we have more recently developed brand-
building marketing campaigns focused on building passion and loyalty to the Dick’s Sporting Goods brand and have shifted our
advertising focus toward digital marketing and personalization.  We continue to leverage our extensive and expanding customer
relationship marketing database from our ScoreCard Rewards program.  The Company continues to grow its community
presence through Team Sports HQ and sponsoring thousands of teams at the local level.

We continue to offer our Best Price Guarantee as a promise to our customers that if they find a lower price than ours, we will
match it. We also continue to enhance our ScoreCard loyalty program to make it more rewarding to our customers. At the end
of fiscal 2017, we discontinued our practice of expiring accrued ScoreCard points at year-end and moved to a rolling 12-month
expiration policy. We believe this will reduce customer frustration and will provide us an opportunity to drive customers back
to us after they earn points by shopping with us during the holiday season. We also launched a new tier of our ScoreCard
loyalty program during 2018 that better rewards our best customers for their loyalty to us.

Authentic Sporting Goods Retailer. Our history and core foundation is as a retailer of high-quality authentic athletic equipment,
apparel and footwear, which is intended to enhance our customers' performance and enjoyment of athletic pursuits, rather than
focusing our merchandise selection on the latest fashion trend or style. We believe our customers seek genuine, deep product
offerings, and that ultimately this merchandising approach positions us with advantages in the market, which we believe will
continue to benefit from new product offerings with enhanced technological features.

Our objective is not only to carry leading brands, but to carry a full range of products within each category, including premium
items for the sports enthusiast. We believe that the breadth of our product selections in each category of sporting goods offers
our customers a wide range of good, better and best price points and enables us to address the needs of sporting goods
consumers, from the beginner to the sports enthusiast, which distinguishes us from other large format sporting goods stores. We
also believe that the range of merchandise and extensive in-store support services that we offer allows us to differentiate and
compete effectively against all of our competitors, from traditional independent sporting goods stores and specialty shops to
other large format sporting goods stores and mass merchant discount retailers to internet-based retailers. 

Drive Omni-channel Growth. At the core of our omni-channel business are our stores. We believe when our customers connect
with the Dick's Sporting Goods brand they expect a seamless shopping experience, regardless of the manner in which they
choose to shop with us. We continue to see growth in the number of customers who shop with us both online and in our stores
and believe these omni-channel customers represent the future of retail. 

4

We plan to continue investing to improve the functionality and performance of our eCommerce site, including a faster and more
convenient checkout, improved page responsiveness and new content development through our Pro Tips platform. We believe
our biggest opportunity to continue improving our online experience is through faster and more reliable delivery. We plan to
open two new eCommerce fulfillment centers in New York and California during the third quarter of fiscal 2019, which will
enable us to deliver the majority of our online orders within two business days by the end of fiscal 2019. Like our customers,
we see retail as an omni-channel experience, where the distinctions between stores and online are becoming increasingly
irrelevant. 

We believe our store base gives us a competitive advantage over our online-only competitors, as our physical presence allows
us to better serve our customers by creating strong engagement through experiential elements, offering the convenience of
accepting in-store returns or exchanges and expediting fulfillment of eCommerce orders. We believe that offering support
services for the products we sell enhances the credibility of our associates and specialty store concepts with our customers and
further differentiates our stores from our competitors. 

Differentiating Dick's Sporting Goods. Our key partners invest in our stores to showcase their brands. We carry a wide variety
of well-known brands, including adidas, Asics, Brooks, Callaway Golf, Columbia, Easton, Nike, TaylorMade, The North Face,
Titleist, Under Armour and Yeti. We seek to leverage our partnerships to offer authenticity and credibility to our customers,
while differentiating ourselves from our competitors. Our brand partnerships also provide us with access to exclusive products
and allow us to differentiate our customers' shopping experience through initiatives such as our brand shops, which provide our
customers with a wider and deeper selection of products from our key brands.

To provide differentiation in assortment of products when compared to our competitors, we also offer a wide variety of private
brand products that are not available from other retailers. Our exclusive private brand offerings include brands that we own
such as Alpine Design, CALIA, ETHOS, Field & Stream, Fitness Gear, Lady Hagen, MAXFLI, Nishiki, Quest, Second Skin,
Tommy Armour, Top-Flite and Walter Hagen, as well as brands that we license from third parties including adidas baseball and
football, Reebok (performance apparel), Slazenger (golf) and Prince (tennis). Our private brands offer exceptional value and
quality to our customers, while also providing the Company with higher gross margins than we obtain on sales of comparable
third-party branded products. We consider our private brand strategy to be a key area of opportunity to increase productivity in
our stores and online, and have invested in a research, development and procurement staff to support our private brand
business. Looking forward, we intend to grow the CALIA line of women's athletic apparel and introduce new private brands
during fiscal 2019. Private brand sales represented approximately 14%, 12% and 10% of the Company's consolidated net sales
during fiscal 2018, 2017 and 2016, respectively.

The Company is also actively involved in local communities, sponsoring thousands of teams in various sports, and supports the
philanthropic efforts of its private corporate foundation, The Dick's Sporting Goods Foundation, whose primary mission is to
inspire and enable youth sports participation through the Sports Matter program. The Dick's Team Sports HQ business, which is
primarily comprised of Blue Sombrero, Affinity Sports, GameChanger and AD Starr, is focused on creating a holistic digital
eco-system to support and equip youth sports and establish relationships with millions of players. We plan to use Dick's Team
Sports HQ to stay top-of-mind for athletes and their families, and to create a powerful dataset that we will use to develop offers
that are tailored and timed to meet the needs of these athletes.

Merchandising

The following table sets forth the approximate percentage of our sales attributable to the hardlines, apparel and footwear
categories for the fiscal years presented:

Category
Hardlines (1)
Apparel
Footwear
Other (2)
Total

2018

Fiscal Year
2017

2016

43%
35%
20%
2%
100%

45%
34%
20%
1%
100%

45%
35%
19%
1%
100%

(1)

(2)

Includes items such as sporting goods equipment, fitness equipment, golf equipment and hunting and fishing gear.

Includes the Company's non-merchandise sales categories, including in-store services, shipping revenues and credit
card processing revenues.

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Segment information is further described within Note 1 to the Consolidated Financial Statements.

Selling Channels

We offer products to our customers through our retail stores and online. Although we sell through both of these channels, we
believe that sales in one channel are not independent of the other. Regardless of the sales channel, we seek to provide our
customers with a seamless omni-channel shopping experience.

Retail Stores:

Store Format. Each of our Dick's Sporting Goods stores unites several sports specialty stores under one roof, and typically
contains the following specialty shops: Team Sports, Athletic Apparel, Golf, Outdoor Lodge, Fitness and Footwear. We
believe our "store-within-a-store" concept creates a unique shopping environment by combining the convenience, broad
assortment and competitive prices of large format stores with the brand names, deep product selection and customer
service of a specialty store. Our Dick's Sporting Goods, Golf Galaxy and Field & Stream stores are designed to create an
exciting and interactive shopping environment for the sporting enthusiast that highlights our extensive product assortments
and value-added services.

We seek to expand our presence through the opening of new stores, and believe that growing our store network and
eCommerce business simultaneously will enable us to profitably grow the business by delivering an omni-channel
shopping experience for our customers. We plan to continue a reduced rate of store growth compared to historical levels as
we monitor the competitive retail landscape and focus our store growth in under-served and under-penetrated markets. In
fiscal 2019, we expect to open approximately seven new Dick's Sporting Goods stores and two new Golf Galaxy stores,
which represents a slight reduction from 2018. Additionally, we plan to relocate three Dick's Sporting Goods stores and
one Golf Galaxy store. We do not plan to open any new Field & Stream stores in 2019. Approximately two-thirds of our
Dick’s Sporting Goods stores will be up for lease renewal at our option over the next five years. We plan to leverage the
significant flexibility within our existing real estate portfolio to capitalize on future real estate opportunities over the near
and intermediate term as these leases come up for renewal.   

eCommerce:

Through our websites, we seek to provide our customers with in-depth product information and the ability to shop with us
at any time. In recent years, the Company has continued to innovate its eCommerce sites and applications with customer
experience enhancements, new releases of its mobile and tablet apps, and the development of omni-channel capabilities
that integrate the Company's online presence with its brick and mortar stores to provide our customers with an omni-
channel shopping experience. Currently, we have return-to-store capabilities for online orders, the ability to place online
orders in our stores if we are out of stock in the retail store and buy online pick-up in-store capabilities. We also have the
ability through our websites to ship orders placed online from our retail locations, which reduces delivery times for online
orders and improves inventory productivity. In fiscal 2018, eCommerce accounted for approximately 15% of our total net
sales.

Purchasing, Distribution and Customer Fulfillment

During fiscal 2018, we purchased merchandise from approximately 1,200 vendors. Nike, our largest vendor, represented
approximately 19% of our merchandise purchases. No other vendor represented 10% or more of our fiscal 2018 merchandise
purchases. We do not have long-term purchase contracts with any of our vendors and all of our purchases from vendors are
made on a short-term purchase order basis.

We currently operate five regional distribution centers to supply stores with merchandise. Vendors ship floor-ready merchandise
to our distribution centers, where it is processed and allocated directly to our stores or to temporary storage at our distribution
centers. Our distribution centers are responsible for consolidating damaged or defective merchandise from our stores that is
being returned to vendors. We have contracted with common carriers to deliver merchandise from all of our distribution centers
to our stores. During fiscal 2018, our stores received approximately 92% of merchandise through our distribution network with
the remaining merchandise being shipped directly to the stores from our vendors. We believe this flow of merchandise
facilitates prompt and efficient distribution to our stores in order to enhance in-stocks, minimize freight costs and improve our
inventory turns. 

6

We leverage our store and distribution center network, a third-party operated fulfillment center and direct shipping capabilities
from our vendors to ensure merchandise delivery speed to our customers and to minimize shipping costs. 

Competition

The market for sporting goods retailers is highly fragmented and intensely competitive. We compete with many retailing
formats, including large format sporting goods stores, traditional sporting goods stores, specialty and vendor stores, mass
merchants and department stores, internet and catalog-based retailers, and vendors selling directly to consumers. We seek to
attract customers by offering a wide range of products utilizing distinctive marketing in stores to create a unique shopping
environment and superior service through an omni-channel experience.

Employees

As of February 2, 2019, we employed approximately 15,200 full-time and 25,500 part-time associates. Due to the seasonal
nature of our business, total employment figures fluctuate throughout the year and typically peak during the fourth quarter.
None of our associates are covered by a collective bargaining agreement. We believe that our relations with our associates are
good.

Seasonality

Seasonality of the Company's business is discussed in further detail within Item 1A. "Risk Factors". 

Proprietary Rights

The Company has a number of service marks and trademarks registered with the United States Patent and Trademark Office,
including various versions of the following: "Alpine Design", "CALIA", "Dick's", "Dick's Sporting Goods", "DSG", "Ethos",
"Field & Stream", "Fitness Gear", "Golf Galaxy", "Golfsmith", "Lady Hagen", "MAXFLI", "Nishiki", "Primed", "Quest",
"ScoreCard", "ScoreCard Rewards", "Tommy Armour", "Top-Flite", "The Sports Authority" and "Walter Hagen". The
Company also has a number of registered domain names, including "dickssportinggoods.com", "dicks.com", "golfgalaxy.com",
"fieldandstreamshop.com", "caliastudio.com", "bluesombrero.com", "gamechanger.com" and "affinity-sports.com". Our service
marks, trademarks and other intellectual property are subject to risks and uncertainties that are discussed within Item 1A. "Risk
Factors". We have also entered into licensing agreements for names that we do not own, which provide for exclusive rights to
use names such as "adidas" (baseball and football), "Cobra" (youth golf sets), "Prince" (tennis), "Slazenger" (golf), "Louisville
Slugger" (hosiery), and "Reebok" (performance apparel) for specified product categories and, in some cases, specified sales
channels. Most of these licenses contemplate long-term business relationships, with substantial initial terms and the opportunity
for multi-year extensions. These licenses contain customary termination provisions at the option of the licensor including, in
some cases, termination upon our failure to purchase or sell a minimum volume of products and may include early termination
fees. Our licenses are also subject to general risks and uncertainties common to licensing arrangements that are described
within Item 1A. "Risk Factors".

Governmental Regulations

We must comply with various federal, state and local regulations, including regulations relating to consumer products and
consumer protection, advertising and marketing, labor and employment, data protection and privacy, intellectual property, the
environment and tax. In addition, in connection with the sale of firearms in our stores, we must comply with a number of
federal and state laws and regulations related to the sale of firearms and ammunition, including the federal Brady Handgun
Violence Prevention Act. Ensuring our compliance with these various laws and regulations, and keeping abreast of changes to
the legal and regulatory landscape present in our industry, requires us to expend considerable resources.

7

Executive Officers of the Company

The following table and accompanying narrative sets forth the name, age and business experience of the current Executive
Officers of the Company:

Name
Edward W. Stack

Lauren R. Hobart

Lee J. Belitsky

Paul J. Gaffney

John E. Hayes III

Holly R. Tyson

Age
64

Position
Chairman and Chief Executive Officer

50

58

52

56

47

President

Executive Vice President - Chief Financial Officer

Executive Vice President - Chief Technology Officer

Senior Vice President - General Counsel and Secretary

Senior Vice President - Chief Human Resources Officer

Edward W. Stack has served as our Chairman and Chief Executive Officer since 1984 when our founder and Mr. Stack's father,
Richard "Dick" Stack, retired from our then two-store chain. Mr. Stack has served us full-time since 1977 in a variety of
positions, including President, Store Manager and Merchandise Manager.

Lauren R. Hobart has served as our President since May 2017 and was appointed to the Company's Board of Directors in
January 2018. Ms. Hobart joined Dick's Sporting Goods in February 2011 as our Senior Vice President and Chief Marketing
Officer. In September 2015, Ms. Hobart was promoted to Executive Vice President and Chief Marketing Officer and was
promoted to Executive Vice President - Chief Customer & Digital Officer in April 2017. Prior to joining Dick's Sporting
Goods, Ms. Hobart spent 14 years with PepsiCo, Inc., most recently serving as Chief Marketing Officer for its carbonated soft
drink portfolio in the United States. During her career at PepsiCo, Ms. Hobart held several other significant marketing roles and
also spent several years in strategic planning and finance. Prior to joining PepsiCo, Ms. Hobart worked in commercial banking
for JP Morgan Chase and Wells Fargo Bank. Ms. Hobart formerly served as a member of the Board of Directors of Sonic Corp.
(Nasdaq: SONC) from 2014 - 2018. 

Lee J. Belitsky became our Executive Vice President - Chief Financial Officer in September 2016. Mr. Belitsky joined Dick's
Sporting Goods in 1997 as Vice President - Controller and has held a number of roles at Dick's Sporting Goods. From
September 2014 to September 2016, Mr. Belitsky served as Executive Vice President - Product Development and Planning,
Allocations and Replenishment; from July 2013 to September 2014, Mr. Belitsky served as Senior Vice President - Product
Development; from September 2011 to July 2013, he served as Senior Vice President - Chief Risk and Compliance Officer;
from January 2010 to September 2011, he served as Senior Vice President - Strategic Planning and Analysis and Treasury
Services; from February 2009 to January 2010, he served as Senior Vice President - Store Operations and Distribution /
Transportation; from April 2006 to February 2009, he served as Senior Vice President - Distribution and Transportation; from
December 2005 to April 2006, he served as Vice President - Treasurer; and from December 1997 to December 2005, he served
as Vice President - Controller. Prior to joining Dick's Sporting Goods, Mr. Belitsky was the Chief Financial Officer of Domain,
Inc., a Boston-based home furnishings retailer. He also served as Vice President - Controller and Treasurer with Morse Shoe,
Inc. and as an Audit Manager with KPMG LLP.

Paul J. Gaffney joined Dick's Sporting Goods as Executive Vice President - Chief Technology Officer in November 2017. Prior
to joining Dick's Sporting Goods, Mr. Gaffney served as Senior Vice President of Technology at The Home Depot, Inc. from
August 2014 to November 2017. Prior to joining The Home Depot, Inc., Mr. Gaffney was the founding Chief Executive Officer
of Keeps, Inc. from January 2014 to August 2014. Mr. Gaffney previously served as Chief Executive Officer of AAA of
Northern California, Nevada, and Utah from October 2011 to October 2014, where he also served as Chief Operating Officer
from June 2009 to October 2011. Mr. Gaffney held a variety of senior leadership roles in operations and technology at
Desktone, Inc., Staples, Inc., Charles Schwab & Co., and Office Depot from 1995 to 2011. 

John E. Hayes III became our Senior Vice President - General Counsel and Secretary in January 2015. Prior to joining Dick's
Sporting Goods, Mr. Hayes served as Senior Vice President and General Counsel of Coldwater Creek Inc. from February 2009
to September 2014. During his tenure with Coldwater Creek, Mr. Hayes also served as the Company's interim Chief Financial
Officer from November 2009 to April 2010 and as Senior Vice President, Human Resources from April 2010 to May 2013.
Prior to joining Coldwater Creek, Mr. Hayes was engaged for seventeen years in private law practice, most recently as a partner
with Hogan & Hartson, LLP, from March 2003 to February 2009. Prior to his legal career, Mr. Hayes practiced as an
accountant with KPMG LLP.

8

Holly R. Tyson joined Dick's Sporting Goods as Senior Vice President - Chief Human Resources Officer in August 2016. Prior
to joining Dick's Sporting Goods, Ms. Tyson served as the Chief Human Resources Officer at The Brink's Company from
January 2012 to August 2016. Prior to joining The Brink's Company, Ms. Tyson was Vice President Human Resources U.S.
Pharmaceuticals at Bristol-Myers Squibb from January 2010 to January 2012. During her tenure there, Ms. Tyson also served
as Executive Director Worldwide Pharmaceuticals Talent and U.S. Pharmaceuticals Sales Learning, Director Human Resources
U.S. Pharmaceuticals Sales Learning, Director Human Resources Cardiovascular Metabolics and Director Leadership and
Change from 2004 to 2010. Prior to her joining Bristol-Myers Squibb, Ms. Tyson held various human resources and
organizational development leadership roles at Alliance Consulting, Cigna Corporation and Accenture from 1994 to 2004.

ITEM 1A. RISK FACTORS

Risks and Uncertainties

Intense competition in the sporting goods industry and in retail could limit our growth and reduce our profitability.

The market for sporting goods retailers is highly fragmented and intensely competitive. Our current and prospective
competitors include many large companies, some of which have greater market presence (both brick and mortar and online),
name recognition and financial, marketing and other resources than we do. Further, the ability of consumers to compare prices
in real-time through the use of smartphones and digital technology puts additional pressure on us to maintain competitive
pricing. We compete with retailers from multiple categories and in multiple channels, including large formats; traditional and
specialty formats; mass merchants; department stores and catalog; internet-based and direct-sell retailers; and vendors that sell
directly to customers. Many factors affect the extent to which competition could affect our results, including as it relates to
pricing, quality, assortment, advertising, service, locations and reputation, and prolonged competitive pressures could have a
material effect on our results of operations. 

Omni-channel growth in our business is complex and there are risks associated with operating our own eCommerce
platform.

Our business has become increasingly omni-channel as we strive to deliver a seamless shopping experience to our customers
through both online and in-store shopping experiences. We utilize our own eCommerce platform that allows us to control our
customer experience without relying on a single third-party provider. Maintaining and continuing to improve our eCommerce
platform involves substantial investment of capital and resources, integrating a number of information and management
systems from different vendors, increasing supply chain and distribution capabilities, attracting, developing and retaining
qualified personnel with relevant subject matter expertise, and effectively managing and improving the customer experience.
This involves substantial risk, including risk of cost overruns, website downtime and other technology disruptions (including
interruptions, delays, or downtime caused by high volumes of users or transactions, deficiencies in design or implementation,
platform enhancements, power outages, computer and telecommunications failures, computer viruses, worms, other malicious
computer programs, denial-of-service attacks, security breaches through cyber-attacks from cyber-attackers or sophisticated
organizations, catastrophic events such as fires, tornadoes, earthquakes and hurricanes, and usage errors by our associates),
supply and distribution delays, and other issues that can affect the successful operation of our eCommerce platform. If we are
not able to successfully operate or continually improve our eCommerce platform, our reputation, operations, financial results,
and future growth could be materially adversely affected.

If we are unable to predict or effectively react to changes in consumer demand or shopping patterns, we may lose customers
and our sales may decline.

Our success depends in part on our ability to anticipate and respond in a timely manner to changing consumer demand,
consumer preferences, and shopping patterns regarding sporting goods. We must develop and execute merchandising initiatives
with marketing programs that appeal to a broad range of consumers and markets throughout the country. Consumer preferences
cannot be predicted with certainty and are subject to continual change and evolution. Additionally, our customers may also have
expectations about how they shop in stores or through eCommerce or more generally engage with businesses across different
channels or media (through online and other digital or mobile channels or particular forms of social media), which may vary
across demographics and may evolve rapidly. We often make commitments to purchase products from our vendors several
months in advance of the proposed delivery, which may make it more difficult for us to adapt to changes in consumer
preferences. 

Our sales may decline significantly if we misjudge the market for our new merchandise, which may result in significant
merchandise markdowns and lower margins, missed opportunities for other products, or inventory write-downs, and could have
a negative impact on our reputation and profitability. 

9

Our private brand offerings and new specialty concept stores expose us to increased costs and certain additional risks.

We offer our customers private brand products that are not available from other retailers. We expect to continue to grow our
exclusive private brand offerings through a combination of brands that we own and brands that we exclusively license from
third parties. From time-to-time, we also evaluate and operate new specialty concept stores, including, for example, our Field &
Stream stores. We invest in our research, development and procurement resources and marketing efforts relating to these
private brand offerings and new specialty concept stores. There is no assurance that our private brand products or any new
specialty concept store will be successful, and we could curtail or abandon any of our private brands or specialty concept stores
at any time. Factors that could cause us to curtail or abandon one of our private brands or specialty concept stores include
unexpected or increased costs or delays in development of the brand, demands on management resources, legal or regulatory
constraints, changes in consumer demands, preferences and shopping patterns regarding sporting goods, or a determination that
consumer demand no longer supports the brand or retail concept. Additional risks relating to our private brand offerings include
product liability and product recalls; our ability to successfully protect our proprietary rights (e.g., defending against counterfeit
or otherwise unauthorized goods); our ability to successfully navigate and avoid claims related to the proprietary rights of third
parties; and our ability to successfully administer and comply with obligations under license agreements that we have with
third-party licensors of certain brands.

Our business is dependent on consumer discretionary spending and reductions in consumer spending might adversely affect
the Company's business, operations, liquidity, financial results and stock price.

Our business depends on consumer discretionary spending, and as a result, our results are highly dependent on U.S. consumer
confidence and the health of the U.S. economy. Consumer spending may be affected by many factors outside of the Company's
control, including general economic conditions; consumer disposable income; consumer confidence; unemployment; the
availability, cost and level of consumer debt; the costs of basic necessities and other goods; and effects of weather or natural
disasters. A decrease in consumer discretionary spending may result in a decrease in customer traffic, same store sales, and
average value per transaction and might cause us to increase promotional activities, which will have a negative impact on our
gross margins, and all of which could negatively affect the Company's business, operations, liquidity, financial results and/or
stock price, particularly if consumer spending levels are depressed for a prolonged period of time. 

Harm to our reputation could adversely impact our ability to attract and retain customers and employees. 

Negative publicity or perceptions involving the Company or our brands, products, vendors, spokespersons, or marketing and
other partners may negatively impact our reputation and adversely impact our ability to attract and retain customers and
employees. Failure to detect, prevent, or mitigate issues that might give rise to reputational risk or failure to adequately address
negative publicity or perceptions could adversely impact our reputation, business, results of operations, and financial condition.
Issues that might pose a reputational risk include an inability to achieve our omni-channel goals, including providing an
eCommerce and delivery experience that meets the expectations of consumers; failure of our cyber-security measures to protect
against data breaches; product liability and product recalls; our social media activity; failure to comply with applicable laws
and regulations; our policies related to the sale of firearms and accessories; public stances on controversial social or political
issues; and any of the other risks enumerated in these risk factors. Furthermore, the prevalence of social media may accelerate
and increase the potential scope of any negative publicity we might receive and could increase the negative impact of these
issues on our reputation, business, results of operations, and financial condition. 

