DICK’S Sporting Goods

FRONT COVER OPTION 3

2021 Annual ReportDear Fellow Shareholders:

It’s a pleasure to be writing to you after a challenging yet very successful year. I am very proud of all that our team has 
accomplished over the past 12 months. Together, we set ambitious growth plans across every part of our business, and I am very 
pleased to report that during 2021, we exceeded those expectations, accelerated our momentum and achieved a new record for 
sales and earnings. Specifically, we:

 ■ Delivered net sales of $12.3 billion, representing an increase of $3.5 billion compared with pre-pandemic levels.

 ■ Grew consolidated same-store sales by 26.5%, following increases of 9.9% in 2020, and 3.7% in 2019.

 ■ Generated non-GAAP earnings per diluted share of $15.70, representing a 157% increase compared with 2020, and a 325% 

increase compared with 2019.

The credit for these results belongs to our 50,000-plus teammates. Our team has demonstrated incredible dedication to our 
athletes, to each other, and to our communities, while maintaining an unwavering commitment to our corporate objectives. It’s no 
exaggeration to say that our teammates in our stores, distribution centers and our headquarters have made us who we are today, 
and I am deeply grateful to each and every one of them.

I am also pleased to note that DICK’S was named to the Fortune Best Workplaces in Retail list for 2021, underscoring our focus on 
providing a rewarding and supportive work environment for our teammates.

Driving Transformation 
DICK’S is committed to meeting the dynamic needs of our customers – whom we call athletes – and as a result, we fully embrace 
change. In 2017, we embarked on a multi-year transformational journey with the goal of fueling strong, sustainable growth in 
sales and profitability. Today, virtually nothing about our business is the same as it was five years ago. Driven by an “athlete-first” 
philosophy, we have built significant competitive advantages across our merchandise assortment, brand relationships, service 
model and in-store experiences. We have also consistently invested in our technology capabilities, including data science and 
personalization – which has steadily advanced our omnichannel growth strategy in the process.

Achieving Milestones
Although we executed our transformation over the course of the last five years, 2021 will stand out as a landmark period in our 
history. During the past year, we delivered a range of milestone accomplishments, including:

 ■ Driving strong growth in our core DICK’S business and launching DICK’S House of Sport, an experiential destination that is 

redefining the sports retail sector.

 ■ Acquiring eight million new athletes into the DICK’S ecosystem.

 ■ Announcing a groundbreaking partnership with Nike to create an unmatched experience for our connected athletes.

 ■ Growing our vertical brand sales to more than $1.7 billion, with these brands representing our largest vendor in the areas of 

golf, team sports, fitness and outdoor equipment.

 ■ Re-engineering Golf Galaxy and launching Golf Galaxy Performance Center, an immersive experience for golf enthusiasts of 

all levels.

 ■ Unveiling Public Lands, a new omnichannel specialty concept, which caters to the specific needs of our outdoor athletes.

 ■ Raising $1.5 billion through our first long-term investment-grade debt transaction, firmly positioning us to pursue our robust 

growth agenda.

We also continued to reward our shareholders. During the year, we returned $1.8 billion to shareholders through share 
repurchases and dividends. We increased our quarterly dividend by 16% in early 2021 and by another 21% in the third quarter, 
along with paying a special dividend of $5.50 per share. In early 2022, we again raised our quarterly dividend by an additional 11%.

Dear Fellow Shareholders:

It’s a pleasure to be writing to you after a challenging yet very successful year. I am very proud of all that our team has 
accomplished over the past 12 months. Together, we set ambitious growth plans across every part of our business, and I am very 
pleased to report that during 2021, we exceeded those expectations, accelerated our momentum and achieved a new record for 
sales and earnings. Specifically, we:

 ■ Delivered net sales of $12.3 billion, representing an increase of $3.5 billion compared with pre-pandemic levels.

 ■ Grew consolidated same-store sales by 26.5%, following increases of 9.9% in 2020, and 3.7% in 2019.

 ■ Generated non-GAAP earnings per diluted share of $15.70, representing a 157% increase compared with 2020, and a 325% 

increase compared with 2019.

The credit for these results belongs to our 50,000-plus teammates. Our team has demonstrated incredible dedication to our 
athletes, to each other, and to our communities, while maintaining an unwavering commitment to our corporate objectives. It’s no 
exaggeration to say that our teammates in our stores, distribution centers and our headquarters have made us who we are today, 
and I am deeply grateful to each and every one of them.

I am also pleased to note that DICK’S was named to the Fortune Best Workplaces in Retail list for 2021, underscoring our focus on 
providing a rewarding and supportive work environment for our teammates.

Driving Transformation 
DICK’S is committed to meeting the dynamic needs of our customers – whom we call athletes – and as a result, we fully embrace 
change. In 2017, we embarked on a multi-year transformational journey with the goal of fueling strong, sustainable growth in 
sales and profitability. Today, virtually nothing about our business is the same as it was five years ago. Driven by an “athlete-first” 
philosophy, we have built significant competitive advantages across our merchandise assortment, brand relationships, service 
model and in-store experiences. We have also consistently invested in our technology capabilities, including data science and 
personalization – which has steadily advanced our omnichannel growth strategy in the process.

Achieving Milestones
Although we executed our transformation over the course of the last five years, 2021 will stand out as a landmark period in our 
history. During the past year, we delivered a range of milestone accomplishments, including:

 ■ Driving strong growth in our core DICK’S business and launching DICK’S House of Sport, an experiential destination that is 

redefining the sports retail sector.

 ■ Acquiring eight million new athletes into the DICK’S ecosystem.

 ■ Announcing a groundbreaking partnership with Nike to create an unmatched experience for our connected athletes.

 ■ Growing our vertical brand sales to more than $1.7 billion, with these brands representing our largest vendor in the areas of 

golf, team sports, fitness and outdoor equipment.

 ■ Re-engineering Golf Galaxy and launching Golf Galaxy Performance Center, an immersive experience for golf enthusiasts of 

all levels.

 ■ Unveiling Public Lands, a new omnichannel specialty concept, which caters to the specific needs of our outdoor athletes.

 ■ Raising $1.5 billion through our first long-term investment-grade debt transaction, firmly positioning us to pursue our robust 

growth agenda.