For example, after the Company announced changes to its policy relating to the sale of firearms and accessories and announced
its support for certain gun reform measures in the first quarter of 2018, the Company’s hunt business experienced an
accelerated decline.

An inability to execute our real estate strategy could affect our financial results.

Our financial performance depends on our ability to optimize our store lease portfolio, including opening new stores and
relocating existing stores in desirable locations, renewing leases for existing stores, restructuring leases for existing stores to
obtain more favorable renewal terms, refreshing and remodeling existing stores, and, if necessary, closing underperforming
stores. 

10

There is no assurance that we will be able to locate desirable real estate for new stores or relocations of existing stores, or that
an existing store will continue to be profitable in its current location. Additionally, our ability to negotiate favorable lease terms
on a new store location or a relocation of an existing store, or in connection with an expiring lease, remodel, consolidation, or
closing depends on conditions in the real estate market, competition for desirable properties, our relationships with current and
prospective landlords, or other factors that are not within our control. We may incur lease costs that are excessive and cause
operating margins to be below acceptable levels if we are unable to negotiate appropriate terms for new leases, relocations or
extensions. We may also make term commitments that are too long or too short, without the option to exit early or extend. 

If an existing store is not profitable, we might be required to record an impairment charge and we may not be able to terminate
the lease associated with the underperforming store. Our leases generally do not allow for termination prior to the end of the
lease term without economic consequences; so, if we decide to close a store, we are generally required to continue to perform
all obligations under the applicable lease, including the payment of rent, for the balance of the lease term and might also incur
termination charges. Even if we are able to assign or sublease the closed locations where our lease cannot be terminated, we
may remain liable for certain lease obligations if the assignee or sublessee does not perform.

Furthermore, the success of our stores depends on a number of factors including the sustained success of the shopping center
where the store is located, consumer demographics, and consumer shopping patterns. These factors cannot be predicted with
complete accuracy and may change over time, resulting in potentially less profitable stores. There is no assurance that we will
be able to reverse any decline in customer traffic or that increases in online sales will offset any decline in store traffic. We may
need to respond to declines in customer traffic or conversion rates by increasing markdowns or promotions to attract customers,
which could adversely impact our financial results.

Failure to secure desirable new store locations and relocation sites, successfully renew or modify existing leases, or effectively
manage the profitability of our existing stores could have a material adverse effect on our operations and financial results.

Our business relies on our distribution and fulfillment network and our customer support center. An inability to optimize
this network or a disruption to the network, could cause us to lose merchandise, be unable to effectively deliver merchandise
to our stores and customers, and adversely affect our financial condition and results of operations.

We own a 917,000 square foot distribution center in Conklin, New York and a 624,000 square foot distribution center in
Goodyear, Arizona. We lease a 914,000 square foot distribution center near Atlanta, Georgia, a 725,000 square foot distribution
center in Plainfield, Indiana, and a 601,000 square foot distribution center in Smithton, Pennsylvania. We also own a 670,000
square foot customer support center in Coraopolis, Pennsylvania that serves as our corporate headquarters. We plan to open an
eCommerce fulfillment center and an additional third-party logistics fulfillment site during the third quarter of fiscal 2019. The
eCommerce fulfillment center will operate at the Conklin property identified above and the third-party logistics fulfillment site
will be located in California. The ability to optimize our distribution and fulfillment network depends on general economic and
real estate conditions which are beyond our control.

We may not be able to maintain our existing distribution centers if the cost of the facilities increase or the location of a facility
is no longer desirable. In those cases, we may not be able to locate suitable alternative sites or modify or enter into new leases
on acceptable terms. Furthermore, we may need to locate new sites for eCommerce fulfillment centers to satisfy omni-channel
demand. If we cannot locate suitable locations for these fulfillment centers on acceptable terms, we will need to rely on our
store network, third-party operated fulfillment centers, our distribution centers, and vendors to help meet our fulfillment needs. 

An inability to optimize our distribution and fulfillment network, including the expiration of a lease or an unexpected lease
termination at one of our facilities (without timely replacement of the applicable facility) or serious disruptions (including
natural disasters) at any of these facilities or any delay in opening either of the new eCommerce fulfillment center might impair
our ability to adequately stock our stores, process returns of products to vendors, and fulfill eCommerce orders at the speed
expected by customers; increase costs associated with shipping and delivery; damage a material portion of our inventory; and
otherwise negatively affect our operations, sales, profitability, and reputation.

11

Our strategic plans and initiatives may initially result in a negative impact on our financial results and such plans and
initiatives may not achieve the desired results within the anticipated time frame or at all. 

Our ability to successfully implement and execute our strategic plans and initiatives is dependent on many factors, some of
which are out of our control. In response to a number of challenging conditions in the retail market as a whole, we may increase
promotional activities to drive market share to our stores and online. An increase in promotional activities, which will have a
negative impact on our gross profit margin, may not achieve the desired results. We also plan to focus on long-term strategic
investments, including investments in our digital capabilities, our eCommerce platform, improvements to the customer
experience in our stores and online, our supply chain, enhancements to our Scorecard loyalty program, the continued
development of our private brands and the Team Sports HQ business, and attracting and retaining knowledgeable and skilled
associates and improving associate productivity. These longer-term strategies may require significant capital investment and
management attention at the expense of other business initiatives. Additionally, any new initiative is subject to certain risks,
including customer acceptance, competition, product differentiation, and the ability to attract and retain qualified personnel. For
example, we plan to remove hunt merchandise from 125 Dick's Sporting Goods stores in 2019 where the category under-
performs and is less relevant to the market. We plan to utilize this space for categories that are under-served based on the needs
of the particular market. If we are not be able to successfully execute our strategic plans and initiatives to achieve the intended
results in the anticipated time frame or at all, our results of operation and financial condition may be adversely affected.
Additionally, failure to meet stockholder expectations, particularly with respect to earnings, sales, and operating margins could
result in volatility in the market value of our stock. 

Unauthorized disclosure of sensitive or confidential customer information could harm the Company's business and
standing with our customers.

The protection of our customer, associate and Company data is critical. The Company receives confidential customer data,
including payment card and personally identifiable information, in the normal course of customer transactions. While we have
taken significant steps to protect customer and confidential information, the intentional or negligent actions of employees,
business associates or third parties may undermine our security measures and result in unauthorized parties obtaining access to
our data systems and misappropriating confidential data. There can be no assurance that advances in computer capabilities, new
discoveries in the field of cryptography or other developments will prevent a compromise of our customer transaction
processing capabilities and personal data. Because the techniques used to obtain unauthorized access to, disable, degrade, or
sabotage systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate
these techniques or to implement adequate preventative measures. While we have no knowledge of any material data security
breaches to date, any compromise of our data security could result in a violation of applicable privacy and other laws or
standards, significant legal and financial exposure beyond the scope or limits of our insurance coverage, interruption of our
operations, increased operating costs associated with remediation, equipment acquisitions or disposal, added personnel, and a
loss of confidence in our security measures, which could harm our business or investor confidence. Any security breach
involving the misappropriation, loss or other unauthorized disclosure of sensitive or confidential information could attract a
substantial amount of media attention, damage our reputation, expose us to risk of litigation and material liability, disrupt our
operations and harm our business.

Our ability to operate and expand our business and to respond to changing business and economic conditions is dependent
upon the availability of adequate capital. The terms of our senior secured revolving credit facility impose certain restrictions
that may impair our ability to access sufficient capital.

The operation and growth of our business, including opening new stores and expanding our eCommerce business, and our
ability to respond to changing business and economic conditions depend on the availability of adequate capital, which in turn
depends on cash flow generated by our business and, if necessary, the availability of equity or debt capital. Our current senior
secured revolving credit facility contains provisions that limit our ability to incur additional indebtedness or make substantial
asset sales, which might otherwise be used to finance our operations. In the event of our insolvency, liquidation, dissolution or
reorganization, the lenders under our senior secured revolving credit facility would be entitled to payment in full from our
assets before distributions, if any, were made to our stockholders.

If we are unable to generate sufficient cash flows from operations in the future, and if availability under our current senior
secured revolving credit facility is not sufficient to meet our capital needs, we may have to obtain additional financing. We may
not be able to obtain such refinancing or additional financing on favorable terms or at all. Our liquidity or access to capital
could also be adversely affected by unforeseen changes in the financial markets and global economy.

12

We are subject to costs and risks associated with a complex regulatory, compliance and legal environment, including
increased or changing laws and regulations affecting our business, particularly those relating to the sale of consumer
products and firearms and ammunition, and those relating to data protection and privacy.

We operate in a complex regulatory and legal environment that exposes us to compliance and litigation risks that could
materially affect our operations and financial results. These laws may change, sometimes significantly and unexpectedly, as a
result of political, economic or social events. Some of the federal, state or local laws and regulations that affect us include those
relating to consumer products, product liability and consumer protection; eCommerce, data protection and privacy;
advertisement and marketing; labor and employment; taxes, including changes to tax rates and new taxes, tariffs, and
surcharges; firearms, ammunition, knives, food items or other regulated products; accounting, corporate governance and
securities; custom or import; and intellectual property.

In addition to potential damage to our reputation and brand, failure to comply with applicable federal, state and local laws and
regulations such as those outlined above may result in our being subject to claims, lawsuits, fines and adverse publicity that
could have a material adverse effect on our business, results of operations and financial condition.

We depend on our suppliers, distributors and manufacturers to provide us with sufficient quantities of quality products in a
timely fashion.

In fiscal 2018, we purchased merchandise from approximately 1,200 vendors. Purchases from Nike represented approximately
19% of our total merchandise purchases. Although in fiscal 2018 purchases from no other vendor represented 10% or more of
our total purchases, our dependence on suppliers involves risk. We might be unable to obtain merchandise that consumers
demand in a timely manner if there are disruptions in our relationships with key suppliers, which could cause our revenue to
materially decline. We generally do not have long-term written contracts with our suppliers that would require them to continue
supplying us with merchandise. Key vendors may fail to deliver on their commitments or fail to supply us with sufficient
products that comply with our safety and quality standards, whether as a result of supply chain disruptions or other causes, or
fail to continue to develop new products that create consumer demand. Furthermore, vendors increasingly sell their products
directly to customers or through broadened or alternative distribution channels, such as department stores, family footwear
stores, or eCommerce companies. Many of our suppliers also provide us with incentives, such as return privileges, volume
purchasing allowances and cooperative advertising, which are not guaranteed. A decline or discontinuation of these incentives
could reduce or eliminate our profit margins.

We may be subject to various types of litigation and other claims, and our insurance may not be sufficient to cover damages
related to those claims.

From time-to-time the Company or its subsidiaries may be involved in lawsuits or other claims arising in the ordinary course of
business, including those related to federal or state wage and hour laws, product liability, consumer protection, advertising,
employment, intellectual property, tort, privacy and data protection, and other matters.

We sell firearms and ammunition. These products are associated with an increased risk of injury and related lawsuits with
respect to our compliance with Bureau of Alcohol, Tobacco, Firearms and Explosives ("ATF") and state laws and regulations.
Any improper or illegal use by our customers of ammunition or firearms sold by us could have a negative impact on our
reputation and business. We may incur losses due to lawsuits, including potential class actions, relating to our performance of
background checks on firearms purchases and compliance with other sales laws as mandated by state and federal law and
related to our policies on the sale of firearms and ammunition. We may also incur losses from lawsuits relating to the improper
use of firearms or ammunition sold by us, including lawsuits by municipalities or other organizations attempting to recover
costs from manufacturers and retailers of firearms and ammunition.

We may incur losses relating to claims filed against us, including costs associated with defending against such claims, and there
is risk that any such claims or liabilities will exceed our insurance coverage, or affect our ability to retain adequate liability
insurance in the future. Even if a claim is unsuccessful or is not fully pursued, the negative publicity surrounding any such
assertions could adversely affect our reputation. Due to the inherent uncertainties of litigation and other claims, we cannot
accurately predict the ultimate outcome of any such matters.

13

If our product costs are adversely affected by foreign trade issues, currency exchange rate fluctuations, increasing prices for
raw materials, political instability or other reasons, our sales and profitability may suffer.

A significant portion of the products that we purchase, including those purchased from domestic suppliers, as well as most of
our private brand merchandise, is manufactured abroad. Foreign imports subject us to risk relating to changes in import duties,
quotas, the introduction of U.S. taxes on imported goods or the extension of U.S. income taxes on our foreign suppliers' sales of
imported goods through the adoption of destination-based income tax jurisdiction, loss of "most favored nation" status with the
U.S., shipment delays and shipping port constraints, labor strikes, work stoppages or other disruptions, freight cost increases
and economic uncertainties. Furthermore, we could face significantly higher U.S. income and similar taxes with respect to sales
of products purchased from foreign suppliers if the U.S. were to adopt a system of taxation, such as a border adjustment tax,
under which the cost of imported products was not deductible in determining such products' tax base. If such a tax system were
adopted, we could also face higher prices for products manufactured or produced abroad that we purchase from our domestic
suppliers if they were subject to such a tax. In addition, the U.S. government periodically considers other restrictions on the
importation of products obtained by our vendors and us. 

General trade tensions between the U.S. and China began escalating in 2018, with multiple rounds of U.S. tariffs on Chinese
goods taking effect. Furthermore, China or other countries may institute retaliatory trade measures in response to existing or
future tariffs imposed by the U.S. that could have a negative impact on our business. If any of these events continue as
described, we may need to seek alternative suppliers or vendors, raise prices, or make changes to our operations, any of which
could have a material adverse effect on our sales and profitability, results of operations and financial condition.  

If any of these or other factors were to cause a disruption of trade from the countries in which our vendors' supplies or our
private brand products' manufacturers are located, our inventory levels may be reduced or the cost of our products may
increase. Additionally, we could be impacted by negative publicity or, in some cases, face potential liability to the extent that
any foreign manufacturers from whom we directly or indirectly purchase products utilize labor, environmental, workplace
safety and other practices that vary from those commonly accepted in the U.S. Also, the prices charged by foreign
manufacturers may be affected by the fluctuation of their local currency against the U.S. dollar and the price of raw materials,
which could cause the cost of our products to increase and negatively impact our sales or profitability.

Our inability or failure to protect our intellectual property rights or any third parties claiming that we have infringed on
their intellectual property rights could have a negative impact on our operating results.

Our trademarks, service marks, copyrights, patents, trade secrets, domain names and other intellectual property, including
exclusive licensing rights, are valuable assets that are critical to our success. Effective trademark and other intellectual property
protection may not be available in every country in which our products are manufactured or may be made available. The
unauthorized reproduction or other misappropriation of our intellectual property could diminish the value of our brands or
goodwill and cause a decline in our revenue. In addition, any infringement or other intellectual property claim made against us
could be time-consuming to address, result in costly litigation, cause product delays, require us to enter into royalty or licensing
agreements or result in our loss of ownership or use of the intellectual property. 

Problems with our information systems could disrupt our operations and negatively impact our financial results and
materially adversely affect our business operations.

We utilize a number of third-party information systems for core system needs of our business. These systems, if not functioning
properly, could disrupt our operations, including our ability to track, record and analyze the merchandise that we sell, process
shipments of goods, process financial information or credit card transactions, deliver products or engage in similar normal
business activities. Our information systems, including our back-up systems, are subject to damage or interruption from power
outages, computer and telecommunications failures, computer viruses, worms, other malicious computer programs, denial-of-
service attacks, security breaches (through cyber-attacks from cyber-attackers or sophisticated organizations), catastrophic
events such as fires, tornadoes, earthquakes and hurricanes, and usage errors by our associates. If our information systems and
our back-up systems are damaged, breached or cease to function properly, we may have to make a significant investment to
repair or replace them, and we may suffer loss of critical data and interruptions or delays in our business operations. Any
material disruption, malfunction or other similar problems in or with our core information systems could negatively impact our
financial results and materially adversely affect our business operations.

14

We may be unable to attract, train, engage and retain key personnel and associates. Furthermore, the loss of Edward W.
Stack as our key executive could have a material adverse effect on our business.

If we do not continue to effectively implement our strategic and business-planning processes to attract, retain, train and develop
key personnel and qualified employees in all areas of the organization, our business may suffer. In addition, stores depend
significantly on our ability to hire and retain quality associates, including store managers and sales associates. The market for
non-entry level personnel, particularly for associates with retail expertise, is highly competitive. We are also dependent on the
associates who staff our distribution centers. 

Furthermore, our success depends on continued service from Edward W. Stack, our Chairman and Chief Executive Officer,
who has been operating the Company since 1984. Mr. Stack possesses detailed and in-depth knowledge of the issues,
opportunities and challenges facing the Company and the industry. If Mr. Stack no longer served a role in the Company, our
business could be materially adversely affected.

Wage increases could adversely affect our financial results. 

Recently, various legislative movements have sought to increase the federal minimum wage in the United States and the
minimum wage in a number of individual states, some of which have been successful at the state level. As federal or state
minimum wage rates increase, we may need to increase not only the wage rates of our minimum wage employees, but also the
wages paid to our other hourly employees as well. Further, should we fail to increase our wages competitively in response to
increasing wage rates, the quality of our workforce could decline, causing our customer service to suffer. Any increase in the
cost of our labor could have an adverse effect on our operating costs, financial condition and results of operations.

Poor performance of professional sports teams within our core regions of operation, as well as league-wide lockouts or
strikes, retirement of or serious injury to key athletes or scandals involving such athletes could adversely affect our financial
results.

We sell a significant amount of professional sports team merchandise, the success of which may be subject to fluctuations
based on the success or failure of such teams or their key players. Poor performance by the professional sports teams within our
core regions of operations, as well as league-wide lockouts or strikes, could cause our financial results to fluctuate year over
year. In addition, to the extent we use individual athletes to market our products and advertise our stores or we sell merchandise
branded by one or more athletes, the retirement or injury of such athletes or scandals in which they might be implicated could
negatively impact our financial results.

The relative seasonality of our operations, along with the current geographic concentrations of our Dick's stores, exposes us
to certain risks.

Our business is largely seasonal based on sports seasons and the holiday selling season. Furthermore, a majority of our Dick's
Sporting Goods stores are located in the eastern half of the United States, which exposes us to various regional risks, including
those relating to weather conditions. Many of our stores are located in geographic areas that experience seasonally cold
weather, and we sell a significant amount of cold weather sporting goods and apparel. Our highest sales and operating income
results historically occur during our fourth fiscal quarter, which is due, in part, to the holiday selling season and, in part, to our
strong sales of cold weather sporting goods and apparel. Poor performance during our fourth quarter, whether because of a slow
holiday selling season, unseasonable weather conditions, economic conditions or otherwise, could have a material adverse
effect on our business, financial condition and operating results for the entire fiscal year. Additionally, abnormally wet or cold
weather in the spring or summer months could reduce our sales of golf, team sports or other merchandise and cause a decrease
in our profitability.

15

We may pursue strategic alliances, acquisitions or investments and the failure of an alliance, acquisition or investment to
produce the anticipated results or the inability to fully integrate the acquired companies could have an adverse impact on
our business.

We may from time-to-time acquire or invest in complementary companies or businesses. The success of acquisitions or
investments is based on our ability to make accurate assumptions regarding the valuation, operations, growth potential,
integration and other factors relating to such businesses. There can be no assurance that our acquisitions or investments will
produce the anticipated results within the expected time frame or at all. Furthermore, acquisitions may result in dilutive
issuances of our equity securities, the incurrence of debt, contingent liabilities, amortization expenses or write-offs of goodwill
or other intangibles, any of which could harm our financial condition. We also may not be able to successfully integrate
operations that we acquire, including their personnel, financial systems, supply chain and other operations, which could
adversely affect our business. Acquisitions may also result in the diversion of our capital and our management's attention from
other business issues and opportunities.

We are controlled by our Chairman and Chief Executive Officer and his relatives, whose interests may differ from other
stockholders.

As of February 2, 2019, Mr. Edward W. Stack, our Chairman and Chief Executive Officer, and his relatives controlled a
majority of the combined voting power of our common stock and Class B common stock and would control the outcome of a
vote on any corporate transaction or other matter submitted to our stockholders for approval. The interests of Mr. Stack and his
relatives may differ from the interests of our other stockholders and they may take actions with which our other stockholders
disagree.

Our anti-takeover provisions could prevent or delay a change in control of our Company, even if such change in control
would be beneficial to our stockholders.

Provisions of our Amended and Restated Certificate of Incorporation, as amended, and our Amended and Restated Bylaws as
well as provisions of Delaware law could discourage, delay or prevent a merger, acquisition or other change in control of our
Company, even if such change in control would be beneficial to our stockholders. These provisions include: authorizing the
issuance of Class B common stock; classifying the Board of Directors such that approximately one-third of directors are elected
each year; authorizing the issuance of "blank check" preferred stock that could be issued by our Board of Directors to increase
the number of outstanding shares and thwart a takeover attempt; prohibiting the use of cumulative voting for the election of
directors; prohibiting stockholder action by partial written consent and requiring all stockholder actions to be taken at a meeting
of our stockholders or by unanimous written consent if our Class B common stock is no longer outstanding; and establishing
advance notice requirements for nominations for election to the Board of Directors or for proposing matters to be acted upon by
stockholders at stockholder meetings.

In addition, the Delaware General Corporation Law, to which we are subject, prohibits us, except under specified
circumstances, from engaging in any mergers, significant sales of stock or assets or business combinations with any
stockholder or group of stockholders who owns 15% or more of our common stock.

We cannot provide any guaranty of future dividend payments or that we will continue to repurchase our common stock
pursuant to our stock repurchase program.

Although our Board of Directors has indicated an intention to pay future quarterly cash dividends on our common stock, any
determination to pay cash dividends on our common stock in the future will be based upon our financial condition, results of
operations, business requirements, and the continuing determination from our Board of Directors that the declaration of
dividends is in the best interests of our stockholders and is in compliance with all laws and agreements applicable to the
dividend. Furthermore, although our Board of Directors has authorized a five-year $1 billion share repurchase program, we are
not obligated to make any purchases under the program and we may discontinue it at any time.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

16

ITEM 2.  PROPERTIES

We lease all of our stores. Initial lease terms are generally for 10 to 15 years and most store leases contain multiple five-year
renewal options and rent escalation provisions. We believe that our leases, when entered into, are at market rate rents. We
generally select a new store site nine to 18 months before its opening. Our stores are primarily located in shopping centers in
regional shopping areas, as well as in freestanding locations and malls.

17

As of February 2, 2019, we operated 858 stores in 47 states. The following table sets forth the number of stores by state:

State
Alabama
Arizona
Arkansas
California
Colorado
Connecticut
Delaware
District of Columbia
Florida
Georgia
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Utah
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wyoming
Total

Dick's
Sporting
Goods

Specialty
Concept
Stores (1)

Total

14
9
4
59
15
12
3
1
46
23
5
30
20
7
10
12
8
4
16
19
23
10
7
14
4
3
6
19
4
43
33
1
40
8
10
41
2
13
1
18
39
5
2
29
16
6
14
1
729

3
2
—
8
2
2
1
—
8
1
1
4
1
3
1
2
1
—
2
2
5
4
—
2
1
2
—
3
—
6
9
—
10
2
2
11
—
2
—
2
14
1
—
5
—
1
3
—
129

17
11
4
67
17
14
4
1
54
24
6
34
21
10
11
14
9
4
18
21
28
14
7
16
5
5
6
22
4
49
42
1
50
10
12
52
2
15
1
20
53
6
2
34
16
7
17
1
858

(1)

Includes the Company's Golf Galaxy and Field & Stream stores. As of February 2, 2019, the Company operated 94
Golf Galaxy stores in 32 states and 35 Field & Stream stores in 16 states. In some markets we operate Dick's Sporting
Goods stores adjacent to our specialty concept stores on the same property with a pass-through for customers. We refer
to this format as a "combo store" and include combo store openings within both the Dick's Sporting Goods and
specialty concept store reconciliations, as applicable. As of February 2, 2019, the Company operated 23 combo stores.

18

The following is a list of distribution locations including the approximate square footage and if the location is leased or owned:

Distribution Facility Location
Conklin, New York

Atlanta, Georgia

Plainfield, Indiana

Goodyear, Arizona

Smithton, Pennsylvania

Approximate Square Footage
917,000

Owned/Leased Facility
Owned

914,000

725,000

624,000

601,000

Leased

Leased

Owned

Leased

The Company's CSC occupies approximately 670,000 square feet of owned building space in Coraopolis, Pennsylvania. The
Company is a direct tenant of Allegheny County Airport Authority ("ACAA") pursuant to an underlying ground lease through
2038. The Company holds a second ground lease with ACAA through 2038 for 89 acres adjacent to its CSC for potential future
expansion.

ITEM 3.  LEGAL PROCEEDINGS

The Company and its subsidiaries are involved in various proceedings that are incidental to the normal course of our
businesses. As of the date of this Annual Report on Form 10-K, the Company does not expect that any of such proceedings will
have a material adverse effect on the Company's financial position or results of operations.

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION AND DIVIDEND POLICY

Shares of Dick's Sporting Goods, Inc. common stock are listed and traded on the New York Stock Exchange ("NYSE") under
the symbol "DKS". The Company also has shares of Class B common stock outstanding, which are not listed or traded on any
stock exchange or other market. Shares of our Class B common stock can be converted on a one-for-one basis to shares of our
common stock at any time at the holder's option and are automatically converted upon the occurrence of certain events. 

During fiscal 2018, a quarterly cash dividend of $0.225 per share of common stock and Class B common stock was paid on
March 30, 2018, June 29, 2018, September 28, 2018 and December 28, 2018 to stockholders of record on March 9, 2018,
June 8, 2018, September 14, 2018 and December 14, 2018, respectively.

During fiscal 2017, a quarterly cash dividend of $0.17 per share of common stock and Class B common stock was paid on
March 31, 2017, June 30, 2017, September 29, 2017 and December 29, 2017 to stockholders of record on March 10, 2017,
June 9, 2017, September 8, 2017 and December 8, 2017, respectively.

The number of holders of record of shares of the Company's common stock and Class B common stock as of March 25, 2019
was 262 and 23, respectively.

The declaration of future dividends and the establishment of the per share amount, record dates and payment dates for any such
future dividends will be subject to the final determination of our Board of Directors, and will be dependent upon multiple
factors, including future earnings, cash flows, financial requirements and other considerations.

19

 
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN 

The following graph compares the performance of the Company's common stock with that of the Standard & Poor's 500
Composite Stock Price Index (the "S&P 500") and the S&P Specialty Retail Index for the periods indicated below. The graph
assumes that $100 was invested on January 31, 2014 in the Company's common stock, the S&P 500 and the S&P Specialty
Retail Index and that all dividends were reinvested.

DKS

S&P 500

S&P Specialty Retail Index

/

5
1
0
3
0
1

/

/

6
1
9
2
1

/

/

6
1
9
2
4

/

/

6
1
9
2
7

/

/

6
1
8
2
0
1

/

/

7
1
7
2
1

/

/

7
1
8
2
4

/

/

7
1
8
2
7

/

/

7
1
7
2
0
1

/

/

8
1
2
2

/

/

8
1
4
5

/

/

8
1
3
8

/

/

8
1
2
1
1

/

/

9
1
1
2

/

/

5
1
1
5

/

/

5
1
1
3
7

/

/

4
1
1
8

/

/

4
1
1
3
0
1

/

/

5
1
0
3
1

/

/

4
1
2
5

/

/

4
1
1
3
1

/

250.00

200.00

150.00

100.00

50.00

0.00

20

ISSUER PURCHASES OF EQUITY SECURITIES

The following table sets forth information with respect to common stock repurchases made during the three months ended
February 2, 2019:

Total
Number of
Shares
Purchased (a)

Average
Price Paid
Per Share

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (b)

Dollar Value of
Shares That May
Yet be Purchased
Under the Plan or
Program

— $
$
— $
$

961,975

961,975

—

35.24

—

35.24

957,417

— $
$
— $

957,417

467,177,053

433,448,032

433,448,032

Period
November 4, 2018 to December 1, 2018

December 2, 2018 to January 5, 2019

January 6, 2019 to February 2, 2019

Total

(a)

Includes shares withheld from employees to satisfy minimum tax withholding obligations associated with the vesting
of restricted stock during the period.

(b) Shares repurchased as part of the Company's previously announced five-year $1 billion share repurchase program

authorized by the Board of Directors on March 16, 2016.

The information set forth under Part III, Item 12. "Security Ownership of Certain Beneficial Owners and Management and
Related Shareholder Matters" is incorporated herein.

ITEM 6.  SELECTED FINANCIAL DATA

The selected consolidated financial data for fiscal years 2018, 2017, 2016, 2015 and 2014 presented below under the captions
"Statement of Income Data", "Per Common Share Data", "Other Data" and "Balance Sheet Data" have been derived from our
Consolidated Financial Statements for those periods. The selected consolidated financial data for fiscal years 2018, 2017, 2016,
2015 and 2014 presented below under the caption "Store Data" have been derived from internal records of our operations.

Our fiscal year consists of 52 or 53 weeks, ends on the Saturday nearest to the last day in January and is referenced by the
calendar year ending closest to that date. All fiscal years presented include 52 weeks of operations except fiscal 2017, which
included 53 weeks.

21

The information set forth below should be read in conjunction with other sections of this Annual Report on Form 10-K
including Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our
Consolidated Financial Statements and related notes appearing elsewhere in this Annual Report on Form 10-K.

Statement of Income Data:

Net sales
Cost of goods sold (1)
Gross profit

Selling, general and administrative

expenses (2)

Pre-opening expenses (3)
Income from operations

Interest expense
Other expense (income) (4)
Income before income taxes

Provision for income taxes

Net income

Per Common Share Data:

Earnings per common share - Basic

Earnings per common share - Diluted

Dividends declared per common share

Weighted average common shares

outstanding:

Basic

Diluted

Store Data:
Same store sales (decrease) increase (5)
Number of stores at end of period (6)
Total square footage at end of period (6)
Net sales per square foot (7)
Other Data:

Gross profit margin

Selling, general and administrative expenses

as a percentage of net sales

Operating margin
Inventory turnover (8)
Depreciation and amortization

Balance Sheet Data:

Inventories, net
Working capital (9) 
Total assets

Total debt including capital and financing

lease obligations (10)

Retained earnings

Total stockholders' equity

2018

2017

Fiscal Year

2016

2015

2014

(Dollars in thousands, except per share and per square foot data)

$

8,436,570

$

8,590,472

$

7,921,981

$

7,270,965

$

6,814,479

5,998,788

2,437,782

6,101,412

2,489,060

5,556,198

2,365,783

5,088,078

2,182,887

4,727,813

2,086,666

1,986,576

1,982,363

1,875,643

1,613,075

1,502,089

6,473

444,733

10,248

2,565

431,920

112,056

319,864

3.27

3.24

0.90

$

$

$

$

29,123

477,574

8,047

(31,810)

501,337

177,892

323,445

3.02

3.01

0.68

$

$

$

$

$

$

$

$

40,286

449,854

5,856

(14,424)

458,422

171,026

287,396

2.59

2.56

0.605

$

$

$

$

34,620

535,192

4,012

305

530,875

200,484

330,391

2.87

2.83

0.55

$

$

$

$

30,518

554,059

3,215

(5,170)

556,014

211,816

344,198

2.89

2.84

0.50

97,743

98,781

106,977

107,586

111,095

112,216

115,230

116,794

119,244

121,238

(3.2)%

858

(0.3)%

845

3.5%

797

(0.2)%

741

2.4%

694

42,223,019

41,694,681

39,270,591

36,703,905

34,245,885

$

167

$

178

$

182

$

181

$

185

28.9 %

23.5 %

5.3 %

3.19x

29.0 %

23.1 %

5.6 %

3.19x

29.9%

23.7%

5.7%

3.06x

30.0 %

22.2 %

7.4 %

3.03x

30.6%

22.0%

8.1%

3.10x

$

$

$

$

$

$

$

243,830

1,824,696

617,759

4,187,149

60,044

2,455,192

1,904,161

$

$

$

$

$

$

$

237,651

1,711,103

581,071

4,203,939

65,286

2,205,651

1,941,501

$

$

$

$

$

$

$

233,834

1,638,632

598,263

4,058,296

5,325

1,956,066

1,929,489

$

$

$

$

$

$

$

193,594

1,527,187

621,015

3,559,336

5,913

1,737,214

1,789,187

$

$

$

$

$

$

$

179,431

1,390,767

679,965

3,391,704

6,450

1,471,182

1,832,225

22

(1) Cost of goods sold for fiscal 2014 included a $2.4 million write-down of golf-related inventory from the Company's
golf restructuring. Cost of goods sold for fiscal 2016 included a $46.4 million write-down of inventory in connection
with the Company's implementation of its new merchandising strategy. Cost of goods sold for fiscal 2017 included an
$11.5 million charge related to transition costs to enhance the Company's Scorecard loyalty program.

(2) Selling, general and administrative expenses ("SG&A") for fiscal 2014 included a $14.4 million gain on sale of a
corporate aircraft and asset impairment and severance charges related to the Company's golf restructuring of $14.3
million and $3.7 million, respectively. SG&A for fiscal 2015 included a $7.9 million litigation settlement charge.
SG&A for fiscal 2016 included a $32.9 million impairment of store assets and store closing charges primarily for ten
Golf Galaxy stores in overlapping trade areas with acquired Golfsmith stores, merger and integration costs of $8.5
million to convert former The Sports Authority ("TSA") and Golfsmith stores to Dick's Sporting Goods and Golf
Galaxy stores, and a $7.7 million non-cash impairment charge to reduce the carrying value of a corporate aircraft held
for sale to its fair market value. Fiscal 2017 included a $7.1 million charge for severance, other employee-related costs
and asset write-downs related to a corporate restructuring and $6.6 million for costs related to a litigation contingency.

(3) Pre-opening expenses for fiscal 2016 and fiscal 2017 included occupancy expenses totaling $5.1 million and $3.5
million, respectively, for TSA and Golfsmith stores converted to Dick's Sporting Goods and Golf Galaxy stores.

(4)

Includes investment income recognized to reflect changes in deferred compensation plan investment values with a
corresponding charge / reduction to SG&A for the same amount. Fiscal 2017 included the receipt of a $12.0 million
contract termination payment and an $8.1 million multi-year sales tax refund.

(5) A store is included in the same store sales calculation during the same fiscal period that it commences its 14th full

month of operations. Stores that were closed or relocated during the applicable period have been excluded from same
store sales. Each relocated store is returned to the same store sales base during the fiscal period that it commences its
14th full month of operations at the new location. The Company's same store sales calculation consists of both brick
and mortar and eCommerce sales. Fiscal 2017 excludes sales during the 53rd week.

(6)

Includes Dick's Sporting Goods, Golf Galaxy, Field & Stream and other specialty concept stores.

(7) Calculated using net sales and gross square footage of all stores open at both the beginning and the end of the period,
excluding eCommerce sales. Gross square footage includes the storage, receiving and office space that generally
occupies approximately 17% of total store space within our stores.

(8) Calculated as cost of goods sold divided by the average monthly ending inventories of the last 13 months.

(9) Defined as current assets less current liabilities.

(10) During fiscal 2017, the Company financed $62.5 million for the purchase of a corporate aircraft.

23

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion and analysis should be read in conjunction with Part II, Item 6, "Selected Financial Data" and our
Consolidated Financial Statements and related notes appearing elsewhere in this Annual Report on Form 10-K. This Annual
Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act
of 1995. See "Forward-Looking Statements" and Part I, Item 1A. "Risk Factors".

The Company is a leading omni-channel sporting goods retailer offering an extensive assortment of authentic, high-quality
sports equipment, apparel, footwear and accessories through a blend of dedicated associates, in-store services and unique
specialty shop-in-shops. The Company also owns and operates Golf Galaxy and Field & Stream stores and Dick's Team Sports
HQ. The Company offers its products through a content-rich eCommerce platform that is integrated with its store network and
provides customers with the convenience and expertise of a 24-hour storefront. When used in this Annual Report on Form 10-
K, unless the context otherwise requires or specifies, any reference to "year" is to the Company's fiscal year.

The primary factors that have historically influenced the Company's profitability include the growth in its number of stores and
selling square footage, the continued integration of eCommerce with brick and mortar stores, growth in consolidated same store
sales, which include the Company's eCommerce business, and its strong gross profit margins. Over the last five years, the
Company has grown from 558 Dick's Sporting Goods stores at the end of fiscal 2013 to 729 Dick's Sporting Goods stores at the
end of fiscal 2018. The Company has reduced its rate of new store growth and intends to continue this strategy over the next
few years in an effort to leverage the significant flexibility within our existing real estate portfolio to capitalize on future real
estate opportunities over the near and intermediate term as those leases come up for renewal.

In recent years, the Company has continued to innovate its eCommerce sites and applications with customer experience
enhancements, new releases of its mobile and tablet apps, and the development of omni-channel capabilities that integrate the
Company's online presence with its brick and mortar stores, including ship-from-store; buy-online, pick-up in-store; return-to-
store and multi-faceted marketing campaigns. Additionally, the Company transitioned to an insourced eCommerce platform
during the first quarter of fiscal 2017. The Company's eCommerce sales penetration to total net sales has increased from
approximately 8% in fiscal 2013 to approximately 15% in fiscal 2018. Approximately 80% of the Company's eCommerce sales
are generated within brick and mortar store trade areas.

The retail industry as a whole is dynamic, and the sporting goods category has faced significant disruption in recent years, as
several sporting goods retailers have gone out of business. Vendors have broadened their distribution into department stores and
family footwear channels while continuing to grow their direct to consumer business. Weak customer demand for firearms and
other hunting merchandise across the industry has resulted in slower growth. We have responded to these challenges by
focusing on driving profitable sales; emphasizing a refined merchandise assortment that delivers newness, innovation and
exclusivity. We have made strategic investments in supply chain, our digital capabilities, the customer experience, our private
brands and our teammates to support these efforts. We are also focused on increasing productivity and eliminating non-essential
expenses to fund our future strategic investments.

As we look to the future, we are focused on continuing to invest in our business to meet the changing needs of our athletes and
increasing their level of engagement with us. We plan to enhance the store experience by optimizing our merchandise
assortment, reallocating floor space to regionally relevant and growing merchandise categories and making our stores more
experiential. Our primary areas of investment during fiscal 2019 will be to 1) enhance the athlete experience in our stores; 2)
improve our eCommerce fulfillment capabilities and 3) implement technology solutions that improve the athlete experience and
our teammates’ productivity. We plan to continue to focus on increasing productivity across the business to help fund these
investments.

The Company's senior management focuses on certain key indicators to monitor the Company's performance including:

Consolidated same store sales performance – Our management considers same store sales, which consists of both
brick and mortar and eCommerce sales, to be an important indicator of our current performance. Same store sales
results are important to leverage our costs, which include occupancy costs, store payroll and other store expenses.
Same store sales also have a direct impact on our total net sales, net income, cash and working capital. See further
discussion of the Company's consolidated same store sales within Part II, Item 6. "Selected Financial Data". 

Earnings before taxes and the related operating margin – Our management views earnings before taxes and operating
margin as key indicators of our performance. The key drivers of earnings before taxes are same store sales, gross
profit, and our ability to control selling, general and administrative expenses. 

•

•

24

•

•

•

Cash flows from operating activities – Cash flow generation supports the general liquidity needs of the Company and
funds capital expenditures for our omni-channel platform, distribution and administrative facilities, costs associated
with continued improvement of information technology tools, potential strategic acquisitions or investments that may
arise from time-to-time and stockholder return initiatives, including cash dividends and share repurchases. We
typically generate significant cash flows from operating activities and proportionately higher net income levels in our
fourth fiscal quarter in connection with the holiday selling season and sales of cold weather sporting goods and
apparel. See further discussion of the Company's cash flows in the "Liquidity and Capital Resources and Changes in
Financial Condition" section herein.

Quality of merchandise offerings – To measure acceptance of its merchandise offerings, the Company monitors sell-
throughs, inventory turns, gross margins and markdown rates at the department and style level. This analysis helps the
Company manage inventory levels to reduce working capital requirements and deliver optimal gross margins by
improving merchandise flow and establishing appropriate price points to minimize markdowns.

Store productivity – To assess store-level performance, the Company monitors various indicators, including new store
productivity, sales per square foot, store operating contribution margin and store cash flow.

Executive Summary

•

Earnings per diluted share of $3.24 for the 52 weeks ended February 2, 2019 increased 7.6% compared to earnings per
diluted share of $3.01 during the 53 weeks ended February 3, 2018. Net income for fiscal 2018 totaled $319.9 million
compared to $323.4 million in fiscal 2017.

•

Fiscal 2017 net income included:

◦

◦

◦

◦

◦

◦

$2.2 million, net of tax, or $0.02 per diluted share, of costs incurred by the Company to convert TSA stores to
Dick's Sporting Goods stores; 

$12.0 million, net of tax, or $0.11 per diluted share, of income from a contract termination payment;

$4.4 million, net of tax, or $0.04 per diluted share, of costs attributable to a corporate restructuring; 

$5.0 million, net of tax, or $0.05 per diluted share, of income from a multi-year sales tax refund; 

$7.2 million, net of tax, or $0.07 per diluted share, of transition costs incurred to enhance the Company's
Scorecard loyalty program; and 

$4.2 million, net of tax, or $0.04 per diluted share, of costs for a litigation contingency. 

•

Net sales decreased 1.8% to $8,436.6 million in fiscal 2018 from $8,590.5 million in fiscal 2017 due primarily to a
3.2% decrease in consolidated same store sales and the inclusion of a 53rd week of sales during fiscal 2017.

•

•

Consolidated same store sales, adjusted for the shifted retail calendar, decreased 3.1% on a 52-week to 52-week
comparative basis, which includes an increase of approximately 17% in eCommerce sales.

eCommerce sales penetration increased to approximately 15% of total net sales during fiscal 2018 compared to
approximately 12% of total net sales during fiscal 2017 on a 52-week to 52-week comparative basis.

•

During fiscal 2018, the Company:

•

•

•

Declared and paid aggregate cash dividends in the amount of $0.90 per share on the Company's common stock
and Class B common stock;

Repurchased 9.6 million shares of common stock for a total of $323.4 million under the currently authorized share
repurchase program; and

Ended the fiscal year with no outstanding borrowings under its Credit Facility.

25

  
•

The following table summarizes store openings and closings for fiscal 2018 and fiscal 2017:

Dick's
Sporting
Goods

Fiscal 2018
Specialty
Concept
Stores (1)

Dick's
Sporting
Goods

Total

Fiscal 2017
Specialty
Concept
Stores (1)

Total

Beginning stores

New stores:

Single-level stores

Two-level stores

Total new stores

Closed stores

Ending stores

Relocated stores

716

19

—

19

6

729

4

129

—

—

—

—

129

1

845

19

—

19

6

858

5

676

39

4

43

3

716

7

121

16

—

16

8

129

1

797

55

4

59

11

845

8

(1)

Includes the Company's Golf Galaxy, Field & Stream and other specialty concept stores. 

Results of Operations

The following table presents, for the periods indicated, selected items in the Consolidated Statements of Income as a percentage
of the Company's net sales, as well as the basis point change in percentage of net sales from the prior year:

Net sales

Cost of goods sold, including

occupancy and distribution costs

Gross profit

Selling, general and administrative

expenses

Pre-opening expenses

Income from operations

Interest expense

Other expense (income)

Income before income taxes

Provision for income taxes

Net income

2018
100.00%

Fiscal Year
2017 (A)

2016 (A)

100.00%

100.00%

71.10

28.90

23.55

0.08

5.27

0.12

0.03

5.12

1.33
3.79%

71.03

28.97

23.08

0.34

5.56

0.09
(0.37)
5.84

2.07
3.77%

70.14

29.86

23.68

0.51

5.68

0.07
(0.18)
5.79

2.16
3.63%

(A) Column does not add due to rounding.

Basis Point
Increase /
(Decrease) in
Percentage of Net
Sales from Prior
Year (A)
2018 - 2017
N/A

Basis Point
Increase /
(Decrease) in
Percentage of Net
Sales from Prior
Year

2017 - 2016
N/A

7

(7)

47

(26)

(29)

3

40

(72)

(74)

2

89

(89)

(60)

(17)

(12)

2

(19)

5

(9)

14

Note - As retailers vary in how they record costs of operating their stores and supply chain between cost of goods sold and
SG&A, our gross profit rate and SG&A rate may not be comparable to other retailers. For additional information regarding the
types of costs classified within cost of goods sold, SG&A or any other financial statement line items presented herein, refer to
Note 1 to the Consolidated Financial Statements included in Item 8, "Financial Statements and Supplementary Data", of this
Annual Report on Form 10-K.

26

Fiscal 2018 (52 weeks) Compared to Fiscal 2017 (53 weeks)

Net Sales

Net sales decreased 1.8% to $8,436.6 million in fiscal 2018 from $8,590.5 million in fiscal 2017 due primarily to
a 3.2% decrease in consolidated same store sales and the inclusion of a 53rd week of sales during fiscal 2017. The 3.2%
decrease in consolidated same store sales reduced net sales during fiscal 2018 by $260.3 million, while sales at stores that are
not yet included in the comparable store base increased net sales by $106.4 million in fiscal 2018. Net sales during the 53rd
week of fiscal 2017 totaled $105.4 million. Consolidated same store sales, adjusted for the shifted retail calendar, decreased
3.1% on a 52-week to 52-week comparative basis, which includes an increase of approximately 17% in eCommerce sales.
eCommerce sales penetration increased to approximately 15% of total net sales during fiscal 2018 compared to
approximately 12% of total net sales during fiscal 2017.

As adjusted for the shifted retail calendar, gains in the outdoor apparel and fitness equipment categories were more than offset
by declines in the hunt, outdoor equipment and electronics categories. Our firearms policy changes have contributed to a
continuing decline in our hunt business, which was a challenged category coming into fiscal 2018. The broader hunt industry
also decelerated and remains challenged. We continue to evaluate our strategy for the hunt business and plan to remove hunt
merchandise from approximately 125 Dick's Sporting Goods stores where the category under-performs and is less relevant in
the local market, and utilize this space for categories that are under-served based on the needs of that particular market. We
have exited the majority of our electronics business, which consisted primarily of fitness tracking. Consolidated same store
sales results for fiscal 2018 reflect a decrease in transactions of approximately 4.3% partially offset by an increase in sales per
transaction of approximately 1.2%. 

Income from Operations

Income from operations decreased to $444.7 million in fiscal 2018 from $477.6 million in fiscal 2017.

Gross profit decreased 2.1% to $2,437.8 million in fiscal 2018 from $2,489.1 million in fiscal 2017 and decreased as a
percentage of net sales by seven basis points compared to fiscal 2017. Merchandise margins increased 94 basis points,
primarily driven by fewer promotions and favorable merchandise mix as our hunt, outdoor equipment and electronics
categories have significantly lower merchandise margin rates compared to other categories. This increase was partially offset
by higher eCommerce shipping and fulfillment costs, higher freight as well as occupancy deleverage. Occupancy costs
increased $23.9 million in the current year from fiscal 2017. Our occupancy costs, which after the cost of merchandise
represent our largest expense within cost of goods sold, are generally fixed in nature and fluctuate based on the number of
stores that we operate. Fiscal 2017 included an $11.5 million charge related to transition costs to enhance our Scorecard loyalty
program, which negatively impacted gross profit as a percentage of net sales by 13 basis points. 