We also continued to reward our shareholders. During the year, we returned $1.8 billion to shareholders through share 
repurchases and dividends. We increased our quarterly dividend by 16% in early 2021 and by another 21% in the third quarter, 
along with paying a special dividend of $5.50 per share. In early 2022, we again raised our quarterly dividend by an additional 11%.

Living Our Values 
Everything we do at DICK’S is guided by our core values. This mindset inspires us to champion specific issues that are important to 
our business and to demonstrate support for our athletes, our communities, our teammates and our investors. One example is our 
deep commitment to caring for the environment. We are actively working to advance a range of environmental objectives, including 
minimizing our carbon footprint. To that end, in 2021, we announced a goal to reduce greenhouse gas emissions related to our 
operations by 30% by 2030.

We are also committed to building an inclusive and diverse corporate culture that supports, respects, and honors each individual, 
and enables every teammate to succeed. With this in mind, we announced in 2021 that we are dedicated to increasing BIPOC 
representation in leadership roles by 30% and expanding overall representation of women in store leadership roles by 40% 
by 2025.

Another key priority for us is helping to enable youth access to sports, particularly in communities with limited resources. We firmly 
believe that sports make people better and that they should play a vital role in society – particularly among kids and teens. In 2021, 
DICK’S and its Foundation invested over $35 million to support youth athletes, including $6 million through our Sports Matter 
Community Grant program. Every store in our organization supported grantmaking at the local level this year.

Building Momentum 
As the largest sporting goods retailer in the U.S., DICK’S is well-positioned to drive sustainable growth and capture additional 
market share. In the coming year, we will focus on executing a range of strategies to strengthen our core business and generate 
long-term profitable growth. These include leveraging and further developing our omnichannel strategy through our store network 
and our eCommerce business and investing in our brand relationships and our new retail concepts.

Our stores remain the hub of our omnichannel experience, serving our in-store athletes and providing more than 800 forward points 
of distribution for digital fulfillment. We will continue to improve our store service model and enable our athletes to test key products 
by offering experiential elements such as our premium, full-service footwear decks, HitTrax™ technology and batting cages, soccer 
shops and golf simulators. We will also continue to invest in technology to enhance our store fulfillment, in-store pickup capabilities 
and to drive eCommerce profitability.

We will continue to improve our digital experience by adding more personalization and making it even easier for athletes to find the 
best product for them. Backed by our investments in service and data science, as well as our ScoreCard loyalty program, we will 
serve our athletes whenever, wherever and however they want.

DICK’S is rooted in sport, and we have built strong relationships with the biggest brands in our industry. These strategic partners 
place extraordinary value on our ability to showcase their entire brand portfolios across our national store footprint and online. We 
will continue expanding our relationships as we work with our partners to drive growth in important categories, including athletic 
apparel, footwear, team sports and golf. At the same time, we will use our vertical brands to capture white space opportunities 
across categories and drive further growth.

We will also continue to develop our new concepts and experiences, which have grown to include: DICK’S House of Sport; Golf 
Galaxy Performance Center; Going, Going, Gone!; and Public Lands. We are very pleased by the early results of these concepts, 
and we plan to refine and expand them while applying the new insights they generate to our core business.

Moving Ahead 
DICK’S enters 2022 with confidence and a strong foundation. As the clear leader in a highly fragmented, $120 billion market that 
has strong secular growth trends, we are playing offense. Our strategies are working, and we are confident in our opportunity to 
grow our business and increase our market share. As we grow, we will support our teammates and communities in need.

Thank you, on behalf of our Board of Directors, our management team and our teammates, for your continued belief in our 
company and our shared vision for DICK’S role in the future of sport. We appreciate your support.

Lauren R. Hobart 
President 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 January 29, 2022
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____

Commission File No. 001-31463

DICK'S SPORTING GOODS, INC.

(Exact name of registrant as specified in its charter)

Delaware

16-1241537

 (State or other jurisdiction of incorporation or organization)

 (I.R.S. Employer Identification No.)

345 Court Street, Coraopolis, PA 15108 
(Address of principal executive offices)

(724) 273-3400 
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of Each Exchange on which Registered

Common Stock, $0.01 par value

DKS

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 ☑    No ☐
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 ☐  No ☑

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 ☑    No ☐

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 ☑    No ☐ 

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 ☑  Accelerated filer ☐  Non-accelerated filer ☐  Smaller reporting company ☐  Emerging growth company 

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.  ☐ 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness 
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered 
public accounting firm that prepared or issued its audit report.  ☑

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

The aggregate market value of the voting common equity held by non-affiliates of the registrant was $6,250,546,742 as of July 30, 
2021 based upon the closing price of the registrant's common stock on the New York Stock Exchange reported for July 30, 2021.

As of March 18, 2022, DICK’S Sporting Goods, Inc. had 56,229,098 shares of common stock, par value $0.01 per share, and 
23,620,633 shares of Class B common stock, par value $0.01 per share, outstanding.

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 15, 2022 (the “2022 Proxy 
Statement”).

 
                     
 
 
TABLE OF CONTENTS

PAGE

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. [Reserved]

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

Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

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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75

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, potential reductions in consumer 
discretionary spending due to macroeconomic conditions and other factors; potential limitations on our growth and profitability 
due to intense competition in the sporting goods industry; the impact to consumer demand and our supply chain due to the 
coronavirus (“COVID-19”) pandemic, including store closures, changes to consumer demand and store traffic; fluctuations in 
product costs and availability due to inflationary pressures, fuel price uncertainty and supply chain constraints; risks and costs 
associated with our products being manufactured abroad; our plans to improve our digital experience by expanding 
personalization and other features and enhancements to assist our athletes in finding the right product and to make investments 
in in-store technology to further improve fulfillment efficiency; plans to invest in our vertical brands with improved space in-
store, increased marketing, and expansion into additional product categories; our belief that apparel, fitness, footwear, golf, and 
team sports offer market share opportunities; plans to leverage our real estate portfolio to capitalize on future opportunities in 
the near and intermediate term as our existing leases come up for renewal; our intention to repay the principal outstanding 
amounts of the Convertible Senior Notes using excess cash, free cash flow and borrowings on our Credit Facility; projections of 
our future profitability; projected capital expenditures; anticipated store openings and relocations; plans to return capital to 
stockholders through dividends and in share repurchases; and our future results of operations and 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. As of January 29, 2022, we operated 730 DICK’S Sporting Goods 
locations across the United States, serving and inspiring our customers, whom we refer to as athletes, to achieve their personal 
best through interactions with our dedicated employees, whom we refer to as our teammates, in-store experiences and unique 
specialty shop-in-shops. In addition to DICK’S Sporting Goods stores, we own and operate Golf Galaxy, Field & Stream, 
Public Lands and Going Going Gone! stores, and sell our product both online and through our mobile apps. We also own and 
operate DICK’S House of Sport and Golf Galaxy Performance Center, as well as GameChanger, a youth sports mobile app for 
video streaming, scorekeeping, scheduling and communications. 