SG&A expenses increased 0.2% to $1,986.6 million in fiscal 2018 from $1,982.4 million in fiscal 2017, and increased as a
percentage of net sales by 47 basis points, primarily driven by higher incentive compensation and investments in our growth
initiatives to support our long-term strategy. Fiscal 2017 included $7.1 million related to corporate restructuring charges and
$6.6 million for costs related to a litigation contingency, each of which negatively impacted SG&A expenses as a percentage of
net sales by eight basis points. 

Pre-opening expenses decreased to $6.5 million in fiscal 2018 from $29.1 million in fiscal 2017. Pre-opening expenses in any
period fluctuate depending on the timing and number of store openings and relocations. We opened 19 new stores in fiscal 2018
compared to 59 new stores in fiscal 2017. The Company incurred $3.5 million of costs during fiscal 2017 to convert former
TSA stores to Dick's Sporting Goods stores. 

Other Expense (Income)

Other expense totaled $2.6 million in fiscal 2018 compared to $31.8 million of other income in fiscal 2017. The Company
recognizes investment income / expense to reflect changes in deferred compensation plan investment values with a
corresponding charge / reduction to SG&A expenses for the same amount. The Company recognized investment expense
totaling $3.4 million in fiscal 2018 compared to investment income of $11.1 million in fiscal 2017, primarily driven by
performance in the equity markets, which impacted the deferred compensation plan investment values. Additionally, fiscal 2017
included $12.0 million for the receipt of a contract termination payment and $8.1 million for the receipt of a multi-year sales
tax refund. 

27

Income Taxes

The Company's effective tax rate decreased to 25.9% for fiscal 2018 from 35.5% for fiscal 2017. The decrease is primarily due
to a lower statutory corporate tax rate during fiscal 2018 resulting from the Tax Cuts and Jobs Act (the "Tax Act").

Fiscal 2017 (53 weeks) Compared to Fiscal 2016 (52 weeks)

Net Sales

Net sales increased 8.4% to $8,590.5 million in fiscal 2017 from $7,922.0 million in fiscal 2016 due primarily to the growth of
our store network, as well as the inclusion of the 53rd week of sales during fiscal 2017, partially offset by a 0.3% decrease in
consolidated same store sales on a 52-week to 52-week basis. Net sales during the 53rd week of fiscal 2017 totaled $105.4
million. The 0.3% decrease in consolidated same store sales reduced net sales by $23.0 million during fiscal 2017. Stores that
were not yet included in the comparable store base increased net sales by $586.1 million during fiscal 2017. eCommerce sales
penetration was approximately 12% of total net sales during both fiscal 2017 and fiscal 2016, representing an increase of
approximately 13% in eCommerce sales on a 52-week to 52-week comparative basis.

The decrease in consolidated same store sales was driven by declines in hunt, electronics and licensed categories, partially
offset by gains in the golf and athletic footwear categories along with our private brand businesses. The same store sales results
for fiscal 2017 reflect a decrease in transactions of approximately 0.5% partially offset by an increase in sales per transaction of
approximately 0.2%.

Income from Operations

Income from operations increased to $477.6 million in fiscal 2017 from $449.9 million in fiscal 2016.

Gross profit increased 5.2% to $2,489.1 million in fiscal 2017 from $2,365.8 million in fiscal 2016, but decreased as a
percentage of net sales by 89 basis points compared to fiscal 2016. The decrease in gross profit as a percentage of net sales
resulted from lower merchandise margins as the retail marketplace continued to be highly promotional, as well as occupancy
deleverage, and higher eCommerce shipping and fulfillment costs. Occupancy costs increased $94.6 million in fiscal 2017 from
fiscal 2016. Our occupancy costs, which after the cost of merchandise represent our largest expense within cost of goods sold,
are generally fixed in nature and fluctuate based on the number of stores that we operate. As a percentage of net sales,
occupancy costs increased at a higher rate than the 8.4% increase in net sales during fiscal 2017. Fiscal 2017 included an $11.5
million charge related to transition costs to enhance the Company's Scorecard loyalty program, which negatively impacted
gross profit as a percentage of net sales by 13 basis points. Fiscal 2016 included a $46.4 million inventory write-down in
connection with the implementation of our new merchandising strategy, which negatively impacted gross profit as a percentage
of net sales by 59 basis points.

SG&A expenses increased 5.7% to $1,982.4 million in fiscal 2017 from $1,875.6 million in fiscal 2016, but decreased as a
percentage of net sales by 60 basis points, primarily driven by lower incentive compensation and savings from our new
eCommerce operating model, partially offset by higher store payroll costs incurred to deliver improved customer service, and
asset impairment charges. Fiscal 2017 included $7.1 million related to corporate restructuring charges and $6.6 million for
costs related to a litigation contingency, each of which negatively impacted SG&A expenses as a percentage of net sales by
eight basis points. Fiscal 2016 included $49.1 million of charges for asset write-downs, impairments and merger and integration
costs, which negatively impacted SG&A expenses by 62 basis points.

Pre-opening expenses decreased to $29.1 million in fiscal 2017 from $40.3 million in fiscal 2016. Pre-opening expenses in any
period fluctuate depending on the timing and number of store openings and relocations. The Company incurred $3.5 million
and $5.1 million during fiscal 2017 and fiscal 2016, respectively, to convert TSA and Golfsmith stores to Dick's Sporting
Goods and Golf Galaxy stores. Pre-opening rent expenses for our self-developed store sites will generally exceed those for sites
built to our specifications by our landlords, as we commence recognition of rent expense when we take possession of a site as
opposed to when we commence occupancy under the lease term.

28

Other Income

Other income increased to $31.8 million in fiscal 2017 from $14.4 million in fiscal 2016. The Company recognizes investment
income / expense to reflect changes in deferred compensation plan investment values with a corresponding charge / reduction
to SG&A expenses for the same amount. The Company recognized investment income totaling $11.1 million in fiscal 2017
compared to investment income of $7.2 million in fiscal 2016, primarily driven by an overall improvement in the equity
markets, which impacted the deferred compensation plan investment values. Additionally, fiscal 2017 included $12.0 million
for the receipt of a contract termination payment and $8.1 million for the receipt of a multi-year sales tax refund. Fiscal 2016
included a $2.9 million benefit from a multi-year sales tax refund as well as a $4.0 million gain for the Company's share of
profits from the liquidation of former Golfsmith stores.

Income Taxes

The Company's effective tax rate was 35.5% for fiscal 2017 compared to 37.3% for fiscal 2016. The decrease is primarily due
to a lower statutory corporate tax rate resulting from the Tax Act, which required the Company to apply a blended federal
income tax rate to fiscal 2017 results based upon a pro-rated percentage of the number of days before and after January 1, 2018.

Liquidity and Capital Resources

Overview

The Company has a $1.25 billion senior secured revolving credit facility (the "Credit Facility"), which also provides for up to
$150 million in the form of letters of credit. Under the Credit Facility, which is further described within Note 7 to the
Consolidated Financial Statements, subject to satisfaction of certain conditions, the Company may request an increase of up to
$350 million in additional borrowing availability.

On August 3, 2018, the Company amended the Credit Facility to provide that all terms of an accounting or financial nature and
all computations of financial amounts and ratios referenced in the Credit Facility will be made without giving effect to any lease
obligation recorded pursuant to FASB ASU 2016-02, "Leases (Topic 842)", to the extent such obligation would not have been
recorded as a capital lease obligation prior to adoption of ASU 2016-02.

The Company's liquidity and capital needs have generally been met by cash from operating activities supplemented by
borrowings under the Company's Credit Facility as seasonally necessary. The Company generally utilizes its Credit Facility for
working capital needs based primarily on the seasonal nature of its operating cash flows, with the Company's peak borrowing
level occurring early in the fourth quarter as the Company increases inventory in advance of the holiday selling season.

Liquidity information for the fiscal years ended (dollars in thousands):

Funds drawn on Credit Facility

Number of business days with outstanding balance on Credit Facility

Maximum daily amount outstanding under Credit Facility

Liquidity information as of the fiscal years ended (dollars in thousands):

Outstanding borrowings under Credit Facility

Cash and cash equivalents

Remaining borrowing capacity under Credit Facility

Outstanding letters of credit under Credit Facility

February 2,
2019
1,875,400

$

February 3,
2018
2,742,800

$

195 days

228 days

$

423,100

$

569,000

February 2,
2019

February 3,
2018

$

$

$
$

— $
$

113,653

1,233,869

16,131

$
$

—

101,253

1,233,869

16,131

The Company intends to allocate capital to invest in its future growth, specifically growing and remodeling its store network
and eCommerce business together to deliver an omni-channel shopping experience, as well as other long-term strategic
investments while returning capital to stockholders through share repurchases and dividends.

29

Capital expenditures – Fiscal 2018 capital expenditures totaled $198.2 million on a gross basis and $170.5 million on a net
basis, which includes tenant allowances provided by landlords. Normal capital requirements primarily relate to the development
of our omni-channel platform, including investments in new and existing stores and eCommerce technology. We reduced our
new stores growth rate in fiscal 2018 to 19 new Dick's Sporting Goods stores, which represents a significant reduction from
fiscal 2017. The Company also plans to continue to invest in improving its eCommerce fulfillment network and corporate
information technology capabilities.

We currently expect fiscal 2019 capital expenditures to be approximately $230.0 million on a gross basis and approximately
$200.0 million on a net basis. We plan to continue to invest in technology and eCommerce fulfillment to deliver the best omni-
channel customer experience in sporting goods. We plan to reduce our new store growth in fiscal 2019 to approximately seven
new Dick's Sporting Goods stores and two new Golf Galaxy stores. Approximately two-thirds of our Dick’s Sporting Goods
stores will be up for lease renewal at our option over the next five years. We plan to leverage the significant flexibility within
our existing real estate portfolio to capitalize on future real estate opportunities over the near and intermediate term as those
leases come up for renewal.

Share repurchases – On March 16, 2016, the Company's Board of Directors authorized a five-year share repurchase program of
up to $1 billion of the Company's common stock. During fiscal 2018, the Company repurchased 9.6 million shares of its
common stock for $323.4 million and currently has approximately $433.4 million remaining under its authorization that
extends through 2021. During fiscal 2017, the Company repurchased 8.1 million shares of its common stock for $284.6 million.
The Company intends to repurchase shares from time-to-time to offset dilution and also may pursue additional repurchases of
shares under favorable market conditions. Any future share repurchase programs are subject to the authorization by our Board
of Directors and will be dependent upon future earnings, cash flows, financial requirements and other factors.

Dividends – During the fiscal year ended February 2, 2019, the Company paid $89.3 million of dividends to its stockholders.
On February 22, 2019, the Company's Board of Directors declared a quarterly cash dividend in the amount of $0.275 per share
on the Company's common stock and Class B common stock payable on March 29, 2019 to stockholders of record as of the
close of business on March 15, 2019. The declaration of future dividends and the establishment of the per share amount, record
dates and payment dates for any such future dividends are subject to authorization by our Board of Directors, and will be
dependent upon multiple factors including future earnings, cash flows, financial requirements and other considerations.

The Company believes cash flows generated by operations and funds available under its Credit Facility will be sufficient to
satisfy capital requirements, including planned capital expenditures, share repurchases and quarterly dividend payments to its
stockholders through fiscal 2019. The Company may require additional funding should the Company pursue strategic
acquisitions or undertake share repurchases, other investments or store expansion rates in excess of historical levels. 

Changes in cash and cash equivalents are as follows (dollars in thousands):

Net cash provided by operating activities

Net cash used in investing activities
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Operating Activities

February 2,
2019

Fiscal Year Ended
February 3,
2018

January 28,
2017

$

$

712,755
(198,219)
(502,094)
(42)
12,400

$

$

$

746,310
(485,648)
(324,240)
54
(63,524) $

768,994
(550,324)
(172,876)
47

45,841

Operating activities consist primarily of net income, adjusted for certain non-cash items and changes in operating assets and
liabilities. Adjustments to net income for non-cash items include depreciation and amortization, deferred income taxes and
stock-based compensation expense, as well as non-cash gains and losses on the disposal of the Company's assets. Changes in
operating assets and liabilities primarily reflect changes in inventories, accounts payable and income taxes payable / receivable,
as well as other working capital changes.

30

 
Cash provided by operating activities decreased $33.6 million in fiscal 2018 to $712.8 million, primarily due to the following:

•

•

Changes in deferred construction allowances decreased operating cash flows by $74.0 million compared to the prior
year, primarily due to fewer self-developed stores during fiscal 2018.

Changes in prepaid expenses and other assets increased operating cash flows by $40.1 million compared to the prior
year, primarily due to the timing of payments related to multi-year contractual agreements.

Investing Activities

Cash used in investing activities for fiscal 2018 decreased by $287.4 million to $198.2 million from fiscal 2017, primarily due
to a $276.1 million decrease in gross capital expenditures. The decrease in gross capital expenditures was primarily driven by
the reduction in our new store growth rate in fiscal 2018, coupled with the construction of our fifth distribution facility during
fiscal 2017.

Financing Activities

Financing activities consist primarily of the Company's capital return initiatives, including its share repurchase program and
cash dividend payments, cash flows generated from stock option exercises and cash activity associated with our Credit Facility.
Cash used in financing activities for fiscal 2018 totaled $502.1 million compared to $324.2 million in fiscal 2017. The increase
in cash used in financing activities was primarily driven by higher share repurchases during fiscal 2018 compared to fiscal 2017
coupled with financing proceeds for the purchase of a corporate aircraft during fiscal 2017. 

Contractual Obligations and Commercial Commitments

The Company is party to many contractual obligations that involve commitments to make payments to third parties in the
ordinary course of business. The following table provides summary information concerning our future contractual obligations
(within the scope of Item 303(a)(5) of Regulation S-K) as of February 2, 2019 (in thousands): 

Contractual obligations:

Term loan (see Note 7)

Capital lease obligations (see Note 7)

Other long-term debt

Interest payments (see Note 7)

Operating lease obligations (see

Note 8) (a)

Unrecognized tax benefits (b)
Purchase and other commitments (see

Note 14) (c)

Payments Due by Period

Total

Less than
1 year

1-3 years

3-5 years

More than
5 years

$

56,085

$

4,523

$

9,045

$

9,045

$

33,472

3,941

18

1,150

722

18

381

1,513

—

533

1,496

—

230

210

—

6

3,735,028

3,145

655,516

3,145

—

1,177,822

868,656

1,033,034

—

8,192

—

9,196

118,358

62,862

38,108

Total contractual obligations

$

3,917,725

$

727,167

$

1,227,021

$

887,619

$

1,075,918

(a) Amounts include aggregate lease obligations, including fixed executory costs.

(b) Excludes $2,657 of accrued liability for unrecognized tax benefits as we cannot reasonably estimate the timing of

settlement. These payments include interest and penalties.

(c) The Company's purchase obligations relate primarily to marketing commitments, including naming rights, licenses for
trademarks, minimum requirements with its third-party eCommerce fulfillment provider, and technology-related and
other ordinary course commitments. In the ordinary course of business, the Company enters into many contractual
commitments, including purchase orders and commitments for products or services, but generally, such commitments
represent annual or cancellable commitments. The amount of purchase obligations shown is based on multi-year non-
cancellable contracts outstanding at the end of fiscal 2018.

31

The Note references in the table above are to the Notes to the Consolidated Financial Statements included in Item 8 herein.

The following table summarizes the Company's other commercial commitments, including both on and off-balance sheet
arrangements, in effect at February 2, 2019 (in thousands):

Other commercial commitments:

Documentary letters of credit

Standby letters of credit

Total other commercial commitments

Total

Less than
1 year

$

$

— $

16,131

16,131

$

—

16,131

16,131

The Company expects to fund these commitments primarily with operating cash flows generated in the normal course of
business.

Off-Balance Sheet Arrangements

Operating leases for our stores represent the majority of our contractual obligations. Future scheduled lease payments under
non-cancellable operating leases as of February 2, 2019 are described under the heading "Operating lease obligations" in the
table above.

Critical Accounting Policies and Use of Estimates

The Company's significant accounting policies are described in Note 1 of the Consolidated Financial Statements, which were
prepared in accordance with accounting principles generally accepted in the United States of America. Critical accounting
policies are those that the Company believes are both most important to the portrayal of the Company's financial condition and
results of operations, and require the Company's most difficult, subjective or complex judgments, often as a result of the need
to make estimates about the effect of matters that are inherently uncertain. Judgments and uncertainties affecting the application
of those policies may result in materially different amounts being reported under different conditions or using different
assumptions.

The Company considers the following policies to be the most critical in understanding the judgments that are involved in
preparing its consolidated financial statements.

Inventory Valuation

The Company values inventory using the lower of weighted average cost and net realizable value. Net realizable value is
generally based on the selling price expectations of the merchandise. The Company regularly reviews inventories to determine
if the carrying value of the inventory exceeds net realizable value and when determined necessary, records a reserve to reduce
the carrying value to net realizable value. Changes in customer merchandise preference, consumer spending, weather patterns,
economic conditions, business trends or merchandising strategies could cause the Company's inventory to be exposed to
obsolescence or slow moving merchandise. 

Shrink expense is accrued as a percentage of merchandise sales based on historical shrink trends. The Company performs
physical inventories at its stores and distribution centers throughout the year. The shrink reserve represents the cumulative loss
estimate for each of the Company's locations since the last physical inventory date through the reporting date. Estimates by
location and in the aggregate are impacted by internal and external factors and may vary significantly from actual results.

32

Business Development Allowances

Business development allowances include allowances, rebates and cooperative advertising funds received from vendors. These
funds are determined for each fiscal year and the majority are based on various quantitative contract terms. Amounts expected
to be received from vendors for the purchase of merchandise inventories ("vendor allowances") are recognized as a reduction of
cost of goods sold as the merchandise is sold. Amounts that represent a reimbursement of costs incurred, such as advertising,
("cooperative advertising") are recorded as a reduction to the related expense in the period that the related expense is incurred.
The Company records an estimate of earned allowances based on the latest projected purchase volumes and advertising
forecasts. 

Goodwill and Intangible Assets

Goodwill, indefinite-lived and other finite-lived intangible assets are reviewed for impairment on an annual basis, or whenever
circumstances indicate that a decline in value may have occurred. Our evaluation for impairment requires accounting
judgments and financial estimates in determining the fair value of the reporting unit. If these judgments or estimates change in
the future, we may be required to record impairment charges for these assets. 

The Company's goodwill impairment test compares the fair value of each reporting unit to its carrying value. The Company
determines the fair value of its reporting units using a combination of a discounted cash flow and a market value approach. The
Company's estimates may differ from actual results due to, among other things, economic conditions, changes to its business
models, or changes in operating performance. Significant differences between these estimates and actual results could result in
future impairment charges and could materially affect the Company's future financial results. If the fair value of the reporting
unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not impaired. If the carrying value
of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, an impairment charge is recorded to
reduce the carrying value to the fair value. As of February 2, 2019, the Company had no reporting units at risk for goodwill
impairment.

Intangible assets that have been determined to have indefinite lives are not subject to amortization and are reviewed at least
annually for potential impairment, or more frequently as mentioned above. The fair value of the Company's intangible assets
are estimated and compared to their carrying value. The Company estimates the fair value of these intangible assets based on an
income approach using the relief-from-royalty method. This methodology assumes that, in lieu of ownership, a third-party
would be willing to pay a royalty in order to exploit the related benefits of these types of assets. This approach is dependent on
a number of factors, including estimates of future sales growth and trends, royalty rates in the category of intellectual property,
discount rates and other variables. If actual results are not consistent with our estimates and assumptions used in estimating fair
value, the Company may be exposed to losses that could be material. The Company does not believe there is reasonable
likelihood that there will be a material change in the estimates or assumptions used to calculate fair value. The Company
recognizes an impairment charge when the estimated fair value of the intangible asset is less than the carrying value.

Impairment of Long-Lived Assets and Closed Store Reserves

The Company reviews long-lived assets whenever events and circumstances indicate that the carrying value of these assets may
not be recoverable based on estimated undiscounted future cash flows. Assets are reviewed at the lowest level for which cash
flows can be identified, which is the store level. The Company uses an income approach to determine the fair value of
individual store locations, which requires discounting projected future cash flows over each store's remaining lease term. When
determining the stream of projected future cash flows associated with an individual store location, the Company makes
assumptions, incorporating local market conditions, about key store variables including sales growth rates, gross margin and
controllable expenses, such as store payroll. An impairment loss is recognized when the carrying amount of the store location is
not recoverable and exceeds its fair value.

Based on an analysis of current and future store performance, management periodically evaluates the need to close
underperforming stores. Reserves are established for the present value of any remaining operating lease obligations, net of
estimated sublease income, when the Company ceases to use a location. If the timing or amount of actual sublease income
differs from estimated amounts, this could result in an increase or decrease in the related reserves.

33

Self-Insurance

The Company is self-insured for certain losses related to health, workers' compensation and general liability insurance,
although we maintain stop-loss coverage with third-party insurers to limit our liability exposure. Liabilities associated with
these losses are estimated in part by considering historical claim experience, industry factors, severity factors and other
actuarial assumptions.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with fair value recognition provisions, under which the
Company uses the Black-Scholes option-pricing model, which requires the input of assumptions. These assumptions include
estimating the length of time employees will retain their vested stock options before exercising them ("expected term"), the
estimated volatility of the Company's common stock price over the expected term and the expected dividend yield. In addition,
we estimate the number of awards that will ultimately not complete their vesting requirements ("forfeitures") and recognize
expense for those stock awards expected to vest. Changes in the assumptions can materially affect the estimate of fair value of
stock-based compensation and consequently, the related amount recognized on the Consolidated Statements of Income.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

The Company maintains its Credit Facility to support potential liquidity and capital needs. Our interest rate under the Credit
Facility is benchmarked to, at the Company's option, a base rate or an adjusted LIBOR rate plus, in each case, an applicable
margin percentage. There were no outstanding borrowings under the Credit Facility as of February 2, 2019 and February 3,
2018.

The Company holds highly liquid instruments purchased with a maturity of three months or less at the date of purchase that are
classified as cash equivalents. The Company had cash equivalent investments at February 2, 2019 and February 3, 2018
totaling $33.8 million and $21.0 million, respectively. As these investments are short-term in nature, changes in interest rates
generally would not have a material impact on the valuation of these investments. 

During fiscal 2018 and 2017, a hypothetical 10% increase or decrease in interest rates would not have materially affected the
Consolidated Financial Statements.

Impact of Inflation

Inflationary factors such as increases in the cost of our products and overhead costs may adversely affect our operating results.
Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a
high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and
SG&A expenses as a percentage of net sales if the selling prices of our products do not increase with inflation.

Seasonality and Quarterly Results

The Company's business is subject to seasonal fluctuations. Significant portions of the Company's net sales and profits are
realized during the fourth quarter of the Company's fiscal year, which is due in part to the holiday selling season and in part to
sales of cold weather sporting goods and apparel. Any decrease in fiscal fourth quarter sales, whether because of a slow holiday
selling season, unseasonable weather conditions or otherwise, could have a material adverse effect on our business, financial
condition and operating results for the entire fiscal year.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required to be filed hereunder are set forth on pages 43 through 69 of this Annual Report on Form 10-
K.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

None.

34

ITEM 9A.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of the Company's management,
including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that
evaluation, the Company's management, including the Company's Chief Executive Officer and the Chief Financial Officer
concluded that, as of February 2, 2019, the Company's disclosure controls and procedures were effective in ensuring that
material information for the Company, including its consolidated subsidiaries, required to be disclosed by the Company in
reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's ("SEC") rules and forms, and that it is accumulated and communicated
to management, including our principal executive and financial officers, or persons performing similar functions, as appropriate
to allow timely decisions regarding required disclosure.

Report of Management on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal
control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting
for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal
control over financial reporting includes: maintaining records that in reasonable detail accurately and fairly reflect our
transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial
statements; providing reasonable assurance that receipts and expenditures of Company assets are made in accordance with
management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of Company
assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of
its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a
misstatement of our financial statements would be prevented or detected.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the
framework and criteria established in Internal Control—Integrated Framework (2013), issued by the Committee of Sponsoring
Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of
the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based
on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of
February 2, 2019.

Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on the Company's
internal control over financial reporting included on the following page of this document.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting during the quarter ended February 2,
2019 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial
reporting.

Inherent Limitations of Control Systems

There are inherent limitations in the effectiveness of any control system, including the potential for human error and the
circumvention or overriding of the controls and procedures. Additionally, judgments in decision making can be faulty and
breakdowns can occur because of simple error or mistake. An effective control system can provide only reasonable, not
absolute, assurance that the control objectives of the system are adequately met. Accordingly, our management, including our
Chief Executive Officer and Chief Financial Officer, does not expect that our control system can prevent or detect all error or
fraud. Finally, projections of any evaluation or assessment of effectiveness of a control system to future periods are subject to
the risks that, over time, controls may become inadequate because of changes in an entity's operating environment or
deterioration in the degree of compliance with policies and procedures.

35

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and Board of Directors of Dick's Sporting Goods, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Dick's Sporting Goods, Inc. and subsidiaries (the "Company")
as of February 2, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of February 2, 2019, based on criteria established in
Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated financial statements as of and for the year ended February 2, 2019, of the Company and our report
dated March 29, 2019, expressed an unqualified opinion on those financial statements.

Basis for Opinion 

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of
Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Pittsburgh, Pennsylvania
March 29, 2019 

36

ITEM 9B.  OTHER INFORMATION

Designation of Principal Accounting Officer

On March 28, 2019, the Board of Directors of the Company designated Navdeep Gupta, the Company’s Senior Vice President -
Finance and Chief Accounting Officer, to serve as the Company’s principal accounting officer effective April 1, 2019.  Lee J.
Belitsky, the Company’s Executive Vice President - Chief Financial Officer, who has filled the role of principal accounting
officer since September 2016, will continue to serve as the Company’s Executive Vice President - Chief Financial Officer and
principal financial officer.

Mr. Gupta, 46, joined Dick’s Sporting Goods in November 2017 as Senior Vice President - Finance and Chief Accounting
Officer. Prior to joining the Company, Mr. Gupta spent eleven years at Advance Auto Parts, Inc., most recently serving as the
Senior Vice President of Finance. Mr. Gupta held numerous leadership roles during his tenure with Advance Auto Parts, Inc.,
including Chief Audit Executive, Vice President of Finance and Treasurer, and Director of Finance. Previously, Mr. Gupta held
management roles at Sprint Nextel Corporation (now known as Sprint Corporation). 

Mr. Gupta’s base salary was increased to $400,000 in connection with the designation. Furthermore, his target payout under the
Company’s annual incentive plan was increased to 60% of his base salary and his target annual equity award was increased to
$500,000. There were no other changes in Mr. Gupta’s compensation arrangements in connection with this designation. 

As a full-time employee, Mr. Gupta will continue to be eligible to participate in the full range of benefits offered by the
Company, including health and welfare plans, medical and dental, life and disability insurances as well as the Company’s 401
(k) and non-qualified deferred compensation plans. Mr. Gupta is also subject to a non-competition, non-solicitation and
confidentiality agreement with the Company, which provides limited severance benefits that are broadly available to employees
subject to such agreements. There are no familial relationships between Mr. Gupta and any director, executive officer or
(nominee thereof) of the Company, and there have been no transactions since the beginning of the Company’s fiscal 2018, or
currently proposed, regarding Mr. Gupta that are required to be disclosed under Item 404(a) of Regulation S-K.

Special Restricted Stock Award

On March 26, 2019, the compensation committee of the Board of Directors of the Company approved a special restricted stock
award to certain officers pursuant to the Company’s Amended and Restated 2012 Stock and Incentive Plan (the "2012 Plan").
The restricted stock awards will vest on the first anniversary of their grant date. The restricted stock award will vest so long as
the grantee remains employed by the Company through the vesting period, except in certain specified circumstances set forth in
the award agreement.

Below are the number of restricted shares to be issued to the officers for which disclosure is required under Item 5.02(e) of
Form 8-K: 

Officer
Lee J. Belitsky

Lauren R. Hobart

Paul J. Gaffney

Title
Executive Vice President - Chief Financial Officer

President

Executive Vice President - Chief Technology Officer

Restricted Stock Award
(in shares)
18,000

18,500

11,000

The foregoing description of the restricted stock awards does not purport to be complete and is qualified in its entirety by
reference to the applicable award agreement, the form of which is filed hereto as Exhibit 10.7b and incorporated herein by
reference, and the Company’s 2012 Plan, a copy of which is filed hereto as Exhibit 10.7 and incorporated herein by reference.

37

PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

(a)

Information relative to Directors of the Company will be set forth under the section entitled "Item 1 - Election of
Directors" in the Company's definitive Proxy Statement for the 2019 Annual Meeting of Stockholders ("2019 Proxy
Statement") and is incorporated herein by reference.

(b) Information with respect to Executive Officers of the Company will be set forth in Part I, Item 1.

(c)

Information with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 is set forth under the
section entitled "Stock Ownership" in the 2019 Proxy Statement and is incorporated herein by reference.

(d) The Company has adopted a code of ethics that applies to all of its employees, including its principal executive officer,

principal financial officer, principal accounting officer, controller and other executive officers, and has adopted a separate
code of ethics that applies to the Board of Directors, the complete text of which are available through the Investor
Relations section of the Company's website at www.dicks.com/investors. If the Company makes any amendments to either
code of ethics other than technical, administrative, or other non-substantive amendments, or grants any waivers, including
implicit waivers, from a provision of the Code of Conduct applicable to the Company's principal executive officer,
principal financial officer, principal accounting officer or controller or persons performing similar functions, the Company
will disclose the nature of the amendment or waiver, its effective date and to whom it applies on its website or in a Current
Report on Form 8-K filed with the SEC. The Company's website does not form a part of this Annual Report on Form 10-K.

(e)

Information on our audit committee and audit committee financial experts will be set forth under the section entitled
"Corporate Governance" in the 2019 Proxy Statement and is incorporated herein by reference.

ITEM 11.  EXECUTIVE COMPENSATION

The information required by this Item is set forth under the sections entitled "Executive Compensation", "Compensation
Tables", "Corporate Governance" and "Item 1 - Election of Directors" in the Company's 2019 Proxy Statement and is
incorporated herein by reference. The information under the caption "Executive Compensation - Compensation Committee
Report" shall not be deemed "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by
reference into a future filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the
Company specifically incorporates the information by reference.

38

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS

Part of the information required by this Item will be set forth under the caption "Stock Ownership" in the Company's 2019
Proxy Statement and is incorporated herein by reference. The following table summarizes information, as of February 2, 2019,
for the equity compensation plans of the Company pursuant to which grants of options, restricted stock, restricted stock units or
other rights to acquire shares may be granted from time-to-time:

Equity Compensation Plan Information

Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
(a)

Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b)

Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))
(c)

3,130,427 (2) $

45.65

6,089,337 (3)

—
3,130,427

—
6,089,337

Plan Category
Equity compensation plans approved

by security holders (1)

Equity compensation plans not
approved by security holders

Total

(1) Represents outstanding awards pursuant to the Company's 2002 Amended and Restated Stock and Incentive Plan and
2012 Stock and Incentive Plan, as amended and restated (the "2012 Plan"). Represents shares of common stock.
Shares of Class B Common Stock are not authorized for issuance under the 2012 Plan.

(2) Upon adoption of the 2012 Plan, the common stock available under the 2002 Amended and Restated Stock and

Incentive Plan became available for issuance under the 2012 Plan. 

(3) Shares of common stock that are subject to any award (e.g. options, stock appreciation rights, restricted stock,

restricted stock units or performance stock) pursuant to the 2012 Plan will count against the aggregate number of
shares of common stock that may be issued as one share for every share issued.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item will be set forth under the caption "Certain Relationships and Transactions with Related
Persons" and "Election of Directors - How does the Board determine which directors are considered independent?" in the
Company's 2019 Proxy Statement and is incorporated herein by reference.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item will be set forth under the caption "Ratification of Independent Registered Public
Accounting Firm – Audit and Non-Audit Fees and Independent Public Accountants" in the Company's 2019 Proxy Statement
and is incorporated herein by reference.

39

PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this Annual Report on Form 10-K:

(1) Financial Statements. The Consolidated Financial Statements required to be filed hereunder are listed in the Index to

Consolidated Financial Statements on page 41 of this Annual Report on Form 10-K.

(2) Financial Statement Schedule. The consolidated financial statement schedule to be filed hereunder is included on page 75
of this Annual Report on Form 10-K. Other schedules have not been included because they are not applicable or because
the information is included elsewhere in this report.

(3) Exhibits. The Exhibits listed in the Index to Exhibits, which appears on pages 70 to 72 and is incorporated herein by
reference, are filed as part of this Annual Report on Form 10-K. Certain Exhibits are incorporated by reference from
documents previously filed by the Company with the SEC pursuant to Rule 12b-32 under the Securities Exchange Act of
1934, as amended.

40

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Income for the Fiscal Years Ended February 2, 2019, February 3, 2018, and January 28,

2017

Consolidated Statements of Comprehensive Income for the Fiscal Years Ended February 2, 2019, February 3, 2018,

and January 28, 2017

Consolidated Balance Sheets as of February 2, 2019 and February 3, 2018

Consolidated Statements of Changes in Stockholders' Equity for the Fiscal Years Ended February 2, 2019, February

3, 2018, and January 28, 2017

Consolidated Statements of Cash Flows for the Fiscal Years Ended February 2, 2019, February 3, 2018, and

January 28, 2017

Notes to Consolidated Financial Statements for the Fiscal Years Ended February 2, 2019, February 3, 2018, and

January 28, 2017

Page
42

43

44

45

46

47

48 - 69

41

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and Board of Directors of Dick's Sporting Goods, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Dick's Sporting Goods, Inc. and subsidiaries (the
"Company") as of February 2, 2019 and February 3, 2018, the related consolidated statements of income, comprehensive
income, changes in stockholders' equity, and cash flows, for each of the three years in the period ended February 2, 2019, and
the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in
all material respects, the financial position of the Company as of February 2, 2019 and February 3, 2018, and the results of its
operations and its cash flows for each of the three years in the period ended February 2, 2019, in conformity with accounting
principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of February 2, 2019, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated March 29, 2019, expressed an unqualified opinion on the Company's internal control over
financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Pittsburgh, Pennsylvania
March 29, 2019

We have served as the Company's auditor since 1998.

42

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)

Fiscal Year Ended

February 2, 
 2019

February 3, 
 2018

January 28, 
 2017

Net sales

$

8,436,570

$

8,590,472

$

Cost of goods sold, including occupancy and distribution costs

GROSS PROFIT

Selling, general and administrative expenses

Pre-opening expenses

INCOME FROM OPERATIONS

Interest expense

Other expense (income)

INCOME BEFORE INCOME TAXES

Provision for income taxes

NET INCOME

EARNINGS PER COMMON SHARE:

Basic

Diluted

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

Basic

Diluted

See accompanying notes to consolidated financial statements.

5,998,788

2,437,782

1,986,576

6,473

444,733

10,248

2,565

431,920

112,056

319,864

3.27

3.24

97,743

98,781

$

$

$

6,101,412

2,489,060

1,982,363

29,123

477,574

8,047

(31,810)

501,337

177,892

323,445

3.02

3.01

106,977

107,586

$

$

$

$

$

$

7,921,981

5,556,198

2,365,783

1,875,643

40,286

449,854

5,856

(14,424)

458,422

171,026

287,396

2.59

2.56

111,095

112,216

43

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)

NET INCOME

OTHER COMPREHENSIVE (LOSS) INCOME:

     Foreign currency translation adjustment, net of tax

TOTAL OTHER COMPREHENSIVE (LOSS) INCOME

COMPREHENSIVE INCOME

See accompanying notes to consolidated financial statements.

Fiscal Year Ended

February 2, 
 2019

February 3, 
 2018

January 28, 
 2017

319,864

$

323,445

$

287,396

(42)

(42)

54

54

47

47

319,822

$

323,499

$

287,443

$

$

44

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share and per share data)

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

Accounts receivable, net

Income taxes receivable

Inventories, net

Prepaid expenses and other current assets

Total current assets

PROPERTY AND EQUIPMENT, NET

INTANGIBLE ASSETS, NET

GOODWILL

OTHER ASSETS:

Deferred income taxes

Other

Total other assets

TOTAL ASSETS

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable

Accrued expenses

Deferred revenue and other liabilities

Income taxes payable

Current portion of other long-term debt and leasing obligations

Total current liabilities

LONG-TERM LIABILITIES:

Other long-term debt and leasing obligations

Deferred income taxes

Deferred rent and other liabilities

Total long-term liabilities

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:

Preferred stock, par value $0.01 per share, authorized shares 5,000,000; none issued and outstanding

Common stock, par value $0.01 per share, authorized shares 200,000,000; issued shares 110,734,156 and

110,175,392 at February 2, 2019 and February 3, 2018, respectively; outstanding shares 69,304,874 and
78,317,898 at February 2, 2019 and February 3, 2018, respectively

Class B common stock, par value, $0.01 per share, authorized shares 40,000,000; issued and outstanding shares

24,541,123 and 24,710,870 at February 2, 2019 and February 3, 2018, respectively

Additional paid-in capital

Retained earnings

Accumulated other comprehensive loss

Treasury stock, at cost, 41,429,482 and 31,857,494 at February 2, 2019 and February 3, 2018, respectively

Total stockholders' equity

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

4,187,149

$

See accompanying notes to consolidated financial statements. 

February 2, 
 2019

February 3, 
 2018

$

113,653

$

37,970

6,135

1,824,696

139,944

2,122,398

1,565,271

130,166

250,476

13,243

105,595

118,838

101,253

60,107

4,433

1,711,103

129,189

2,006,085

1,677,340

136,587

250,476

13,639

119,812

133,451

$

$

4,187,149

$

4,203,939

889,908

$

364,342

224,984

20,142

5,263

843,075

354,181

212,080

10,476

5,202

1,504,639

1,425,014

54,781

11,776

711,792

778,349

—

693

245

1,214,287

2,455,192

(120)

(1,766,136)

1,904,161

60,084

10,232

767,108

837,424

—

783

247

1,177,778

2,205,651

(78)

(1,442,880)

1,941,501

4,203,939

45

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Dollars in thousands)

Common Stock

Class B
Common Stock

Shares

Dollars

Shares

Dollars

Additional
Paid-In
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Loss

Treasury
Stock

Total

BALANCE, January 30, 2016

86,850,630

$

869

24,900,870

$

249

$ 1,063,705

$ 1,737,214

$

(179) $(1,012,671) $ 1,789,187

Exchange of Class B common stock

for common stock

Exercise of stock options

Restricted stock vested

Minimum tax withholding

requirements

Net income

Stock-based compensation

Total tax benefit from exercise of

stock options

Foreign currency translation

adjustment, net of taxes of $28

190,000

1,421,389

438,160

2

13

4

(149,347)

(1)

—

—

—

—

—

—

—

—

Purchase of shares for treasury

(3,130,954)

(31)

Cash dividends declared, $0.605 per

common share

—

—

(190,000)

(2)

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

31,076

(4)

(7,059)

—

—

—

—

—

287,396

33,602

9,510

—

—

—

—

—

—

—

(68,544)

—

—

—

—

—

—

—

47

—

—

—

—

—

—

—

—

—

—

—

31,089

—

(7,060)

287,396

33,602

9,510

47

(145,707)

(145,738)

—

(68,544)

BALANCE, January 28, 2017

85,619,878

$

856

24,710,870

$

247

$ 1,130,830

$ 1,956,066

$

(132) $(1,158,378) $ 1,929,489

Adjustment for cumulative effect from
change in accounting principle
(ASU 2016-16)

Exercise of stock options

Restricted stock vested

Minimum tax withholding

requirements

Net income

Stock-based compensation

Foreign currency translation

adjustment, net of taxes of $30

—

582,022

359,956

(121,681)

—

—

—

—

6

3

(1)

—

—

—

Purchase of shares for treasury

(8,122,277)

(81)

Cash dividends declared, $0.68 per

common share

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

(1,744)

16,552

(3)

(5,840)

—

—

—

—

323,445

36,239

—

—

—

—

—

—

(72,116)

—

—

—

—

—

—

54

—

—

—

—

—

—

—

—

—

(1,744)

16,558

—

(5,841)

323,445

36,239

54

(284,502)

(284,583)

—

(72,116)

BALANCE, February 3, 2018

78,317,898

$

783

24,710,870

$

247

$ 1,177,778

$ 2,205,651

$

(78) $(1,442,880) $ 1,941,501

Adjustment for cumulative effect from
change in accounting principle
(ASU 2014-09)

Exchange of Class B common stock

for common stock

Restricted stock vested

Minimum tax withholding

requirements

Net income

Stock-based compensation

Foreign currency translation

adjustment, net of taxes of $13

—

169,747

549,293

(160,276)

—

—

—

—

2

5

(1)

—

—

—

Purchase of shares for treasury

(9,571,788)

(96)

Cash dividends declared, $0.90 per

common share

—

—

—

(169,747)

—

—

—

—

—

—

—

—

(2)

—

—

—

—

—

—

—

—

—

(5)

(5,427)

20,488

—

—

—

—

319,864

41,941

—

—

—

—

—

—

(90,811)

—

—

—

—

—

—

(42)

—

—

—

—

—

—

—

—

—

20,488

—

—

(5,428)

319,864

41,941

(42)

(323,256)

(323,352)

—

(90,811)

BALANCE, February 2, 2019

69,304,874

$

693

24,541,123

$

245

$ 1,214,287

$ 2,455,192

$

(120) $(1,766,136) $ 1,904,161

See accompanying notes to consolidated financial statements.

46

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

Deferred income taxes

Stock-based compensation

Other non-cash items

Changes in assets and liabilities:

Accounts receivable

Inventories

Prepaid expenses and other assets

Accounts payable

Accrued expenses

Income taxes payable / receivable

Deferred construction allowances

Deferred revenue and other liabilities

Net cash provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures

Acquisitions, net of cash acquired

Deposits and purchases of other assets

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Revolving credit borrowings

Revolving credit repayments

Proceeds from term loan

Payments on other long-term debt and leasing obligations

Construction allowance receipts

Proceeds from exercise of stock options

Minimum tax withholding requirements

Cash paid for treasury stock

Cash dividends paid to stockholders

(Decrease) increase in bank overdraft

Net cash used in financing activities

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS, END OF PERIOD

Supplemental disclosure of cash flow information:

Accrued property and equipment

Cash paid during the year for interest

Cash paid during the year for income taxes

See accompanying notes to consolidated financial statements.

February 2, 
 2019

Fiscal Year Ended
February 3, 
 2018

January 28, 
 2017

$

319,864

$

323,445

$

287,396

243,830

(5,258)

41,941

934

16,215

(94,131)

10,980

125,632

21,372

7,964

27,730

(4,318)

712,755

237,651

42,453

36,239

5,327

(208)

(71,751)

(29,072)

124,628

13,597

(39,347)

101,712

1,636

746,310

(198,219)

(474,347)

—

—

(8,957)

(2,344)

(198,219)

(485,648)

233,834

(45,036)

33,602

721

(4,125)

(84,733)

(2,282)

59,870

64,469

26,034

179,864

19,380

768,994

(421,920)

(118,769)

(9,635)

(550,324)

1,875,400

(1,875,400)

2,742,800

(2,742,800)

2,159,600

(2,159,600)

—

(5,242)

—

—

(5,428)

(323,352)

(89,273)

(78,799)

(502,094)

(42)

12,400

101,253

113,653

18,937

9,317

114,018

$

$

$

$

62,492

(2,531)

—

16,558

(5,841)

(284,583)

(73,099)

(37,236)

(324,240)

54

(63,524)

164,777

101,253

29,834

8,598

185,798

$

$

$

$

$

$

$

$

—

(588)

—

31,089

(7,060)

(145,738)

(67,972)

17,393

(172,876)

47

45,841

118,936

164,777

70,129

4,983

196,712

47

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and Summary of Significant Accounting Policies

Operations – Dick's Sporting Goods, Inc. (together with its subsidiaries, referred to as "the Company", "we", "us" and "our"
unless specified otherwise) is a leading omni-channel sporting goods retailer offering an extensive assortment of authentic,
high-quality sports equipment, apparel, footwear and accessories through a blend of dedicated associates, in-store services and
unique specialty shop-in-shops. The Company also owns and operates Golf Galaxy and Field & Stream stores, and Dick's Team
Sports HQ, an all-in-one youth sports digital platform offering scheduling, communications and live scorekeeping through its
GameChanger mobile apps, free league management services, custom uniforms and fan wear, and access to donations and
sponsorships. The Company offers its products through a content-rich eCommerce platform that is integrated with its store
network and provides customers with the convenience and expertise of a 24-hour storefront.

Fiscal Year – The Company's fiscal year ends on the Saturday closest to the end of January. Fiscal years 2018, 2017 and 2016
ended on February 2, 2019, February 3, 2018 and January 28, 2017, respectively. All fiscal years presented include 52 weeks of
operations except fiscal 2017, which included 53 weeks.

Principles of Consolidation – The Consolidated Financial Statements include Dick's Sporting Goods, Inc. and its wholly-
owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates in the Preparation of Financial Statements – The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Cash and Cash Equivalents – Cash and cash equivalents consist of cash on hand and all highly liquid instruments purchased
with a maturity of three months or less at the date of purchase. Cash equivalents are considered Level 1 investments and totaled
$33.8 million and $21.0 million at February 2, 2019 and February 3, 2018, respectively. 

Cash Management – The Company's cash management system provides for the reimbursement of all major bank disbursement
accounts on a daily basis. Accounts payable at February 2, 2019 and February 3, 2018 include $36.4 million and $115.2 million,
respectively, of checks drawn in excess of cash balances not yet presented for payment.

Accounts Receivable – Accounts receivable consist principally of amounts receivable from vendors and landlords. The 
allowance for doubtful accounts totaled $3.0 million and $3.5 million at February 2, 2019 and February 3, 2018, respectively.

Inventories – Inventories are stated at the lower of weighted average cost and net realizable value. Inventory costs consist of
the direct cost of merchandise including freight. Inventories are net of shrinkage, obsolescence, other valuation accounts and
vendor allowances totaling $113.3 million and $154.5 million at February 2, 2019 and February 3, 2018, respectively.

Property and Equipment – Property and equipment are recorded at cost and include capitalized leases. For financial reporting
purposes, depreciation and amortization are computed using the straight-line method over the following estimated useful lives:

Buildings
Leasehold improvements
Furniture, fixtures and equipment
Computer software

40 years
10-25 years
3-7 years
3-10 years

For leasehold improvements and property and equipment under capital lease agreements, depreciation and amortization are
calculated using the straight-line method over the shorter of the estimated useful lives of the assets or the lease term. Leasehold
improvements made significantly after the initial lease term are depreciated over the shorter of their estimated useful lives or
the remaining lease term, including renewal periods, if reasonably assured. Depreciation expense was $223.2 million, $214.9
million and $203.1 million for fiscal 2018, 2017 and 2016, respectively.

Renewals and betterments are capitalized and repairs and maintenance are expensed as incurred.

48

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Impairment of Long-Lived Assets and Closed Store Reserves – The Company evaluates its long-lived assets to assess whether
the carrying values have been impaired whenever events and circumstances indicate that the carrying value of these assets may
not be recoverable based on estimated undiscounted future cash flows. An impairment loss is recognized when the estimated
undiscounted cash flows expected to result from the use of the asset plus eventual net proceeds expected from disposition of the
asset, if any, are less than the carrying value of the asset. When an impairment loss is recognized, the carrying amount of the
asset is reduced to its estimated fair value as determined based on quoted market prices or through the use of other valuation
techniques. The related expense is recorded within selling, general and administrative expenses on the Consolidated Statements
of Income.

The Company recognizes a liability for costs associated with closed or relocated premises when the Company ceases to use the
location. The calculation of accrued lease termination and other costs primarily includes future minimum lease payments,
maintenance costs and taxes from the date of closure or relocation to the end of the remaining lease term, net of contractual or
estimated sublease income. The liability is discounted using a credit-adjusted risk-free rate of interest. The assumptions used in
the calculation of the accrued lease termination and other costs are evaluated on a quarterly basis. The current portion of
accrued store closing and relocation reserves is included within accrued expenses and the non-current portion is included within
long-term deferred rent and other liabilities on the Consolidated Balance Sheets. The related expense is recorded within selling,
general and administrative expenses on the Consolidated Statements of Income.

Goodwill – Goodwill represents the excess of acquisition cost over the fair value of the net assets of acquired entities. The
Company assesses the carrying value of goodwill annually or whenever circumstances indicate that a decline in value may have
occurred. 

The Company's goodwill impairment test compares the fair value of each reporting unit to its carrying value. The Company
determines the fair value of its reporting units using a combination of a discounted cash flow and a market value approach. If
the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not
impaired. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, an
impairment charge to selling, general and administrative expenses is recorded to reduce the carrying value to the fair value. A
reporting unit is the operating segment, or a business unit one level below that operating segment, for which discrete financial
information is prepared and regularly reviewed by management.

Intangible Assets – Intangible assets consist primarily of trademarks and acquired trade names with indefinite lives, which are
tested for impairment annually or whenever circumstances indicate that a decline in value may have occurred. The Company
estimates the fair value of these intangible assets based on an income approach using the relief-from-royalty method. The
Company's finite-lived intangible assets consist primarily of customer lists, favorable lease assets and other acquisition-related
assets. Finite-lived intangible assets are amortized over their estimated useful economic lives and are reviewed for impairment
when factors indicate that an impairment may have occurred. The Company recognizes an impairment charge when the
estimated fair value of the intangible asset is less than the carrying value.

Self-Insurance – The Company is self-insured for certain losses related to health, workers' compensation and general liability
insurance, although we maintain stop-loss coverage with third-party insurers to limit our liability exposure. Liabilities
associated with these losses are estimated in part by considering historical claims experience, industry factors, severity factors
and other actuarial assumptions.

Pre-opening Expenses – Pre-opening expenses, which consist primarily of rent, marketing, payroll and recruiting costs, are
expensed as incurred. Rent is recognized within pre-opening expense from the date the Company takes possession of a site
through the date of store opening.

Earnings Per Common Share – Basic earnings per common share is computed based on the weighted average number of
shares of common stock outstanding during the period. Diluted earnings per common share is computed based on the weighted
average number of shares of common stock, plus the effect of dilutive potential common shares outstanding during the period,
using the treasury stock method. Dilutive potential common shares include outstanding stock options, restricted stock and
warrants.

49

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Stock-Based Compensation – The Company has the ability to grant restricted shares of common stock, restricted stock units
and stock options to purchase common stock under the Dick's Sporting Goods, Inc. 2012 Stock and Incentive Plan, as Amended
and Restated (the "2012 Plan"). The Company records stock-based compensation expenses based on the fair value of stock
awards at the grant date and recognizes the expense over the related service period.

Income Taxes – The Company utilizes the asset and liability method of accounting for income taxes and provides deferred
income taxes for temporary differences between the amounts reported for assets and liabilities for financial statement purposes
and for income tax reporting purposes, using enacted tax rates in effect in the years in which the differences are expected to
reverse. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax
position will be sustained on examination by the relevant taxing authorities, based on the technical merits of the position. The
tax benefits recognized in the Consolidated Financial Statements from such a position are measured based on the largest benefit
that will more likely than not be realized upon ultimate settlement. Interest and penalties from income tax matters are
recognized in income tax expense.

Revenue Recognition – Revenue is recognized upon satisfaction of all contractual performance obligations and transfer of
control to the customer. Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange
for corresponding goods or services. Substantially all of the Company's sales are single performance obligation arrangements
for retail sale transactions for which the transaction price is equivalent to the stated price of the product or service, net of any
stated discounts applicable at a point in time. Each sales transaction results in an implicit contract with the customer to deliver a
product or service at the point of sale. Revenue from retail sales is recognized at the point of sale, net of sales tax. Revenue
from eCommerce sales, including vendor-direct sales arrangements, is recognized upon shipment of merchandise. A provision
for anticipated merchandise returns is provided through a reduction of sales and cost of goods sold in the period that the related
sales are recorded.

Revenue from gift cards and returned merchandise credits (collectively the "cards") is deferred and recognized upon the
redemption of the cards. These cards have no expiration date. Income from unredeemed cards is recognized on the Consolidated
Statements of Income within net sales in proportion to the pattern of rights exercised by the customer in future periods. The
Company performs an evaluation of historical redemption patterns from the date of original issuance to estimate future period
redemption activity. 

Cost of Goods Sold – Cost of goods sold includes: the cost of merchandise (inclusive of vendor allowances, inventory
shrinkage and inventory write-downs for the lower of cost and net realizable value); freight; distribution; shipping; and store
occupancy costs. The Company defines merchandise margin as net sales less the cost of merchandise sold. Store occupancy
costs include rent, common area maintenance charges, real estate and other asset-based taxes, general maintenance, utilities,
depreciation and certain insurance expenses.

Selling, General and Administrative Expenses – Selling, general and administrative expenses include store and field support
payroll and fringe benefits, advertising, bank card charges, operating costs associated with the Company's internal eCommerce
platform, information systems, marketing, legal, accounting, other store expenses and all expenses associated with operating the
Company's Customer Support Center ("CSC").

Advertising Costs – Production costs for all forms of advertising and the costs to run the advertisements are expensed the first
time the advertisement takes place. Advertising expense, net of cooperative advertising, was $322.2 million, $330.1 million and
$304.9 million for fiscal 2018, 2017 and 2016, respectively.

Business Development Allowances – Business development allowances include allowances, rebates and cooperative
advertising funds received from vendors. These funds are determined for each fiscal year and the majority are based on various
quantitative contract terms. Amounts expected to be received from vendors for the purchase of merchandise inventories
("vendor allowances") are recognized as a reduction of cost of goods sold as the merchandise is sold. Amounts that represent a
reimbursement of costs incurred, such as advertising ("cooperative advertising"), are recorded as a reduction to the related
expense in the period that the related expense is incurred. The Company records an estimate of earned allowances based on the
latest projected purchase volumes and advertising forecasts.

50

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Segment Information – The Company is a specialty omni-channel retailer that offers a broad range of products in its specialty
retail stores primarily in the eastern United States. Given the economic characteristics of the store formats, the similar nature of
the products sold, the type of customer and method of distribution, the Company's operating segments are aggregated within
one reportable segment. Refer to Note 17 to the Consolidated Financial Statements herein for additional disclosure of net sales
by merchandise category.

Construction Allowances – All of the Company's store locations are leased. The Company may receive reimbursement from a
landlord for some of the cost of the structure, subject to satisfactory fulfillment of applicable lease provisions. These
reimbursements may be referred to as tenant allowances, construction allowances or landlord reimbursements ("construction
allowances").

The Company's accounting for construction allowances differs if the Company is deemed to be the owner of the asset during
the construction period. Some of the Company's leases have a cap on the construction allowance, which places the Company at
risk for cost overruns and causes the Company to be deemed the owner during the construction period. In instances where the
Company is not deemed to be the owner during the construction period, reimbursement from a landlord for tenant
improvements is classified as an incentive and included within deferred revenue and other liabilities on the Consolidated
Balance Sheets. The deferred rent credit is amortized as rent expense on a straight-line basis over the term of the lease.
Landlord reimbursements from these transactions are included in cash flows from operating activities as a change in deferred
construction allowances.

In cases where the Company is deemed to be the owner during the construction period, a sale and leaseback of the asset occurs
when construction of the asset is complete and the lease term begins, if relevant sale-leaseback accounting criteria are met. Any
gain or loss from the transaction is included within deferred revenue and other liabilities on the Consolidated Balance Sheets
and deferred and amortized as rent expense on a straight-line basis over the term of the lease. The Company reports the amount
of cash received for the construction allowance as construction allowance receipts within the financing activities section of its
Consolidated Statements of Cash Flows when such allowances are received prior to completion of the sale-leaseback
transaction. The Company reports the amount of cash received from construction allowances as proceeds from sale leaseback
transactions within the investing activities section of its Consolidated Statements of Cash Flows when such amounts are
received after the sale-leaseback accounting criteria have been achieved.

Leases – Escalating rent payments, rent abatements and rent holidays are considered in the calculation of minimum lease
payments in the Company's capital lease tests and in determining straight-line rent expense for operating leases. The Company
records any difference between the straight-line rent amount and amounts payable under the lease as part of deferred rent within
long-term deferred rent and other liabilities on the Consolidated Balance Sheets.

Contingent payments based upon sales and future increases determined by inflation-related indices cannot be estimated at the
inception of the lease and accordingly, are charged to operations as incurred. The Company records contingent rent within
accrued expenses on the Consolidated Balance Sheets.

51

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Recently Adopted Accounting Pronouncements

Income Taxes

In March 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-05,
"Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." This update
provides guidance on income tax accounting implications under the Tax Cuts and Jobs Act (the "Tax Act"), which was enacted
on December 22, 2017. Areas of clarification under the update are the measurement period time frame, changes in subsequent
reporting periods, and reporting requirements as they relate to the Tax Act. The Company adopted ASU 2018-05 during the first
quarter of fiscal 2018. The Company recorded provisional charges as a result of the Tax Act, as noted within Note 11 to the
Consolidated Financial Statements of the Company's Annual Report on Form 10-K for the fiscal year ended February 3, 2018,
for which the Company's reviews have been completed without any significant adjustments required during fiscal 2018. The
adoption of this guidance did not have a significant impact on the Company's Consolidated Financial Statements. Refer to Note
11 to the Company's Consolidated Financial Statements herein for additional information.

Stock Compensation

In May 2017, the FASB issued ASU 2017-09, "Compensation - Stock Compensation (Topic 718): Scope of Modification
Accounting." This update clarifies the changes to terms or conditions of a share-based payment award that require an entity to
apply modification accounting. ASU 2017-09 is effective for annual reporting periods, and interim periods therein, beginning
after December 15, 2017. Early application is permitted and prospective application is required. The Company adopted ASU
2017-09 during the first quarter of fiscal 2018. The adoption of this guidance did not have a significant impact on the
Company's Consolidated Financial Statements.

Intangibles - Goodwill and Other

In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test of
Goodwill Impairment." This update modifies the concept of impairment and simplifies how an entity is required to test
goodwill for impairment by eliminating Step 2 from the goodwill impairment test. ASU 2017-04 is effective for interim or
annual goodwill impairment tests during fiscal years beginning after December 15, 2019. Early application is permitted and
prospective application is required. The Company elected to early adopt ASU 2017-04 during the first quarter of fiscal 2018.
The adoption of this guidance did not have a significant impact on the Company's Consolidated Financial Statements.

Contracts with Customers

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers." This update requires an entity to
recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration
to which the entity expects to be entitled in exchange for those goods or services. Additionally, the update (1) specifies the
accounting for some costs to obtain or fulfill a contract with a customer and (2) expands disclosure requirements related to
revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14, "Revenue from
Contracts with Customers - Deferral of the Effective Date", which approved a one year deferral of ASU 2014-09 for annual
reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Subsequent to the
issuance of ASU 2014-09 and ASU 2015-14, the FASB has also issued additional ASUs to assist in clarifying guidance within
ASU 2014-09. These updates permit the use of either the full retrospective or modified retrospective transition method. Early
application is permitted as of the original effective date for annual reporting periods beginning after December 15, 2016,
including interim reporting periods within that reporting period. The Company adopted these ASUs during the first quarter of
fiscal 2018. The adoption of these ASUs did not have a significant impact on our Consolidated Financial Statements. Refer to
Note 17 to the Company's Consolidated Financial Statements herein for additional information.

52

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Recently Issued Accounting Pronouncement

Leases

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." This update requires an entity to recognize lease assets
and lease liabilities on the balance sheet and to disclose key information about the entity's leasing arrangements. ASU 2016-02
is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2018, with early application
permitted. A modified retrospective approach is permitted. In July 2018, the FASB issued ASU 2018-10, "Codification
Improvements to Topic 842, Leases," and ASU 2018-11, "Leases (Topic 842), Targeted Improvements," which affect certain
aspects of the previously issued guidance. Amendments include an additional transition method that allows entities to apply the
new standard on the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings, as
well as a new practical expedient for lessors. The effective date and transition requirements for ASU 2018-10 and ASU 2018-11
are the same as ASU 2016-02. Early adoption is permitted. 

The Company will adopt these ASUs during the first quarter of fiscal 2019 using the optional transition method, which allows
for prospective application of the standard.  We have completed the upgrade of our existing lease management technology
solution to facilitate adoption of these ASUs in fiscal 2019. The Company will elect the package of practical expedients
permitted under the transition guidance within the new standard, which among other things, allows us to carryforward our
historical lease classification, in addition to electing the practical expedient surrounding land easements.

The Company has lease agreements with non-lease components that relate to the lease components. Non-lease components, and
the lease components to which they relate, will be accounted for together as a single lease component for all classes of
underlying assets.  We will also elect to exclude leases with an initial term of twelve months or less from the Consolidated
Balance Sheets.

We estimate adoption of the standard will result in recognition of additional net lease assets and lease liabilities of
approximately $2,300.0 million, respectively, as of February 3, 2019. The difference between these amounts will be recorded as
an adjustment to fiscal 2019 beginning retained earnings. The adoption of these ASUs will not have a significant impact on the
Company's Consolidated Statement of Income.

2. Goodwill and Other Intangible Assets

The following table summarizes the carrying amount of goodwill and accumulated impairment charges as of the end of the
fiscal periods (in thousands):

Goodwill

2018

2017

Carrying
Value

$

250,476

Accumulated
Impairment
111,312
$

Carrying
Value

$

250,476

Accumulated
Impairment
111,312
$

No impairment charges were recorded against goodwill in fiscal 2018, 2017 or 2016. 

The Company had indefinite-lived and finite-lived intangible assets of $111.0 million and $19.1 million, respectively, as of
February 2, 2019 and $111.0 million and $25.6 million, respectively, as of February 3, 2018. 

53

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The components of intangible assets were as follows as of the end of the fiscal years (in thousands):

2018

Trademarks (indefinite-lived)

Trade names (indefinite-lived)

Customer lists
Acquired technology and other finite-lived intangible assets
Other indefinite-lived intangible assets

$

Gross
Amount

89,206

16,031

21,166
26,901
5,796

Accumulated
Amortization
$

Gross
Amount

89,206

16,031

21,166
26,901
5,788

— $
—
(7,774)
(21,160)
—
(28,934) $

2017

Accumulated
Amortization
—
$

—
(4,922)
(17,583)
—
(22,505)

Total intangible assets

$

159,100

$

159,092

$

Amortization expense for the Company's finite-lived intangible assets was $6.4 million, $6.4 million and $3.5 million for fiscal
2018, 2017 and 2016, respectively. The annual estimated amortization expense of the finite-lived intangible assets recorded as
of February 2, 2019 is expected to be as follows (in thousands):

Fiscal Year
2019
2020
2021
2022
2023
Thereafter
Total

3. Store Closings

Estimated
Amortization
Expense

$

$

5,514
4,636
4,104
2,898
1,792
189
19,133

The following table summarizes the activity of the Company's store closing reserves (in thousands):

Accrued store closing and relocation reserves, beginning of period

$

10,536

$

Expense charged to earnings

Cash payments
Interest accretion and other changes in assumptions

Accrued store closing and relocation reserves, end of period

Less: current portion of accrued store closing and relocation reserves
Long-term portion of accrued store closing and relocation reserves

3,354
(8,795)
(540)
4,555
(1,323)
3,232

$

$

17,531

1,733
(9,522)
794

10,536
(4,440)
6,096

2018

2017

54

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

4. Property and Equipment

Property and equipment are recorded at cost and consist of the following as of the end of the fiscal periods (in thousands):

Buildings and land

Leasehold improvements

Furniture, fixtures and equipment

Computer software

Total property and equipment

Less: accumulated depreciation and amortization
Net property and equipment

2018

2017

$

320,243

$

308,326

1,613,663

1,172,380

393,535

1,587,235

1,123,216

359,175

3,499,821
(1,934,550)
1,565,271

$

3,377,952
(1,700,612)
1,677,340

$

The amounts above include construction in progress of $74.3 million and $58.2 million for fiscal 2018 and 2017, respectively.

5. Accrued Expenses

Accrued expenses consist of the following as of the end of the fiscal periods (in thousands):

Accrued payroll, withholdings and benefits

Accrued real estate taxes, utilities and other occupancy

Accrued property and equipment

Accrued sales tax

Other accrued expenses

Total accrued expenses

6. Deferred Revenue and Other Liabilities

2018

2017

$

166,039

$

125,426

72,727

19,094

18,576

87,906

$

364,342

$

73,200

30,303

23,396

101,856

354,181

Deferred revenue and other liabilities consist of the following as of the end of the fiscal periods (in thousands):

Current:
Deferred gift card revenue

Other

Total current

Long-term:
Deferred rent, including pre-opening rent

Deferred construction allowances

Other

Total long-term

2018

2017

$

$

$

$

$

$

$

156,457

68,527

224,984

98,808

505,767

107,217

711,792

$

179,458

32,622

212,080

105,998

547,612

113,498

767,108

55

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

7. Debt

The Company's carrying value and fair value of outstanding debt consists of the following as of the end of the fiscal years (in
thousands):

Revolving Credit Facility

Term loan

Capital leases

Other debt

Total debt

Less: current portion

Total long-term debt

2018

2017

$

$

— $

56,085

3,941

18

60,044
(5,263)
54,781

$

—

60,608

4,570

108

65,286
(5,202)
60,084

Revolving Credit Facility – On August 9, 2017, the Company entered into a five-year senior secured revolving credit facility
(the "Credit Facility") that amended and restated the Company's then-existing credit facility. The Credit Facility provides for a
$1.25 billion revolving credit facility, including up to $150 million in the form of letters of credit, and allows the Company,
subject to the satisfaction of certain conditions, to request an increase of up to $350 million in borrowing availability subject to
existing or new lenders agreeing to provide such additional revolving commitments. 

On August 3, 2018, the Company amended the Credit Facility to provide that all terms of an accounting or financial nature and
all computations of financial amounts and ratios referenced in the Credit Facility will be made without giving effect to any lease
obligation recorded pursuant to FASB ASU 2016-02, "Leases (Topic 842)", to the extent such obligation would not have been
recorded as a capital lease obligation prior to adoption of ASU 2016-02.

Subject to specified conditions, the Credit Facility matures on August 9, 2022. It is secured by a first priority security interest in
certain property and assets, including receivables, inventory, deposit accounts, securities accounts and other personal property
of the Company and is guaranteed by the Company's domestic subsidiaries.

The annual interest rates applicable to loans under the Credit Facility are, at the Company's option, equal to a base rate or an
adjusted LIBOR rate plus, in each case, an applicable margin percentage. The applicable margin percentage for base rate loans
is 0.125% to 0.375% and for adjusted LIBOR rate loans is 1.125% to 1.375%, depending on the borrowing availability of the
Company.

The Credit Facility contains a covenant that requires the Company to maintain a minimum adjusted availability of 7.5% of its
borrowing base. The Credit Facility also contains certain covenants that could within specific predefined circumstances limit
the Company's ability to, among other things: incur or guarantee additional indebtedness; pay distributions on, redeem or
repurchase capital stock; redeem or repurchase subordinated debt; make certain investments; sell assets; or consolidate, merge
or transfer all or substantially all of the Company's assets. Other than in certain limited conditions, the Company is permitted
under the Credit Facility to continue to pay dividends and repurchase shares pursuant to its stock repurchase program. As of
February 2, 2019, the Company was in compliance with the terms of the Credit Facility. 

Credit Facility information as of the fiscal years ended (in thousands):

2018

Outstanding borrowings under Credit Facility

Remaining borrowing capacity under Credit Facility

Outstanding letters of credit under Credit Facility

$

$
$

56

— $
$
$

1,233,869

16,131

2017

—

1,233,869

16,131

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Term Loan – On August 18, 2017, the Company financed the purchase of a corporate aircraft through a loan with Bank of
America Leasing & Capital, LLC ("BOA") with a fixed interest rate of 3.41% payable in increments of $4.5 million annually
through December 2024 and a balloon payment of $29.3 million (the "BOA Loan"). The BOA Loan may be prepaid in full
provided that the prepayment includes all accrued interest and a prepayment fee equal to 1% of the unpaid balance during the
first year of the BOA Loan or a prepayment fee equal to 0.5% of the unpaid balance during the second year of the BOA
Loan. No prepayment fee is required after the completion of the second year of the BOA Loan. 

Capital Lease Obligations – The gross and net carrying values of assets under capital leases were $6.9 million and $0.2 million,
respectively, as of February 2, 2019 and $6.9 million and $0.3 million, respectively, as of February 3, 2018. 

Scheduled lease payments under capital lease obligations as of February 2, 2019 are as follows (in thousands):

Fiscal Year
2019

2020

2021

2022
2023

Thereafter

Subtotal

Less: amounts representing interest
Present value of net scheduled lease payments

Less: amounts due in one year

Total long-term capital leases

8. Operating Leases

$

$

1,103

1,103

943

863
863

216

5,091
(1,150)
3,941
(722)
3,219

The Company leases all of its stores, three of its distribution centers and certain equipment under non-cancellable operating
leases that expire at various dates through 2033. Initial lease terms are generally for 10 to 15 years and most store leases contain
multiple five-year renewal options and rent escalation provisions. The lease agreements provide primarily for the payment of
minimum annual rentals, costs of utilities, property taxes, maintenance, common areas and insurance, and in some cases,
contingent rent stated as a percentage of gross sales over certain base amounts. Rent expense under these operating leases
totaled approximately $530.9 million, $532.7 million and $501.9 million for fiscal 2018, 2017 and 2016, respectively. 

Aggregate lease payments, including fixed executory costs, due under non-cancellable operating leases as of February 2, 2019
are as follows (in thousands):

Fiscal Year
2019
2020
2021
2022
2023
Thereafter
Total

$

$

655,516
619,189
558,633
475,830
392,826
1,033,034
3,735,028

57

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

9. Stockholders' Equity

Common Stock, Class B Common Stock and Preferred Stock – The Company's Amended and Restated Certificate of
Incorporation authorizes the issuance of 200,000,000 shares of common stock, par value $0.01 per share, and the issuance of
40,000,000 shares of Class B common stock, par value $0.01 per share. In addition, the Company's Amended and Restated
Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock.

Holders of common stock generally have rights identical to holders of Class B common stock, except that holders of common
stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share. A related party,
relatives of the related party and trusts held by them hold all of the Class B common shares. These shares can only be held by
members of this group and are not publicly tradable. Each share of Class B common stock can be converted at any time into
one share of common stock at the holder's option.

Dividends per Common Share – The Company declared and paid aggregate cash dividends of $0.90, $0.68 and $0.605 per
share of common stock and Class B common stock during fiscal 2018, 2017 and 2016, respectively. 

Treasury Stock – The Company’s five-year $1 billion share repurchase program in place as of February 2, 2019 was authorized
by its Board of Directors on March 16, 2016. During fiscal 2018 and 2017, the Company repurchased 9.6 million shares for
$323.4 million and 8.1 million shares for $284.6 million, respectively, of its common stock. The Company had $433.4 million
remaining under the current share repurchase program as of February 2, 2019.

10. Stock-Based Compensation and Employee Stock Plans

The Company has the ability to grant restricted shares of common stock, restricted stock units and options to purchase common
stock under the 2012 Plan. As of February 2, 2019, shares of common stock available for future issuance pursuant to the 2012
Plan were 6,089,337 shares.

The following represents total stock-based compensation recognized in the Consolidated Statements of Income for the fiscal
years presented (in thousands):

Stock option expense

Restricted stock expense

Total stock-based compensation expense

Total related tax benefit

2018

2017

2016

$

$

$

7,147

34,794

41,941

9,104

$

$

$

8,686

27,553

36,239

12,130

$

$

$

9,506

24,096

33,602

11,718

Stock Options – Stock options are generally granted on an annual basis, vest 25% per year over four years and have a seven-
year maximum term.