We were founded and incorporated in 1948 in New York under the name Dick’s Clothing and Sporting Goods, Inc. when 
Richard “Dick” Stack, the father of Edward W. Stack, our Executive Chairman, 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. In November 1997, we reincorporated as a Delaware corporation, and in 
April 1999 we changed our name to DICK’S Sporting Goods, Inc. 

3

 
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

Securities

Item 6. [Reserved]

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

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

Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

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 III

Part IV

Item 15. Exhibits and Financial Statement Schedules

Item 16. Form 10-K Summary

SIGNATURES

TABLE OF CONTENTS

PAGE
3

3

10

23

23

25

25

26

26

27

28

38

38

38

39

41

41

41

41

41

42

42

42

43

43

71

75

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, potential reductions in consumer 
discretionary spending due to macroeconomic conditions and other factors; potential limitations on our growth and profitability 
due to intense competition in the sporting goods industry; the impact to consumer demand and our supply chain due to the 
coronavirus (“COVID-19”) pandemic, including store closures, changes to consumer demand and store traffic; fluctuations in 
product costs and availability due to inflationary pressures, fuel price uncertainty and supply chain constraints; risks and costs 
associated with our products being manufactured abroad; our plans to improve our digital experience by expanding 
personalization and other features and enhancements to assist our athletes in finding the right product and to make investments 
in in-store technology to further improve fulfillment efficiency; plans to invest in our vertical brands with improved space in-
store, increased marketing, and expansion into additional product categories; our belief that apparel, fitness, footwear, golf, and 
team sports offer market share opportunities; plans to leverage our real estate portfolio to capitalize on future opportunities in 
the near and intermediate term as our existing leases come up for renewal; our intention to repay the principal outstanding 
amounts of the Convertible Senior Notes using excess cash, free cash flow and borrowings on our Credit Facility; projections of 
our future profitability; projected capital expenditures; anticipated store openings and relocations; plans to return capital to 
stockholders through dividends and in share repurchases; and our future results of operations and 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. As of January 29, 2022, we operated 730 DICK’S Sporting Goods 
locations across the United States, serving and inspiring our customers, whom we refer to as athletes, to achieve their personal 
best through interactions with our dedicated employees, whom we refer to as our teammates, in-store experiences and unique 
specialty shop-in-shops. In addition to DICK’S Sporting Goods stores, we own and operate Golf Galaxy, Field & Stream, 
Public Lands and Going Going Gone! stores, and sell our product both online and through our mobile apps. We also own and 
operate DICK’S House of Sport and Golf Galaxy Performance Center, as well as GameChanger, a youth sports mobile app for 
video streaming, scorekeeping, scheduling and communications. 

We were founded and incorporated in 1948 in New York under the name Dick’s Clothing and Sporting Goods, Inc. when 
Richard “Dick” Stack, the father of Edward W. Stack, our Executive Chairman, 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. In November 1997, we reincorporated as a Delaware corporation, and in 
April 1999 we changed our name to DICK’S Sporting Goods, Inc. 

3 3

 
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 

Our Company is built on the belief that sports make people better. With this belief as our foundation, our common purpose is to 
create confidence and excitement by personally equipping all athletes to achieve their dreams. Driven by this common purpose 
and our commitment to all athletes, our mission is to: 

•

•

Create an inclusive environment where passionate, skilled and diverse teammates thrive;

Create and build leading brands that serve and inspire athletes;

• Make a lasting impact on communities through sport; and,

•

Deliver shareholder value through growth and relentless improvement.

We believe that through our mission and the following key elements of our business strategy, we can continue to build one of 
the best omni-channel experiences in retail.

Reimagining the Athlete Experience 

We put our athletes at the center of everything we do, and we are committed to creating a unique and differentiated shopping 
experience for them. We seek to proactively manage our in-stock merchandise positions in our diverse category portfolio and 
elevate our merchandise presentation to provide a clear point of view for in-demand items, such as our premium full-service 
footwear departments, which are offered in over half of our DICK’S Sporting Goods stores as of the end of fiscal 2021. We 
offer a wide range of in-store support services and incorporate experiential elements and technology into our stores to better 
engage and serve our athletes, including our introduction of HitTrax® baseball simulators in nearly 200 stores and our recent 
investment in Trackman technology, which is used to enhance the fitting and lesson experience for our athletes in all of our 
Golf Galaxy stores. 

We develop and test new store prototypes and concepts to grow our business, while incorporating key learnings into the rest of 
our chain. We recently opened our first two DICK’S House of Sport stores, which are built around experience, service, 
community and product, as well as our first two redesigned Golf Galaxy Performance Centers, which are equipped with 
Trackman and Biomech golf technologies and include an elevated staffing and service model to ensure our teammates become 
trusted advisors to golf enthusiasts of all levels. In addition to innovating within our core business, we recently launched Public 
Lands, a new omni-channel specialty concept for our outdoor athletes.

We continue to improve our service and selling culture, and recently introduced new standards to better serve our athletes, 
which included robust training to increase our teammates’ product knowledge. We equip our teammates with current 
technology to improve their productivity and enhance the athlete experience, including providing real-time product information, 
detailed product descriptions, inventory availability and alternative product recommendations as well as other metrics and 
communications while on the sales floor. 

Our marketing program is focused on building loyalty to DICK’S Sporting Goods through brand-building campaigns and the 
expansion of our ScoreCard Rewards loyalty program. In fiscal 2019, we launched ScoreCard Gold, which provides our top-tier 
athletes with more ways to earn ScoreCard points and member-only benefits, including early access to sales and product 
launches. Our loyalty program has over 20 million active members that account for over 70% of total sales. Through this 
program, we have acquired over 140 million athletes in our database, including over 16 million new athletes in the past two 
years. 

We leverage the robust data in our database to enhance the athlete experience by engaging our athletes through digital 
marketing and providing them with personalized offers and communications. We also use data science to improve the speed at 
which we deliver products to our athletes through optimized order routing and to enhance our in-stock and merchandise 
availability positions.

Optimizing Our Assortment to Meet the Needs of All Athletes

We 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 athletes a wide range of good, better and best 
price points and enables us to address the needs of our athletes, from the beginner to the sports enthusiast, which distinguishes 
us from other large format sporting goods stores. We focus on those growth categories in which we believe an opportunity to 
gain market share exists. We support these growth categories, which have recently included the apparel, fitness, footwear, golf, 
and team sports categories, with greater quantities of enthusiast product and improved presentation and in-stock positions.   

We deliver a differentiated multi-brand experience to our athletes through our offering of national and vertical brands.

 National brands 

We carry a wide variety of well-known brands, including but not limited to adidas, Asics, Brooks, Callaway Golf, 
Carhartt, Columbia, Easton, Hoka, Nike, Patagonia, TaylorMade, The North Face, Titleist, Under Armour and Yeti. Our 
key partners invest in our business to showcase their brands through brand shops and access to wider, deeper and 
exclusive product offerings that provide authenticity and credibility to our athletes and that further differentiate us from 
our competitors, including our recently announced partnership with Nike to provide a connected marketplace in our 
DICK’S mobile app which gives our athletes access to exclusive product, experiences and content. 

Vertical brands

We also offer our athletes a wide variety of products that are not available from other retailers. Our vertical brands 
include brands that we own and are available exclusively in our stores and online such as Alpine Design, CALIA, DSG, 
ETHOS, Field & Stream, Fitness Gear, Lady Hagen, MAXFLI, Nishiki, Quest, Tommy Armour, Top-Flite and Walter 
Hagen, as well as brands that we license from third parties including adidas (baseball and football), Slazenger (golf) and 
Prince (tennis). In fiscal 2021, we launched VRST, our premium and versatile brand that serves the modern athletic 
male. These brands offer high-quality, on-trend products to our athletes with compelling technical and performance 
attributes while providing differentiation in our merchandise assortment at higher gross margins as compared to sales of 
similar products from national brands. Our vertical brands are our second largest brand category, representing $1.7 
billion, or approximately 14%, of consolidated net sales in fiscal 2021. We consider our vertical brand strategy to be a 
key area of opportunity to increase productivity in our stores and online, and we have invested in a research, 
development and procurement staff to support its growth. Looking forward, we intend to provide our vertical brands with 
improved space in-store, increased marketing and expansion into additional product categories, which will provide an 
opportunity for future growth. 

Our Improving Omni-channel Platform and Fulfillment Capabilities 

We believe that when our athletes 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. Like our athletes, we view retail as an omni-channel 
experience, that seamlessly integrates our stores and online channels. 

Our stores remain at the core of our omni-channel platform. 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 athletes by creating strong engagement 
through interactive in-store elements, offering the convenience of accepting in-store returns or exchanges and expediting 
fulfillment of eCommerce orders, the ability to place online orders in our stores if we are out of stock in the retail store, buy-
online, pick-up in store or curbside capabilities, and giving direct, live access to well-trained and knowledgeable teammates. In 
fiscal 2021, approximately 70% of online sales were fulfilled directly by our stores, which serve as localized points of 
distribution, and they enabled 90% of total sales through online fulfillment and in-person sales. 

We continually improve the functionality and performance of our eCommerce sites and mobile app, which has included 
building a faster and more convenient checkout process with new payment options, greater visibility and accuracy of delivery 
dates, improved page responsiveness, enhancing integration of our ScoreCard loyalty program, new content development 
through our Pro Tips platform and localized website experiences. Additionally, we continue to leverage our omni-channel 
platform, fulfillment centers and our delivery partnership with FedEx, which have enabled us to provide our athletes with faster 
delivery times. In fiscal 2022, we plan to further improve our digital experience by expanding personalization and other features 
and enhancements to assist our athletes in finding the right product, at the right time. We also plan to invest in in-store 
technology to further improve fulfillment efficiency. 

4
4

5

Our executive office is located at 345 Court Street, Coraopolis, Pennsylvania 15108 and our phone number is (724) 273-3400. 

Optimizing Our Assortment to Meet the Needs of All Athletes

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 

Our Company is built on the belief that sports make people better. With this belief as our foundation, our common purpose is to 
create confidence and excitement by personally equipping all athletes to achieve their dreams. Driven by this common purpose 

and our commitment to all athletes, our mission is to: 

Create an inclusive environment where passionate, skilled and diverse teammates thrive;

•

•

•

Create and build leading brands that serve and inspire athletes;

• Make a lasting impact on communities through sport; and,

Deliver shareholder value through growth and relentless improvement.

We 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 athletes a wide range of good, better and best 
price points and enables us to address the needs of our athletes, from the beginner to the sports enthusiast, which distinguishes 
us from other large format sporting goods stores. We focus on those growth categories in which we believe an opportunity to 
gain market share exists. We support these growth categories, which have recently included the apparel, fitness, footwear, golf, 
and team sports categories, with greater quantities of enthusiast product and improved presentation and in-stock positions.   

We deliver a differentiated multi-brand experience to our athletes through our offering of national and vertical brands.

 National brands 

We carry a wide variety of well-known brands, including but not limited to adidas, Asics, Brooks, Callaway Golf, 
Carhartt, Columbia, Easton, Hoka, Nike, Patagonia, TaylorMade, The North Face, Titleist, Under Armour and Yeti. Our 
key partners invest in our business to showcase their brands through brand shops and access to wider, deeper and 
exclusive product offerings that provide authenticity and credibility to our athletes and that further differentiate us from 
our competitors, including our recently announced partnership with Nike to provide a connected marketplace in our 
DICK’S mobile app which gives our athletes access to exclusive product, experiences and content. 

We believe that through our mission and the following key elements of our business strategy, we can continue to build one of 

Vertical brands

the best omni-channel experiences in retail.