The fair value of each stock option granted is estimated on the grant date using the Black-Scholes ("Black-Scholes") option
valuation model. The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to
reflect market conditions and the Company's experience. These options are expensed on a straight-line basis over the vesting
period, which is considered to be the requisite service period. Compensation expense is recognized only for those options
expected to vest, with forfeitures estimated at the date of grant based on the Company's historical experience and future
expectations.

58

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The fair value of stock-based awards to employees is estimated on the date of grant using the Black-Scholes valuation with the
following assumptions:

Black-Scholes Valuation Assumptions
Expected life (years) (1)
Expected volatility (2)
Weighted average volatility
Risk-free interest rate (3)
Expected dividend yield

Weighted average grant date fair value

Employee Stock Option Plans
2017

2018

2016

5.20
33.15% - 37.41%
34.61%
2.55% - 3.04%

5.47
29.24% - 33.86%
30.52%
1.70% - 2.25%

5.40
29.20% - 31.93%
31.01%
1.07% - 1.90%

2.40% - 2.82%

1.30% - 2.78%

1.03% - 1.59%

$

9.02

$

11.98

$

12.56

(1) The expected term of the options represents the estimated period of time until exercise and is based on historical
experience of similar awards giving consideration to the contractual terms, vesting schedules and expectations of
future employee behavior.

(2) Expected volatility is based on the historical volatility of the Company's common stock over a time frame consistent

with the expected life of the stock options.

(3) The risk-free interest rate is based on the implied yield available on U.S. Treasury constant maturity interest rates

whose term is consistent with the expected life of the stock options.

The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market
conditions and experience.

The stock option activity from January 30, 2016 through February 2, 2019 is presented in the following table:

Outstanding, January 30, 2016

Granted

Exercised

Forfeited / Expired

Outstanding, January 28, 2017

Granted

Exercised

Forfeited / Expired

Outstanding, February 3, 2018

Granted

Forfeited / Expired

Outstanding, February 2, 2019

Exercisable, February 2, 2019

Vested and expected to vest, February 2, 2019

Shares
Subject to
Options

3,974,512

$

1,143,326
(1,348,241)
(208,512)
3,561,085

786,246
(582,022)
(635,360)
3,129,949

881,334
(880,856)
3,130,427

1,511,580

2,917,529

$

$

$

$
$

Weighted
Average
Exercise
Price per
Share

38.29

47.79

22.28

50.01

46.71

45.28

28.43

50.60

48.97

34.18

45.96

45.65

50.53

46.22

Weighted
Average
Remaining
Contractual
Life (Years)
2.94

Aggregate
Intrinsic
Value (in
thousands)

$

51,930

3.88

$

22,638

4.08

$

389

4.07

2.65

3.95

$

$
$

1,783

184

1,486

59

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The aggregate intrinsic value reported in the table above is based on the Company's closing stock prices for the last business
day of the period indicated. The total intrinsic value for stock options exercised during 2017 and 2016 was $10.7 million and
$36.4 million, respectively. The total fair value of options vested during 2018, 2017 and 2016 was $8.1 million, $9.6 million
and $8.4 million, respectively. The nonvested stock option activity for the year ended February 2, 2019 is presented in the
following table:

Nonvested, February 3, 2018
Granted
Vested
Forfeited
Nonvested, February 2, 2019

Shares
Subject to
Options

Weighted
Average
Grant Date
Fair Value

1,650,991
881,334
(572,972)
(340,506)
1,618,847

$

$

13.29
9.02
14.13
11.29
11.09

As of February 2, 2019, unrecognized stock-based compensation expense from nonvested stock options was approximately
$10.4 million, net of estimated forfeitures, which is expected to be recognized over a weighted average period of approximately
2.42 years. 

The Company issues new shares of common stock upon exercise of stock options.

Additional information regarding options outstanding as of February 2, 2019 is as follows:

Range of
Exercise Prices
$24.48 - $34.05

$35.22 - $47.09

$47.73 - $55.29

$55.49 - $58.86

$24.48 - $58.86

Options Outstanding
Weighted
Average
Remaining
Contractual
Life (Years)
6.18

$

Shares

830,465

945,577

932,936

421,449

3,130,427

3.41

3.26

3.23

4.07

$

Weighted
Average
Exercise
Price

33.10

46.07

50.62

58.44

45.65

Options Exercisable

Weighted
Average
Exercise
Price

28.35

46.49

51.41

58.41

50.53

Shares

26,660

$

589,971

583,454

311,495

1,511,580

$

Restricted Stock – The Company issues shares of restricted stock to eligible employees, which are subject to forfeiture until the
end of an applicable vesting period. The awards generally vest on the third anniversary of the date of grant, subject to the
employee's continuing employment as of that date.

60

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The restricted stock activity from January 30, 2016 through February 2, 2019 is presented in the following table:

Nonvested, January 30, 2016

Granted

Vested

Forfeited

Nonvested, January 28, 2017

Granted

Vested

Forfeited

Nonvested, February 3, 2018

Granted
Vested

Forfeited

Nonvested, February 2, 2019

Weighted
Average
Grant Date
Fair Value

50.97

47.89

47.05

51.23

50.64

41.47

54.13

49.38

44.84

33.96
49.88

45.05

38.88

Shares
2,204,980

789,460
(438,160)
(196,240)
2,360,040

2,228,573
(359,956)
(624,420)
3,604,237

1,616,600
(549,293)
(1,213,927)
3,457,617

$

$

$

$

As of February 2, 2019, total unrecognized stock-based compensation expense from nonvested shares of restricted stock, net of
estimated forfeitures, was approximately $47.6 million before income taxes, which is expected to be recognized over a
weighted average period of approximately 1.47 years.

During 2013, the Company issued a special grant of 1,185,793 shares of performance-based restricted stock in support of the
Company's five-year strategic plan ("the 2013 Long-Term Incentive Plan"). These awards did not achieve the pre-established
financial performance metrics by the end of the performance period, which ended on February 3, 2018. The remaining
nonvested shares forfeited during fiscal 2018 and became available for issuance under the 2012 Plan.

During 2017, the Company issued a special grant of 674,209 shares of performance-based restricted stock in support of the
Company's strategic initiatives ("the 2017 Long-Term Incentive Plan"). As of February 2, 2019, nonvested restricted stock
outstanding included 383,807 shares of these performance-based awards. The Company expects 63,712 shares to vest so long
as the award recipient remains with the Company through April 2020. 

11. Income Taxes

On December 22, 2017, the U.S. government enacted comprehensive tax legislation under the Tax Act. As a result of the Tax
Act in fiscal 2017, the Company recorded a provisional income tax charge of $6.0 million related to the deemed repatriation of
accumulated but undistributed earnings of foreign operations. The re-measurement of the Company’s net deferred tax liability
resulted in a provisional income tax benefit of $5.3 million. 

In response to the Tax Act, the Securities and Exchange Commission staff issued Staff Accounting Bulletin ("SAB") 118 during
fiscal 2018, which provides guidance on the application of U.S. GAAP and the accounting for the income tax effects of the Tax
Act.  SAB 118 provides a measurement period time frame that should not extend beyond one year from the Tax Act enactment
date for companies to complete the accounting requirements of ASC 740, "Income Taxes".  Upon completion of the Company's
tax return filings during fiscal 2018, any changes in management's estimates related to the Tax Act did not have a significant
impact on the Company's Consolidated Financial Statements. Additionally, the Tax Act includes a provision designed to tax
Global Intangible Low Tax Income ("GILTI") earned by non-U.S. corporate subsidiaries of large U.S. shareholders starting in
2018. The Company has elected to account for any future GILTI tax liabilities as period costs and will expense those liabilities
in the period incurred. The Company therefore will not record deferred taxes associated with the GILTI provision of the Tax
Act.

61

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The tax owed on the Company’s estimated deemed repatriation resulting from the Tax Act is payable in uneven annual installments
through 2025. As such, $5.2 million of the tax on undistributed foreign earnings not payable within the next 12 months is presented
within long-term deferred rent and other liabilities on the Consolidated Balance Sheet.

The components of the provision for income taxes are as follows for the fiscal years ended (in thousands):

Current:

Federal
State

Deferred:
Federal
State

Total provision

2018

2017

2016

$

$

94,729
22,585
117,314

(3,943)
(1,315)
(5,258)
112,056

$

$

114,443
20,996
135,439

38,805
3,648
42,453
177,892

$

$

184,636
31,426
216,062

(38,138)
(6,898)
(45,036)
171,026

The provision for income taxes differs from the amounts computed by applying the federal statutory rate as follows for the
following fiscal years:

Federal statutory rate
State tax, net of federal benefit
Valuation allowance
Other permanent items
Effective income tax rate

2018

2017

2016

21.0%
3.8%
—%
1.1%
25.9%

33.7 %
3.3 %
(0.8)%
(0.7)%
35.5 %

35.0 %
3.3 %
(0.1)%
(0.9)%
37.3 %

62

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Components of deferred tax assets (liabilities) consist of the following as of the fiscal years ended (in thousands):

Inventory
Employee benefits
Deferred rent
Stock-based compensation
Gift cards
Deferred revenue currently taxable
Store closing expense
Other accrued expenses not currently deductible for tax purposes
Net operating loss carryforward
Non income-based tax reserves
Capital loss carryforward
Uncertain income tax positions
Insurance
Other
Valuation allowance

Total deferred tax assets

Property and equipment
Inventory valuation
Intangibles
Prepaid expenses
Other

Total deferred tax liabilities
Net deferred tax asset

2018

2017

$

$

35,487
33,591
27,648
19,005
14,458
7,263
1,178
5,895
2,056
5,464
922
1,218
2,298
120
—
156,603
(115,726)
(26,871)
(5,068)
(3,723)
(3,748)
(155,136)
1,467

$

$

35,613
32,909
29,710
18,315
13,006
7,801
2,739
4,590
3,031
5,518
910
2,152
2,060
78
—
158,432
(117,925)
(28,430)
(4,844)
(3,826)
—
(155,025)
3,407

The deferred tax asset from net operating loss carryforwards of $2.1 million represents approximately $6.7 million of federal
net operating losses, which expire in 2036, and $10.6 million of state net operating losses, which expire in 2034. In 2018, of the
$1.5 million net deferred tax asset, approximately $13.2 million is included within other long-term assets and approximately
$11.8 million is included within other long-term liabilities on the Consolidated Balance Sheet. In 2017, of the $3.4 million net
deferred tax asset, $13.6 million was included within other long-term assets and $10.2 million was included within other long-
term liabilities. 

The Company does not provide for deferred taxes on the excess of the financial reporting basis over the tax basis related to our
investments in foreign subsidiaries. It is the Company’s intention to permanently reinvest the earnings from foreign subsidiaries
outside the United States. Under the Tax Act, the associated transition tax resulted in the elimination of the excess of the
amount of financial reporting basis over the tax basis in the foreign subsidiaries and subjected $66.6 million of undistributed
foreign earnings to tax.  An actual repatriation from our international subsidiaries could still be subject to additional foreign
withholding taxes and U.S. state taxes.  We do not anticipate the need to repatriate funds to the United States to satisfy domestic
liquidity needs and accordingly do not provide for foreign withholding taxes and U.S. state taxes.

As of February 2, 2019, the total liability for uncertain tax positions, including related interest and penalties, was approximately
$5.8 million. 

63

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table represents a reconciliation of the Company's total balance of unrecognized tax benefits, excluding interest
and penalties (in thousands):

2018

2017

2016

Beginning of fiscal year

$

8,047

$

8,293

$

Increases as a result of tax positions taken in a prior period

Decreases as a result of tax positions taken in a prior period
Increases as a result of tax positions taken in the current period

Decreases as a result of settlements during the current period
Reductions as a result of a lapse of statute of limitations during the

current period
End of fiscal year

456
(411)
—
(2,977)

124
(142)
—
(228)

(797)
4,318

$

—
8,047

$

$

9,784

—
(831)
2,067
(2,534)

(193)
8,293

The balance at February 2, 2019 includes $3.4 million of unrecognized tax benefits that would impact our effective tax rate if
recognized. The Company recognizes accrued interest and penalties from unrecognized tax benefits in income tax expense.

As of February 2, 2019, the liability for uncertain tax positions includes $1.5 million for the accrual of interest. During fiscal
2018, 2017 and 2016, the Company recorded $0.3 million, $0.4 million and $0.3 million, respectively, for the accrual of interest
and penalties in the Consolidated Statements of Income. The Company has ongoing federal, state and local examinations. It is
possible that these examinations may be resolved within 12 months. Due to the potential for resolution of these examinations,
and the expiration of various statutes of limitation, it is reasonably possible that $3.1 million of the Company's gross
unrecognized tax benefits and interest at February 2, 2019 could be recognized within the next 12 months. The Company does
not anticipate that changes in its unrecognized tax benefits will have a material impact on the Consolidated Statements of
Income during fiscal 2019.

The Company participates in the Internal Revenue Service ("IRS") Compliance Assurance Program ("CAP"). As part of CAP,
tax years are audited on a contemporaneous basis so that all or most issues are resolved prior to the filing of the tax return. The
IRS has completed examinations of 2017 and all prior tax years. The Company is no longer subject to examination in any of its
major state jurisdictions for years prior to 2014.

12. Earnings per Common Share

The computations for basic and diluted earnings per common share are as follows (in thousands, except per share data):

Fiscal Year Ended
2017

2016

2018

Earnings per common share - Basic:

Net income

Weighted average common shares outstanding - basic

Earnings per common share

Earnings per common share - Diluted:

Net income

Weighted average common shares outstanding - basic

Dilutive effect of stock-based awards

Weighted average common shares outstanding - diluted

Earnings per common share

$

$

$

$

$

$

$

319,864

97,743

3.27

319,864

97,743

1,038

98,781

$

$

$

323,445

106,977

3.02

323,445

106,977

609

107,586

3.24

$

3.01

$

Anti-dilutive stock-based awards excluded from diluted calculation

3,519

3,693

287,396

111,095

2.59

287,396

111,095

1,121

112,216

2.56

1,822

64

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

13. Retirement Savings Plans

The Company's retirement savings plan, established pursuant to Section 401(k) of the Internal Revenue Code, covers regular
status full-time hourly and salaried employees and part-time employees after one month of employment with the Company.
Employees must be 21 years of age to participate. Under the terms of the retirement savings plan, the Company may make a
discretionary matching contribution equal to a percentage of each participant's contribution, up to 10% of the participant's
compensation. The Company's discretionary matching contribution percentage is typically 50%. Total employer contributions
recorded under the plan, net of forfeitures, was $9.8 million, $8.3 million and $8.7 million for fiscal 2018, 2017 and 2016,
respectively.

The Company also has non-qualified deferred compensation plans for highly compensated employees whose contributions are
limited under qualified defined contribution plans. Amounts contributed and deferred under the deferred compensation plans
are credited or charged with the performance of investment options offered under the plans and elected by the participants. In
the event of bankruptcy, the assets of these plans are available to satisfy the claims of general creditors. The liability for
compensation deferred under the Company's plans was $77.3 million and $78.9 million as of February 2, 2019 and February 3,
2018, respectively, and is included within long-term liabilities on the Consolidated Balance Sheets. Total employer
contributions recorded under these plans, net of forfeitures, was $2.1 million, $2.1 million and $2.2 million for fiscal 2018,
2017 and 2016, respectively.

14. Commitments and Contingencies

Marketing and Naming Rights Commitments

Within the ordinary course of business, the Company enters into contractual commitments in order to promote the Company's
brand and products, including media and naming rights extending through 2026. The aggregate payments under these
commitments were $18.0 million, $33.3 million and $39.3 million during fiscal 2018, 2017 and 2016, respectively. The
aggregate amount of future minimum payments at February 2, 2019 is as follows (in thousands):

Fiscal Year
2019

2020

2021

2022

2023

Thereafter

Total

Licenses for Trademarks

$

14,192

12,250

9,792

4,054

2,888

9,196

$

52,372

Within the ordinary course of business, the Company enters into licensing agreements for the exclusive or preferential rights to
use certain trademarks extending through 2022. Under specific agreements, the Company is obligated to pay annual guaranteed
minimum royalties. Also, the Company is required to pay additional royalties when the royalties that are based on qualified
purchases or retail sales (dependent upon the agreement) exceed the guaranteed minimum. The aggregate payments under these
commitments were $12.1 million, $9.6 million and $8.8 million during fiscal 2018, 2017 and 2016, respectively. The aggregate
amount of future minimum payments at February 2, 2019 is as follows (in thousands):

Fiscal Year
2019
2020

2021

2022

Total

$

$

10,033
5,213

2,208

1,250

18,704

65

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Other

The Company also has other non-cancellable contractual commitments, including minimum requirements with its third-party
eCommerce fulfillment provider, and technology-related commitments extending through 2021. The aggregate payments under
these commitments were $48.5 million, $37.7 million and $17.9 million during fiscal 2018, 2017 and 2016, respectively. The
aggregate amount of future minimum payments at February 2, 2019 is as follows (in thousands):

Fiscal Year
2019

2020

2021

Total

$

$

38,637

4,895

3,750

47,282

The Company is involved in legal proceedings incidental to the normal conduct of its business. Although the outcome of any
pending legal proceedings cannot be predicted with certainty, management believes that adequate insurance coverage is
maintained and that the ultimate resolution of these matters will not have a material adverse effect on the Company's liquidity,
financial position or results of operations.

15. Fair Value Measurements

ASC 820, "Fair Value Measurement and Disclosures", outlines a valuation framework and creates a fair value hierarchy for
assets and liabilities as follows:

Level 1:  Observable inputs such as quoted prices in active markets;

Level 2:  Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3:  Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own
assumptions.

Assets measured at fair value on a recurring basis as of February 2, 2019 and February 3, 2018 are set forth in the table below:

Description
Assets:

Deferred compensation plan assets held in trust (1)

Total assets

Level 1

February 2,
2019

February 3,
2018

$

$

77,324

77,324

$

$

78,894

78,894

(1) Consists of investments in various mutual funds made by eligible individuals as part of the Company's deferred

compensation plans (See Note 13).

The fair value of cash and cash equivalents, accounts receivable, accounts payable and certain other liabilities approximated
book value due to the short-term nature of these instruments at both February 2, 2019 and February 3, 2018.

The Company uses quoted prices in active markets to determine the fair value of the aforementioned assets determined to be
Level 1 instruments. The Company's policy for recognition of transfers between levels of the fair value hierarchy is to
recognize any transfer at the end of the fiscal quarter in which the determination to transfer was made. 

66

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

16.  Related Party Transaction

On August 18, 2017, the Company agreed to acquire from EWS II, LLC, an entity owned by the Company's Chairman & Chief
Executive Officer ("EWS"), the rights and obligations relating to the purchase of an aircraft by EWS from Gulfstream
Aerospace Corporation ("Gulfstream"). The Company and EWS entered into an arrangement, pursuant to which the Company
agreed to reimburse $62.8 million to EWS for principal payments previously made to Gulfstream for the aircraft purchase and
for interest incurred in connection with the financing of the aircraft purchase and agreed to fund the final aircraft purchase price
payment of $4.0 million to Gulfstream. The transaction was approved pursuant to the Company's Related Party Transaction
Policy. This aircraft replaced a Company aircraft that came off lease in fiscal 2017.

17. Revenue Recognition

On February 4, 2018, the Company adopted ASU 2014-09 ("Topic 606") using the modified retrospective approach for all
contracts not completed as of the adoption date. Financial results for reporting periods beginning after February 3, 2018 are
presented in accordance with Topic 606, while prior periods will continue to be reported in accordance with our pre-adoption
accounting policies and therefore have not been adjusted to conform to Topic 606. 

The primary impact to the Company's accounting policies of adopting Topic 606 relates to the timing of revenue recognition for
gift card breakage. Gift card breakage prior to adoption was recognized at the point gift card redemption was deemed remote.
As a result of the adoption of Topic 606, the Company now recognizes gift card breakage over time in proportion to the pattern
of rights exercised by the customer. This change in accounting policy was accounted for through a cumulative effect adjustment
to increase beginning retained earnings during the first quarter of fiscal 2018. The Company reclassified $27.7 million from
deferred revenue and other liabilities resulting in a cumulative effect adjustment of $20.5 million, net of tax, to retained
earnings on the Company's Consolidated Balance Sheets and Consolidated Statement of Changes in Stockholders' Equity.
Additionally, the adoption of Topic 606 resulted in insignificant financial statement presentation reclassifications related to our
customer loyalty program and our sales return reserve. The Company does not expect the adoption of Topic 606 to have a
significant impact on the Consolidated Financial Statements on a prospective basis. 

In accordance with Topic 606, revenue shall be recognized upon satisfaction of all contractual performance obligations and
transfer of control to the customer. The Company elected the practical expedient within Topic 606 related to sales taxes that are
assessed by a governmental authority, which allows for the exclusion of sales tax from transaction price. The Company also
elected the practical expedient within Topic 606 related to shipping and handling costs, which allows for shipping and handling
activities occurring subsequent to the transfer of control to the customer to be accounted for as fulfillment costs rather than a
promised service.

Deferred gift card revenue - Our gift card liability was $156.5 million and $179.5 million as of February 2, 2019 and February
3, 2018, respectively. During the fiscal year ended February 2, 2019, we recognized $13.6 million of gift card breakage revenue
and experienced approximately $81.9 million of gift card redemptions that were included in our gift card liability as of
February 3, 2018. Based on the Company's historical experience, the vast majority of gift card revenue is recognized within
twelve months of deferral.

Customer loyalty program - Loyalty program points are accrued at the estimated retail value per point, net of estimated
breakage. We estimate the breakage of loyalty points based on historical redemption rates experienced within the loyalty
program. Our customer loyalty program liability was $32.4 million and $29.9 million as of February 2, 2019 and February 3,
2018, respectively. During the fiscal year ended February 2, 2019, we recognized approximately $27.5 million of revenue that
was included in our customer loyalty program liability as of February 3, 2018. Based on the Company's customer loyalty
program policies, the vast majority of program points earned are redeemed or expire within twelve months.

67

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Net sales by category - The following table disaggregates the amount of net sales attributable to hardlines, apparel and footwear
for the periods presented (in thousands):

Hardlines (1)
Apparel

Footwear
Other (2)

Total net sales

$

2018
3,632,147

2,962,347

1,719,456

122,620

Fiscal Year
2017
3,886,993

$

$

2,920,345

1,694,590

88,544

2016
3,573,562

2,756,099

1,529,381

62,939

$

8,436,570

$

8,590,472

$

7,921,981

(1)

(2)

Includes items such as sporting goods equipment, fitness equipment, golf equipment and hunting and fishing gear.

Includes the Company's non-merchandise sales categories, including in-store services, shipping revenues and credit
card processing revenues.

18. Quarterly Financial Information (Unaudited)

Summarized quarterly financial information for fiscal 2018 and 2017 is as follows (in thousands, except earnings per share
data):

Fiscal 2018

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

$

1,909,719

$

2,177,488

$

1,857,273

$

2,492,090

560,369

87,332

60,085

659,281

162,527

119,397

523,554

52,866

37,827

694,579

142,009

102,555

$

$

0.59

0.59

$

$

1.21

1.20

$

$

0.39

0.39

$

$

1.09

1.07

101,384

102,153

98,716

99,591

96,677

97,890

94,193

95,490

Fiscal 2017

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter 

$

1,825,252

$

2,156,911

$

1,944,187

$

2,664,122

541,865

90,068
58,195 (2)

637,222

159,190
112,385 (3)

534,120

50,001
36,913 (4)

775,853

178,315
115,951 (5)

$

$

0.53
0.52

$

$

1.04
1.03

$

$

0.35
0.35

$

$

1.11
1.11

110,441

111,406

108,175

108,679

105,466

105,814

104,052

104,669

Net sales
Gross profit (1)
Income from operations (1)
Net income

Earnings per common share:

Basic (1)
Diluted (1)

Weighted average common shares

outstanding:

Basic

Diluted

Net sales

Gross profit

Income from operations
Net income (1)
Earnings per common share:

Basic (1)
Diluted

Weighted average common shares

outstanding:

Basic

Diluted

68

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(1) Quarterly results for fiscal year do not add to full year results due to rounding.