Reimagining the Athlete Experience 

We put our athletes at the center of everything we do, and we are committed to creating a unique and differentiated shopping 
experience for them. We seek to proactively manage our in-stock merchandise positions in our diverse category portfolio and 
elevate our merchandise presentation to provide a clear point of view for in-demand items, such as our premium full-service 
footwear departments, which are offered in over half of our DICK’S Sporting Goods stores as of the end of fiscal 2021. We 
offer a wide range of in-store support services and incorporate experiential elements and technology into our stores to better 
engage and serve our athletes, including our introduction of HitTrax® baseball simulators in nearly 200 stores and our recent 
investment in Trackman technology, which is used to enhance the fitting and lesson experience for our athletes in all of our 

Golf Galaxy stores. 

We develop and test new store prototypes and concepts to grow our business, while incorporating key learnings into the rest of 

our chain. We recently opened our first two DICK’S House of Sport stores, which are built around experience, service, 

community and product, as well as our first two redesigned Golf Galaxy Performance Centers, which are equipped with 

Trackman and Biomech golf technologies and include an elevated staffing and service model to ensure our teammates become 
trusted advisors to golf enthusiasts of all levels. In addition to innovating within our core business, we recently launched Public 

Lands, a new omni-channel specialty concept for our outdoor athletes.

We continue to improve our service and selling culture, and recently introduced new standards to better serve our athletes, 

which included robust training to increase our teammates’ product knowledge. We equip our teammates with current 

technology to improve their productivity and enhance the athlete experience, including providing real-time product information, 
detailed product descriptions, inventory availability and alternative product recommendations as well as other metrics and 

communications while on the sales floor. 

Our marketing program is focused on building loyalty to DICK’S Sporting Goods through brand-building campaigns and the 
expansion of our ScoreCard Rewards loyalty program. In fiscal 2019, we launched ScoreCard Gold, which provides our top-tier 

athletes with more ways to earn ScoreCard points and member-only benefits, including early access to sales and product 

launches. Our loyalty program has over 20 million active members that account for over 70% of total sales. Through this 
program, we have acquired over 140 million athletes in our database, including over 16 million new athletes in the past two 

We leverage the robust data in our database to enhance the athlete experience by engaging our athletes through digital 

marketing and providing them with personalized offers and communications. We also use data science to improve the speed at 

which we deliver products to our athletes through optimized order routing and to enhance our in-stock and merchandise 

availability positions.

We also offer our athletes a wide variety of products that are not available from other retailers. Our vertical brands 
include brands that we own and are available exclusively in our stores and online such as Alpine Design, CALIA, DSG, 
ETHOS, Field & Stream, Fitness Gear, Lady Hagen, MAXFLI, Nishiki, Quest, Tommy Armour, Top-Flite and Walter 
Hagen, as well as brands that we license from third parties including adidas (baseball and football), Slazenger (golf) and 
Prince (tennis). In fiscal 2021, we launched VRST, our premium and versatile brand that serves the modern athletic 
male. These brands offer high-quality, on-trend products to our athletes with compelling technical and performance 
attributes while providing differentiation in our merchandise assortment at higher gross margins as compared to sales of 
similar products from national brands. Our vertical brands are our second largest brand category, representing $1.7 
billion, or approximately 14%, of consolidated net sales in fiscal 2021. We consider our vertical brand strategy to be a 
key area of opportunity to increase productivity in our stores and online, and we have invested in a research, 
development and procurement staff to support its growth. Looking forward, we intend to provide our vertical brands with 
improved space in-store, increased marketing and expansion into additional product categories, which will provide an 
opportunity for future growth. 

Our Improving Omni-channel Platform and Fulfillment Capabilities 

We believe that when our athletes 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. Like our athletes, we view retail as an omni-channel 
experience, that seamlessly integrates our stores and online channels. 

Our stores remain at the core of our omni-channel platform. 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 athletes by creating strong engagement 
through interactive in-store elements, offering the convenience of accepting in-store returns or exchanges and expediting 
fulfillment of eCommerce orders, the ability to place online orders in our stores if we are out of stock in the retail store, buy-
online, pick-up in store or curbside capabilities, and giving direct, live access to well-trained and knowledgeable teammates. In 
fiscal 2021, approximately 70% of online sales were fulfilled directly by our stores, which serve as localized points of 
distribution, and they enabled 90% of total sales through online fulfillment and in-person sales. 

We continually improve the functionality and performance of our eCommerce sites and mobile app, which has included 
building a faster and more convenient checkout process with new payment options, greater visibility and accuracy of delivery 
dates, improved page responsiveness, enhancing integration of our ScoreCard loyalty program, new content development 
through our Pro Tips platform and localized website experiences. Additionally, we continue to leverage our omni-channel 
platform, fulfillment centers and our delivery partnership with FedEx, which have enabled us to provide our athletes with faster 
delivery times. In fiscal 2022, we plan to further improve our digital experience by expanding personalization and other features 
and enhancements to assist our athletes in finding the right product, at the right time. We also plan to invest in in-store 
technology to further improve fulfillment efficiency. 

5 5

years. 

4

Merchandising

Purchasing, Distribution and Customer Fulfillment

The following table sets forth the approximate percentage of our sales attributable to the following categories for the fiscal 
years presented:

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

2021

Fiscal Year
2020

2019

 44 %
 34 %
 21 %
 1 %
 100 %

 46 %
 33 %
 19 %
 2 %
 100 %

 42 %
 35 %
 21 %
 2 %
 100 %

(1)

(2)

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

Includes our non-merchandise sales categories, including in-store services, shipping revenues, software subscription revenues and 
credit card processing revenues.

Additional information about our sales categories is included within Part IV. Item 15. Exhibits and Financial Statement 
Schedules, Note 1–Basis of Presentation and Summary of Significant Accounting Policies of this Annual Report on Form 10-K.

Selling Channels

We offer products to our athletes through our retail stores and online, and 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 
athletes with a seamless omni-channel shopping experience.

Retail Stores

Our DICK’S Sporting Goods, Golf Galaxy and other specialty concept stores, including Public Lands, are designed to create an 
exciting and interactive shopping environment for the sporting enthusiast that highlights our extensive product assortments and 
value-added services. 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, Outdoor, Golf, 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, differentiated product selection and customer 
service of a specialty store. We monitor and evaluate store performance on an ongoing basis and reallocate space in our stores 
to categories and products that we believe can drive sales growth, including our recent removal of the hunt department from 
many of our stores, in which we reallocated product space to a localized assortment of categories in an effort to drive growth. In 
addition, we operate Going Going Gone! stores, through which we are able to improve our clearance optimization and better 
serve our value athletes.

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 athletes. Over two-thirds of our DICK’S Sporting Goods stores will be up for lease renewal at our option over the next five 
years, which provides us with the opportunity to relocate, close, or renegotiate lease terms for these stores. We plan to 
opportunistically open new stores in under-served and under-penetrated markets and leverage the significant flexibility within 
our existing real estate portfolio to capitalize on future real estate opportunities over the near and intermediate terms as these 
leases come up for renewal. 

eCommerce 

Through our websites, we seek to provide our athletes with in-depth product information and the ability to shop with us at any 
time. We continue to innovate our eCommerce sites and applications with customer experience enhancements, new releases of 
our mobile and tablet apps, and the development of omni-channel capabilities that further integrate our online presence with our 
brick and mortar stores to provide our athletes 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, buy-online, 
pick-up in store and curbside pickup capabilities. Our websites also give us the ability to ship online orders from our retail 
locations, which reduces delivery times for online orders and improves inventory productivity and availability. eCommerce 
sales accelerated during the COVID-19 pandemic, increasing 81% since fiscal 2019, while eCommerce penetration has grown 
from 16% of total net sales in fiscal 2019 to 21% in fiscal 2021.   

During fiscal 2021, we purchased merchandise from approximately 1,400 vendors, with Nike, our largest vendor, representing 
approximately 17% of our merchandise purchases. No other vendor represented 10% or more of our fiscal 2021 merchandise 
purchases. We do not have long-term purchase contracts with any of our vendors; all of our purchases from vendors are made 
on a short-term purchase order basis. 

We currently operate five regional distribution centers which enable us 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 stored temporarily. 
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, which generally facilitates prompt and efficient distribution to our stores to enhance in-stocks, minimize freight costs 
and improve inventory turnover. During fiscal 2021, our stores received over 90% of their merchandise through our distribution 
network; the remaining merchandise was shipped directly to our stores from our vendors.

We leverage our store and distribution center network, three eCommerce fulfillment centers (one owned and two operated by a 
third-party) and direct shipping capabilities from our vendors to ensure merchandise delivery speed to our athletes and to 
minimize shipping costs. 

Competition 

The competition among retailers that sell sporting goods is highly fragmented. We compete with many retailing formats, 
including large format sporting goods stores, traditional sporting goods stores, specialty stores, mass merchants and department 
stores, online retailers, and vendors selling directly to consumers through retail stores and online. We seek to attract athletes by 
offering a wide range of products that enables us to address the needs of all athletes, from beginner to enthusiast, and by 
utilizing distinctive merchandise presentation in stores to create a unique shopping environment. We also offer superior service 
both in-store and via a seamless omni-channel experience which includes buy-online, pick-up in store and curbside pickup. 

Seasonality

Our business is subject to seasonal influences, including the success of the holiday selling season and the impact of 
unseasonable weather conditions. Although our highest sales and operating income results have historically occurred in the 
second and fourth fiscal quarters, our business has increasingly been less affected by seasonal fluctuations in recent years. 
However, results for any quarter are not necessarily indicative of the results that may be achieved for the fiscal year.

Proprietary Rights

We have 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”, “Public 
Lands”, “Quest”, “ScoreCard”, “ScoreRewards”, “Tommy Armour”, “Top-Flite”, “VRST” and “Walter Hagen”. We also have 
a number of registered domain names, including “dickssportinggoods.com”, “dicks.com”, “golfgalaxy.com”, 
“fieldandstreamshop.com”, “publiclands.com”, “goinggoinggone.com”, “calia.com”, “vrst.com”, and “gamechanger.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 and non-exclusive 
rights to use names such as “adidas” (baseball and football), “Prince” (tennis), and “Slazenger” (golf) for specified product 
categories or certain products and, in some cases, specified sales channels. These licenses are long-term business relationships 
and 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, including the federal Brady Handgun Violence Prevention Act, related to the sale of 
firearms and ammunition. Ensuring our compliance with these various laws and regulations, and keeping abreast of changes to 
the legal and regulatory landscape present in our industry, may cause us to expend considerable resources. 

6

6

7

 
                
Merchandising

years presented:

Category

Hardlines (1)

Apparel

Footwear

Other (2)

Total

(1)

(2)

Selling Channels

Retail Stores

The following table sets forth the approximate percentage of our sales attributable to the following categories for the fiscal 

Fiscal Year

2021

2020

2019

 44 %

 34 %

 21 %

 1 %

 100 %

 46 %

 33 %

 19 %

 2 %

 100 %

 42 %
 35 %
 21 %
 2 %
 100 %

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

Includes our non-merchandise sales categories, including in-store services, shipping revenues, software subscription revenues and 

credit card processing revenues.

Additional information about our sales categories is included within Part IV. Item 15. Exhibits and Financial Statement 
Schedules, Note 1–Basis of Presentation and Summary of Significant Accounting Policies of this Annual Report on Form 10-K.

We offer products to our athletes through our retail stores and online, and 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 

athletes with a seamless omni-channel shopping experience.

Our DICK’S Sporting Goods, Golf Galaxy and other specialty concept stores, including Public Lands, are designed to create an 
exciting and interactive shopping environment for the sporting enthusiast that highlights our extensive product assortments and 
value-added services. 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, Outdoor, Golf, 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, differentiated product selection and customer 
service of a specialty store. We monitor and evaluate store performance on an ongoing basis and reallocate space in our stores 
to categories and products that we believe can drive sales growth, including our recent removal of the hunt department from 
many of our stores, in which we reallocated product space to a localized assortment of categories in an effort to drive growth. In 
addition, we operate Going Going Gone! stores, through which we are able to improve our clearance optimization and better 

serve our value athletes.