(2)

(3)

(4)

(5)

Included TSA conversion costs of $2.2 million.

Included receipt of a contract termination payment totaling $12.0 million and charges attributable to a corporate
restructuring of $4.4 million.

Included receipt of a multi-year sales tax refund totaling $5.0 million.

Included transition costs to enhance the Company's Scorecard loyalty program of $7.2 million and costs for a litigation
contingency of $4.2 million. The fourth quarter of fiscal 2017 represents a 14 week period, as fiscal 2017 included 53
weeks.

19. Subsequent Event

On February 22, 2019, the Company's Board of Directors declared a quarterly cash dividend in the amount of $0.275 per share
on the Company's common stock and Class B common stock payable on March 29, 2019 to stockholders of record as of the
close of business on March 15, 2019.

ITEM 16. FORM 10-K SUMMARY

Not applicable.

69

Index to Exhibits

Exhibit Number
3.1

Description
Amended and Restated Certificate of Incorporation

Method of Filing

Incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-8,
File No. 333-100656, filed on October 21, 2002

3.2

3.3

4.1

10.1

10.2

10.3

10.4*

10.5*

10.5a*

10.5b*

10.5c*

10.6*

10.6a*

10.6b*

Amendment to the Amended and Restated
Certificate of Incorporation, dated as of June 10,
2004

Incorporated by reference to Exhibit 3.1 to the
Registrant's Form 10-Q, File No. 001-31463, filed
on September 9, 2004

Amended and Restated Bylaws (adopted June 6,
2012)

Form of Stock Certificate

Amended and Restated Lease Agreement,
originally dated February 4, 1999, for distribution
center located in Smithton, Pennsylvania, effective
as of May 5, 2004, between Lippman &
Lippman, L.P., Martin and Donnabeth Lippman
and Registrant
Amended and Restated Lease Agreement
originally dated August 31, 1999, for distribution
center located in Plainfield, Indiana, effective as of
November 30, 2005, between CP Gal
Plainfield, LLC and Registrant

Lease Agreement originally dated June 25, 2007,
for distribution center located in East Point,
Georgia, between Duke Realty Limited Partnership
and Registrant, as amended, supplemented or
modified as of January 19, 2012

Form of Agreement entered into between
Registrant and various executive officers, which
sets forth form of severance

Incorporated by reference to Exhibit 3.1 to the
Registrant's Current Report on Form 8-K, File
No. 001-31463, filed on June 11, 2012

Incorporated by reference to Exhibit 4.1 to the
Registrant's Amendment No. 3 to Statement on
Form S-1, File No. 333-96587, filed on September
27, 2002

Incorporated by reference to Exhibit 10.5 to the
Registrant's Form 10-Q, File No. 001-31463, filed
on September 9, 2004

Incorporated by reference to Exhibit 10.22 to
Registrant's Form 10-K, File No. 001-31463, filed
on March 23, 2006

Incorporated by reference to Exhibit 10.31 to the
Registrant's Annual Report on Form 10-K, File
No. 001-31463, filed on March 16, 2012

Incorporated by reference to Exhibit 10.10 to the
Registrant's Amendment No. 1 to Statement on
Form S-1, File No. 333-96587, filed on August 27,
2002

Registrant's Amended and Restated Officers'
Supplemental Savings Plan, dated December 12,
2007

Incorporated by reference to Exhibit 10.35 to the
Registrant's Form 10-K, File No. 001-31463, filed
on March 27, 2008

First Amendment to Registrant's Amended and
Restated Officers' Supplemental Savings Plan,
dated March 27, 2008

Incorporated by reference to Exhibit 10.36 to the
Registrant's Form 10-K, File No. 001-31463, filed
on March 27, 2008

Second Amendment to Registrant's Amended and
Restated Officers' Supplemental Savings Plan,
dated as of December 4, 2008

Incorporated by reference to Exhibit 10.46 to the
Registrant's Form 10-K, File No. 001-31463, filed
on March 20, 2009

Third Amendment to Registrant's Amended and
Restated Officers' Supplemental Savings Plan,
dated as of November 21, 2011

Incorporated by reference to Exhibit 10.1 to the
Registrant's Form 10-Q, File No. 001-31463, filed
on August 30, 2018

Registrant's Amended and Restated 2002 Stock
and Incentive Plan

Amendment to Registrant's Amended and Restated
2002 Stock and Incentive Plan

Form of Option Award entered into between
Registrant and various executive officers, directors
and employees under Registrant's Amended and
Restated 2002 Stock and Incentive Plan

Incorporated by reference to Annex A to the
Registrant's Schedule 14A, File No. 001-31463,
filed on April 21, 2010

Incorporated by reference to Exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q, File
No. 001-31463, filed on May 25, 2017
Incorporated by reference to Exhibit 10.9 to the
Registrant's Form 10-K, File No. 001-31463, filed
on April 8, 2004

Each management contract and compensatory plan has been marked with an asterisk (*).

70

Exhibit Number
10.6c*

Description

Method of Filing

Form of Restricted Stock Award Agreement
granted under Registrant's Amended and Restated
2002 Stock and Incentive Plan

Incorporated by reference to Exhibit 10.1 to the
Registrant's Current Report on Form 8-K, File
No. 001-31463, filed on November 15, 2011

10.7*

10.7a*

10.7b*

10.7c*

10.7d*

10.7e*

10.8

10.8a

10.8b

10.8c

Registrant's 2012 Stock and Incentive Plan (as
Amended and Restated)

Form of Restricted Stock Award Agreement
granted under Registrant's 2012 Stock and
Incentive Plan for awards granted before March
14, 2017
Amended and Restated Form of Restricted Stock
Award Agreement granted under Registrant's 2012
Stock and Incentive Plan for awards granted on or
after March 14, 2017
Form of Stock Option Award Agreement granted
under Registrant's 2012 Stock and Incentive Plan
for awards granted before March 14, 2017

Amended and Restated Form of Stock Option
Award Agreement granted under Registrant's 2012
Stock and Incentive Plan for awards granted on or
after March 14, 2017

Incorporated by reference to Exhibit 99.1 to the
Registrant's Current Report on Form 8-K, File
No. 001-31463, filed on June 8, 2017

Incorporated by reference to Exhibit 10.2 to the
Registrant's Current Report on Form 8-K, File
No. 001-31463, filed on June 11, 2012

Incorporated by reference to Exhibit 10.4 to the
Registrant's Quarterly Report on Form 10-Q, File
No. 001-31463, filed on May 25, 2017

Incorporated by reference to Exhibit 10.3 to the
Registrant's Current Report on Form 8-K, File
No. 001-31463, filed on June 11, 2012

Incorporated by reference to Exhibit 10.3 to the
Registrant's Quarterly Report on Form 10-Q, File
No. 001-31463, filed on May 25, 2017

Form of 2017 Long-Term Performance Based
Restricted Stock Award Agreement granted under
the Registrant's 2012 Stock and Incentive Plan

Incorporated by reference to Exhibit 99.1 to the
Registrant's Current Report on Form 8-K, File
No. 001-31463, filed on March 20, 2017

Amended and Restated Credit Agreement, dated as
of August 12, 2015, among Dick's Sporting Goods,
Inc., the guarantors named therein, Wells Fargo
Bank, National Association, as administrative
agent, collateral agent, letter of credit issuer and
swing line lender, the lenders party thereto, PNC
Bank, National Association, as syndication agent,
Bank of America, N.A., JPMorgan Chase Bank,
N.A. and U.S. Bank, National Association, as co-
documentation agents, and Wells Fargo Capital
Finance, LLC and PNC Capital Markets, LLC, as
joint lead arrangers and joint book managers

Joinder, Waiver, Consent and First Amendment to
the Credit Agreement, dated July 22, 2016 by and
among Dick's Merchandising & Supply Chain,
Inc., as the new Borrower; Dick's Sporting Goods,
Inc., as Borrower; the Guarantors party thereto;
Wells Fargo Bank, National Association, as
Administrative Agent, Collateral Agent, Letter of
Credit Issuer and Swing Line Lender; and other
Lenders party thereto

Second Amendment to the Amended and Restated
Credit Agreement, dated as of August 9, 2017,
among Dick’s Sporting Goods, Inc. and Dick’s
Merchandising & Supply Chain, Inc., as
borrowers, the guarantors party thereto, Wells
Fargo Bank, National Association, as
administrative agent, collateral agent, letter of
credit issuer and swing line lender, and the lenders
party thereto

Joinder Agreement, dated August 23, 2017 by and
among DSG Finance, LLC, as the new Guarantor;
the other Loan Parties thereto; Wells Fargo Bank,
National Association, as Administrative Agent and
Collateral Agent; and the Lenders party thereto

Incorporated by reference to Exhibit 10.1 to the
Registrant's Current Report on Form 8-K, File No.
001-31463, filed on August 18, 2015

Incorporated by reference to Exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q, File
No. 001-31463, filed on August 24, 2017

Incorporated by reference to Exhibit 10.1 to the
Registrant's Current Report on Form 8-K, File No.
001-31463, filed on August 15, 2017

Incorporated by reference to Exhibit 10.3 to the
Registrant's Quarterly Report on Form 10-Q, File
No. 001-31463, filed on August 24, 2017

Each management contract and compensatory plan has been marked with an asterisk (*).

71

Exhibit Number
10.8d

10.9

21

23.1

31.1

31.2

32.1

32.2

Description

Method of Filing

Third Amendment to the Amended and Restated
Credit Agreement, dated as of August 3, 2018,
among Dick’s Sporting Goods, Inc. and Dick’s
Merchandising & Supply Chain, Inc., as
borrowers, the guarantors party thereto, Wells
Fargo Bank, National Association, as letter of
credit issuer and swing line lender, and the lenders
party thereto
Form of Indemnification Agreement between the
Company and each Director

Subsidiaries

Consent of Deloitte & Touche LLP

Certification of Edward W. Stack, Chairman and
Chief Executive Officer, dated as of March 29,
2019 and made pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended

Certification of Lee J. Belitsky, Executive Vice
President – Chief Financial Officer, dated as of
March 29, 2019 and made pursuant to Rule 13a-14
(a) of the Securities Exchange Act of 1934, as
amended
Certification of Edward W. Stack, Chairman and
Chief Executive Officer, dated as of March 29,
2019 and made pursuant to Section 1350, Chapter
63 of Title 18, United States Code, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002

Certification of Lee J. Belitsky, Executive Vice
President – Chief Financial Officer, dated as of
March 29, 2019 and made pursuant to Section
1350, Chapter 63 of Title 18, United States Code,
as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

Incorporated by reference to Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q, File
No. 001-31463, filed on August 30, 2018

Incorporated by reference to Exhibit 10.1 to the
Registrant's Current Report on Form 8-K, File No.
001-31463, filed on March 21, 2016
Filed herewith

Filed herewith

Filed herewith

Filed herewith

Furnished herewith

Furnished herewith

101.INS

101.SCH

101.CAL

101.DEF

101.LAB

101.PRE

XBRL Instance Document

Filed herewith

XBRL Taxonomy Extension Schema Document

Filed herewith

XBRL Taxonomy Calculation Linkbase Document

Filed herewith

XBRL Taxonomy Definition Linkbase Document

Filed herewith

XBRL Taxonomy Label Linkbase Document

XBRL Taxonomy Presentation Linkbase
Document

Filed herewith

Filed herewith

Each management contract and compensatory plan has been marked with an asterisk (*).

Attached as Exhibits 101 to this report are the following financial statements from the Company's Annual Report on Form 10-K
for the year ended February 2, 2019 formatted in XBRL ("eXtensible Business Reporting Language"): (i) the Consolidated
Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets,
(iv) the Consolidated Statements of Changes in Stockholders' Equity, (v) the Consolidated Statements of Cash Flows and
(vi) related notes to these Consolidated Financial Statements.

72

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

DICK'S SPORTING GOODS, INC.
(Registrant)

By:  /s/  LEE J. BELITSKY

Lee J. Belitsky
Executive Vice President – Chief Financial Officer

Date: March 29, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the date indicated.

SIGNATURE
/s/ EDWARD W. STACK                               
     Edward W. Stack

CAPACITY
Chairman, Chief Executive Officer and Director

DATE
March 29, 2019

/s/ LEE J. BELITSKY                                    
     Lee J. Belitsky

Executive Vice President – Chief Financial Officer
(principal financial and accounting officer)

/s/ MARK J. BARRENECHEA                     
     Mark J. Barrenechea

Director

/s/ VINCENT C. BYRD                                 
     Vincent C. Byrd

Director

/s/ EMANUEL CHIRICO                              
     Emanuel Chirico

Director

/s/ WILLIAM J. COLOMBO                         
     William J. Colombo

Vice Chairman and Director

/s/ JACQUALYN A. FOUSE                         
     Jacqualyn A. Fouse

Director

/s/ LAUREN R. HOBART                                                      
     Lauren R. Hobart

Director

/s/ LAWRENCE J. SCHORR                         
     Lawrence J. Schorr

Director

/s/ LARRY D. STONE                                   
     Larry D. Stone

Director

/s/ ALLEN WEISS                                         
     Allen Weiss

Director

March 29, 2019

March 29, 2019

March 29, 2019

March 29, 2019

March 29, 2019

March 29, 2019

March 29, 2019

March 29, 2019

March 29, 2019

March 29, 2019

73

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and Board of Directors of Dick’s Sporting Goods, Inc.

Opinion on the Financial Statement Schedule

We have audited the consolidated financial statements of Dick's Sporting Goods, Inc. and subsidiaries (the "Company") as of
February 2, 2019 and February 3, 2018, and for each of the three years in the period ended February 2, 2019, and the
Company's internal control over financial reporting as of February 2, 2019, and have issued our reports thereon dated
March 29, 2019; such consolidated financial statements and reports are included in this Annual Report on Form 10-K. Our
audits also included the financial statement schedule of the Company listed in the Index at Item 15. This financial statement
schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s
financial statement schedule based on our audits. In our opinion, such financial statement schedule, when considered in relation
to the financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ Deloitte & Touche LLP

Pittsburgh, Pennsylvania
March 29, 2019

74

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(Dollars in thousands)

Fiscal 2016
Inventory reserve

Allowance for doubtful accounts

Reserve for sales returns

Allowance for deferred tax assets

Fiscal 2017
Inventory reserve

Allowance for doubtful accounts

Reserve for sales returns

Allowance for deferred tax assets

Fiscal 2018
Inventory reserve

Allowance for doubtful accounts

Reserve for sales returns

Allowance for deferred tax assets

Balance at
Beginning of
Period

Charged to
Costs and
Expenses

Deductions

Balance at
End of Period

$

36,622

$

2,727

7,754

5,304

$

87,802

$

3,152

8,200

4,717

49,801

3,488

10,411

—

$

$

57,692

4,834

449,666

—

20,722

5,092

489,607

—

8,281

4,721

476,692

—

$

$

$

(6,512)
(4,409)
(449,220)
(587)

(58,723)
(4,756)
(487,396)
(4,717)

(14,042)
(5,246)
(476,528)
—

$

87,802

3,152

8,200

4,717

49,801

3,488

10,411

—

44,040

2,963

10,575

—

$

$

75

Exhibit 21

Dick’s Sporting Goods Inc. Subsidiary Listing

Affinity Sports, LLC, a Delaware limited liability company

American Sports Licensing, LLC, a Delaware limited liability company

Blue Sombrero, LLC, a Georgia limited liability company

Chick’s Sporting Goods, LLC, a California limited liability company

Criterion Golf Technology, Inc., an Ontario corporation

DCSG Ventures, LLC, a Delaware limited liability company

Dick’s International Sourcing Group, a People’s Republic of China Trust

Dick’s International Sourcing Holdings Limited, a Hong Kong limited corporation

Dick’s Merchandising & Supply Chain, Inc., an Ohio corporation 

Dick’s Sporting Goods International, Limited, a Hong Kong limited corporation

DIH I Limited, a Hong Kong limited corporation

DIH II Limited, a Hong Kong limited corporation

DSG Finance, LLC, a Delaware limited liability company 

DSG of Virginia, LLC, a Virginia limited liability company

Galyan’s Trading Company, LLC, an Indiana limited liability company

GameChanger Media, Inc., a Delaware corporation

Golf Galaxy, LLC, a Minnesota limited liability company

Golf Galaxy GolfWorks, Inc., an Ohio corporation

76

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 23.1

We consent to the incorporation by reference in Registration Statement Nos. 333-182120, 333-102385, 333-100656 and
333-140713 on Form S-8 of our reports dated March 29, 2019, relating to the financial statements and financial statement
schedule of Dick's Sporting Goods, Inc. and subsidiaries and the effectiveness of Dick's Sporting Goods, Inc. and subsidiaries'
internal control over financial reporting, appearing in this Annual Report on Form 10-K of Dick's Sporting Goods, Inc. and
subsidiaries for the year ended February 2, 2019.

/s/ Deloitte & Touche LLP

Pittsburgh, Pennsylvania
March 29, 2019

77

Exhibit 31.1

CERTIFICATIONS

I, Edward W. Stack, certify that:

1.

I have reviewed this Annual Report on Form 10-K of Dick's Sporting Goods, Inc. (the "registrant");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact

necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be

designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our

conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;
and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons
performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial

reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the

registrant's internal control over financial reporting.

/s/ EDWARD W. STACK
Edward W. Stack
Chairman and Chief Executive Officer

Date: March 29, 2019

78

Exhibit 31.2

CERTIFICATIONS

I, Lee J. Belitsky, certify that:

1.

I have reviewed this Annual Report on Form 10-K of Dick's Sporting Goods, Inc. (the "registrant");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact

necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be

designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our

conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;
and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons
performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial

reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the

registrant's internal control over financial reporting.

/s/ LEE J. BELITSKY
Lee J. Belitsky
Executive Vice President – Chief Financial Officer

Date: March 29, 2019

79

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.1

In connection with the Annual Report on Form 10-K of Dick's Sporting Goods, Inc. (the "Company") for the period ended
February 2, 2019, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Edward W. Stack,
Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as

amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of

operations of the Company.

/s/ EDWARD W. STACK
Edward W. Stack
Chairman and Chief Executive Officer

Date: March 29, 2019

80

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.2

In connection with the Annual Report on Form 10-K of Dick's Sporting Goods, Inc. (the "Company") for the period ended
February 2, 2019, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Lee J. Belitsky,
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as

amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of

operations of the Company.

/s/ LEE J. BELITSKY
Lee J. Belitsky
Executive Vice President – Chief Financial Officer

Date: March 29, 2019

81

CORPORATE AND STOCKHOLDER INFORMATION

Corporate Office

345 Court Street
Coraopolis, PA 15108
724-273-3400

DICK'S Sporting Goods Website

www.DICKS.com

Transfer Agent and Registrar

American Stock Transfer & Trust Company
59 Maiden Lane
New York, NY 10038

Independent Registered Public Accounting Firm

Deloitte & Touche LLP
One PPG Place
Suite 2600
Pittsburgh, PA 15222

Common Stock

The shares of DICK'S Sporting Goods, Inc. common stock are
listed and traded on the New York Stock Exchange (NYSE),
under the symbol "DKS". The shares of the Company's Class
B common stock are neither listed nor traded on any stock
exchange or other market.

The number of holders of record of the Company's common
stock and Class B common stock as of April 15, 2019 was 259
and 22, respectively.

Quarterly Stock Price Range

Set forth below, for the applicable periods indicated, are the
high and low closing sales prices per share of the Company's
common stock as reported by the NYSE.

2018 Fiscal Quarter Ended

May 5, 2018

August 4, 2018

November 3, 2018

February 2, 2019

2017 Fiscal Quarter Ended

April 29, 2017

July 29, 2017

October 28, 2017

February 3, 2018

High

35.57 $

38.35 $

39.43 $

38.71 $

High

53.17 $

51.68 $

37.97 $

34.94 $

Low

29.87

30.00

32.85

29.77

Low

46.34

35.12

24.67

24.39

$

$

$

$

$

$

$

$

Annual Meeting

June 12, 2019 at 7:30 a.m.
Hyatt Regency
1111 Airport Boulevard
Pittsburgh, PA 15231

Form 10-K

A Form 10-K is available without charge online at
investors.DICKS.com, by emailing a request to
investors@dcsg.com, or through www.sec.gov.

It is also available upon request to:
Investor Relations
345 Court Street
Coraopolis, PA 15108
724-273-3400

Forward-Looking Statements

This document contains forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements can
be identified as those that relate to results or outcomes in
future periods and include statements regarding, among other
things, enhancing our store experience, including expanding
"strike point" presentations across the chain; improving our
eCommerce fulfillment capabilities, including opening two new
fulfillment centers during the third quarter of 2019 that we
expect will enable us to deliver the majority of online orders
within two business days by the end of 2019; implementing
technology solutions that improve the athlete experience, such
as the expansion of HitTrax™ technology and batting cages,
and our teammates’ productivity; investing in the growth and
marketing of our private brand business to reach our $2 billion
sales goal, including expanding CALIA'S footprint in
approximately 80 stores and launching a new athletic apparel
brand in time for back-to-school season; continuing to improve
the functionality and performance of our own eCommerce
platform; shifting our advertising focus to digital marketing;
reducing our store growth rate and leveraging our real estate
portfolio to capitalize on future opportunities; removing hunt
merchandise from approximately 125 additional DICK'S
Sporting Goods stores; the potential impact of a promotional
retail environment, broadened distribution channels of key
vendors, and weak customer demand for firearms and other
hunting merchandise across the industry; anticipated store
openings and relocations; capital expenditures; and dividends
and share repurchases. 

Forward-looking statements are subject to risks and
uncertainties and should not be relied on by investors because
actual results may materially differ from those indicated in
forward-looking statements. The factors that could cause
actual results to materially differ from those indicated in
forward-looking statements are described under Risk Factors
in our Annual Report. The forward-looking statements
contained herein speak only as of the date made, and we
undertake no obligation to update any such statements.

BOARD OF DIRECTORS

EXECUTIVE OFFICERS

Edward W. Stack
Director since 1984
Chairman and Chief Executive Officer 
DICK'S Sporting Goods, Inc.

William J. Colombo
Director since 2002
Vice Chairman
DICK'S Sporting Goods, Inc.

Mark J. Barrenechea
Director since 2014
Chief Executive Officer and Chief Technology Officer
OpenText Corp.

Vincent C. Byrd
Director since 2013
Retired Vice Chairman, President, and Chief Operating Officer
J. M. Smucker Company

Edward W. Stack
Chairman and Chief Executive Officer

Lauren R. Hobart
President

Lee J. Belitsky
Executive Vice President - Chief Financial Officer

Paul J. Gaffney
Executive Vice President - Chief Technology Officer

Navdeep Gupta
Senior Vice President - Finance and Chief Accounting Officer

John E. Hayes III
Senior Vice President - General Counsel and Secretary

Holly R. Tyson
Senior Vice President - Chief Human Resources Officer

Emanuel Chirico
Director since 2003
Chairman and Chief Executive Officer
PVH Corp.

Jacqualyn A. Fouse
Director since 2010
Chief Executive Officer 
Agios Pharmaceuticals, Inc.

Lauren R. Hobart
Director since 2018
President
DICK'S Sporting Goods, Inc.

Lawrence J. Schorr
Director since 1985
Lead Director
Chief Executive Officer
SIMONA AMERICA GROUP, SIMONA AG

Larry D. Stone
Director since 2007
Retired President and Chief Operating Officer
Lowe's Companies, Inc.

Allen R. Weiss
Director since 2011
Retired President of Worldwide Operations
Walt Disney Parks and Resorts

DICK'S Sporting Goods, Inc.
345 Court Street
Coraopolis, PA 15108