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 athletes. Over two-thirds of our DICK’S Sporting Goods stores will be up for lease renewal at our option over the next five 

years, which provides us with the opportunity to relocate, close, or renegotiate lease terms for these stores. We plan to 

opportunistically open new stores in under-served and under-penetrated markets and leverage the significant flexibility within 
our existing real estate portfolio to capitalize on future real estate opportunities over the near and intermediate terms as these 

leases come up for renewal. 

eCommerce 

Through our websites, we seek to provide our athletes with in-depth product information and the ability to shop with us at any 
time. We continue to innovate our eCommerce sites and applications with customer experience enhancements, new releases of 
our mobile and tablet apps, and the development of omni-channel capabilities that further integrate our online presence with our 
brick and mortar stores to provide our athletes 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, buy-online, 
pick-up in store and curbside pickup capabilities. Our websites also give us the ability to ship online orders from our retail 
locations, which reduces delivery times for online orders and improves inventory productivity and availability. eCommerce 
sales accelerated during the COVID-19 pandemic, increasing 81% since fiscal 2019, while eCommerce penetration has grown 

from 16% of total net sales in fiscal 2019 to 21% in fiscal 2021.   

Purchasing, Distribution and Customer Fulfillment

During fiscal 2021, we purchased merchandise from approximately 1,400 vendors, with Nike, our largest vendor, representing 
approximately 17% of our merchandise purchases. No other vendor represented 10% or more of our fiscal 2021 merchandise 
purchases. We do not have long-term purchase contracts with any of our vendors; all of our purchases from vendors are made 
on a short-term purchase order basis. 

We currently operate five regional distribution centers which enable us 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 stored temporarily. 
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, which generally facilitates prompt and efficient distribution to our stores to enhance in-stocks, minimize freight costs 
and improve inventory turnover. During fiscal 2021, our stores received over 90% of their merchandise through our distribution 
network; the remaining merchandise was shipped directly to our stores from our vendors.

We leverage our store and distribution center network, three eCommerce fulfillment centers (one owned and two operated by a 
third-party) and direct shipping capabilities from our vendors to ensure merchandise delivery speed to our athletes and to 
minimize shipping costs. 

Competition 

The competition among retailers that sell sporting goods is highly fragmented. We compete with many retailing formats, 
including large format sporting goods stores, traditional sporting goods stores, specialty stores, mass merchants and department 
stores, online retailers, and vendors selling directly to consumers through retail stores and online. We seek to attract athletes by 
offering a wide range of products that enables us to address the needs of all athletes, from beginner to enthusiast, and by 
utilizing distinctive merchandise presentation in stores to create a unique shopping environment. We also offer superior service 
both in-store and via a seamless omni-channel experience which includes buy-online, pick-up in store and curbside pickup. 

Seasonality

Our business is subject to seasonal influences, including the success of the holiday selling season and the impact of 
unseasonable weather conditions. Although our highest sales and operating income results have historically occurred in the 
second and fourth fiscal quarters, our business has increasingly been less affected by seasonal fluctuations in recent years. 
However, results for any quarter are not necessarily indicative of the results that may be achieved for the fiscal year.

Proprietary Rights

We have 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”, “Public 
Lands”, “Quest”, “ScoreCard”, “ScoreRewards”, “Tommy Armour”, “Top-Flite”, “VRST” and “Walter Hagen”. We also have 
a number of registered domain names, including “dickssportinggoods.com”, “dicks.com”, “golfgalaxy.com”, 
“fieldandstreamshop.com”, “publiclands.com”, “goinggoinggone.com”, “calia.com”, “vrst.com”, and “gamechanger.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 and non-exclusive 
rights to use names such as “adidas” (baseball and football), “Prince” (tennis), and “Slazenger” (golf) for specified product 
categories or certain products and, in some cases, specified sales channels. These licenses are long-term business relationships 
and 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, including the federal Brady Handgun Violence Prevention Act, related to the sale of 
firearms and ammunition. Ensuring our compliance with these various laws and regulations, and keeping abreast of changes to 
the legal and regulatory landscape present in our industry, may cause us to expend considerable resources. 

6

7 7

 
                
Social Responsibility 

We are committed to supporting our teammates professionally and personally, readying our athletes to achieve their personal 
bests, and saving and rebuilding youth sports in local communities. We sponsor thousands of teams in various sports and 
support the philanthropic efforts of our private corporate foundation, The DICK’S Sporting Goods Foundation. In partnership 
with The DICK’S Sporting Goods Foundation, we launched our Sports Matter initiative, a philanthropic effort singularly 
focused on supporting youth sports, in 2014. Through Sports Matter, we remain committed to raising awareness of the 
importance of playing sports, while also providing financial support to keep our kids playing the sports they love. Since the 
establishment of the Sports Matter initiative, the Company and The DICK’S Sporting Goods Foundation have committed over 
$150 million to keep kids playing sports, helping to save thousands of youth sports teams and giving more than one million 
young athletes across all 50 states the chance to play. In addition, we donated $30 million to The DICK’S Sporting Goods 
Foundation in fiscal 2020 to help jump-start youth sports programs struggling to come back from the COVID-19 pandemic.

Human Capital Management

As of January 29, 2022, we employed approximately 17,800 full-time and 33,000 part-time teammates. Total employment 
figures fluctuate throughout the year and typically peak during the fourth quarter in alignment with the holiday selling season. 
None of our teammates are covered by a collective bargaining agreement.

As stated in our mission, we strive to create an environment where passionate and skilled teammates thrive. We believe our 
teammates’ dedication to creating a positive experience for our athletes is what drives our success as a company, and we’re 
committed to creating a great place to work for our teammates through competitive wages and benefits, promoting teammate 
safety, health and well-being, providing learning and career development opportunities and promoting diversity, equity and 
inclusion.

Wages and Benefits 

In addition to offering our teammates competitive salaries and wages, we offer comprehensive health and retirement benefits to 
those eligible, which include all full-time hourly and salaried teammates. We are committed to equal pay for equal work 
independent of gender and race when establishing and maintaining wages. We achieved a 100% female-to-male unadjusted 
median pay ratio in fiscal 2021, which we intend to maintain going forward. From an average pay perspective, female pay was 
at 97% of males across our 50,800 teammates.

Safety, Health and Well-Being 

We are committed to ensuring the safety, health and well-being of our teammates. We have robust policies, procedures and 
training in place to ensure a safe environment across our organization, including a comprehensive crisis management plan that 
allows us to respond immediately to critical incidents involving people, company assets, our business or our reputation. We 
provide support to our teammates to enable them to maintain and improve their professional and personal lives, which includes 
an employee assistance plan, and an onsite health and childcare facility at our Customer Support Center (“CSC”). We also 
provide opportunities for volunteerism and recently launched our Teammate Relief Fund, which provides monetary support for 
our teammates and their immediate families during times of unforeseen financial hardship and crises that are beyond their 
control.

Training and Development  

We empower our teammates to develop their careers and provide tools that are necessary for them to reach their personal and 
professional goals. We have created rotational development programs in various functional disciplines and offer various live 
and recorded training programs across the organization based on job role and function, including safety, compliance, leadership 
or other skills, as well as store manager onboarding programs. We also provide tuition reimbursement programs for all eligible 
teammates to pursue a job-related degree at an accredited college or university, and we offer a part-time MBA program online 
in partnership with a local university. 

Diversity, Equity and Inclusion

We are committed to creating a workplace environment and culture that supports, celebrates and honors each individual and to 
promoting inclusion and diversity for all teammates. Doing so strengthens our ability to serve all of our athletes, drives 
innovation and growth, and enables us to attract and retain the best talent. In 2019, we created the DICK’S Sporting Goods 
Inclusion and Diversity Council, which is comprised of a group of teammates from across our organization who represent 
diverse backgrounds, roles, experiences and communities, to help steer and support our inclusion and diversity efforts. 
Teammates with shared interests have come together in various resource groups to discuss shared issues, increase awareness 
and communicate with senior management. We use the feedback provided by our Inclusion and Diversity Council, various 
resource groups, and engagement and other surveys provided to our teammates to foster an inclusive workplace. 

We have committed to increasing diversity at all levels of our organization, which has included increasing representation of 
people of color and women on our Board of Directors.

Information About Our Executive Officers

The following table and accompanying narrative sets forth the name, age and business experience of our current Executive 
Officers as of March 1, 2022:

Name

Edward W. Stack

Lauren R. Hobart

Navdeep Gupta

Donald J. Germano

Vlad Rak

Lee J. Belitsky

John E. Hayes III

Julie Lodge-Jarrett

Age

Position

Executive Chairman 

President and Chief Executive Officer

Executive Vice President - Chief Financial Officer

Executive Vice President - Stores

Executive Vice President - Chief Technology Officer

Executive Vice President

Senior Vice President - General Counsel and Secretary

Senior Vice President - Chief People and Purpose Officer

67

53

49

58

45

61

59

46

Edward W. Stack is our Executive Chairman. From 1984 to January 2021, Mr. Stack served as our Chairman and Chief 
Executive Officer taking over operation of the Company after his father and our founder, 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 became our President and Chief Executive Officer effective February 1, 2021 and has served as our President 
since May 2017. Ms. Hobart 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 in April 2017 to Executive Vice President - Chief 
Customer & Digital Officer. 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. In 
addition, Ms. Hobart serves as a member of the Board of Directors of YUM! Brands, Inc. (NYSE: YUM). Ms. Hobart formerly 
served as a member of the Board of Directors of Sonic Corp. (Nasdaq: SONC) from 2014 - 2018. 

Navdeep Gupta became our Executive Vice President, Chief Financial Officer effective October 1, 2021 and served as our 
Senior Vice President, Chief Accounting Officer from November 2017 through September 2021. Prior to joining the Company, 
Mr. Gupta most recently served as the Senior Vice President of Finance at Advance Auto Parts, Inc., where he held numerous 
leadership roles from 2006 to 2017, 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 part of T-Mobile US, Inc.).

Donald J. Germano became our Executive Vice President - Stores in June 2019. Mr. Germano served as our Senior Vice 
President - Operations from May 2017 to June 2019. Mr. Germano rejoined our organization in May 2017 after previously 
leading our stores as Senior Vice President - Operations from 2010 - 2013. Prior to rejoining the Company, Mr. Germano 
served as President of the Follett Higher Education Group from 2013 to 2016. Prior to his time at DICK’S Sporting Goods, he 
held a number of leadership positions at Sears Holdings, Kmart Corporation, Kozmo.com, Nabisco, and UPS.

Vlad Rak became our Chief Technology Officer in April 2020. Prior to joining DICK'S Sporting Goods, Mr. Rak served as 
Senior Vice President & Chief Technology Officer at Merck from 2019 to 2020. Prior to that, Mr. Rak served as Vice 
President, Enterprise Architecture, Innovation, Platforms & Portfolio at Nike from 2016 to 2019. Previously, Mr. Rak also held 
senior technology leadership roles at The Walt Disney Company and Wyndham Worldwide.

Lee J. Belitsky has been an Executive Vice President since 2016 and currently oversees our supply chain, real estate and 
construction departments, as well as GameChanger. From September 2016 through September 2021, he served as our Executive 
Vice President - Chief Financial Officer. 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 

8
8

9

Social Responsibility 

We are committed to supporting our teammates professionally and personally, readying our athletes to achieve their personal 
bests, and saving and rebuilding youth sports in local communities. We sponsor thousands of teams in various sports and 
support the philanthropic efforts of our private corporate foundation, The DICK’S Sporting Goods Foundation. In partnership 
with The DICK’S Sporting Goods Foundation, we launched our Sports Matter initiative, a philanthropic effort singularly 

focused on supporting youth sports, in 2014. Through Sports Matter, we remain committed to raising awareness of the 

importance of playing sports, while also providing financial support to keep our kids playing the sports they love. Since the 
establishment of the Sports Matter initiative, the Company and The DICK’S Sporting Goods Foundation have committed over 
$150 million to keep kids playing sports, helping to save thousands of youth sports teams and giving more than one million 
young athletes across all 50 states the chance to play. In addition, we donated $30 million to The DICK’S Sporting Goods 
Foundation in fiscal 2020 to help jump-start youth sports programs struggling to come back from the COVID-19 pandemic.

Human Capital Management

As of January 29, 2022, we employed approximately 17,800 full-time and 33,000 part-time teammates. Total employment 
figures fluctuate throughout the year and typically peak during the fourth quarter in alignment with the holiday selling season. 

None of our teammates are covered by a collective bargaining agreement.

As stated in our mission, we strive to create an environment where passionate and skilled teammates thrive. We believe our 
teammates’ dedication to creating a positive experience for our athletes is what drives our success as a company, and we’re 
committed to creating a great place to work for our teammates through competitive wages and benefits, promoting teammate 
safety, health and well-being, providing learning and career development opportunities and promoting diversity, equity and 

inclusion.

Wages and Benefits 

In addition to offering our teammates competitive salaries and wages, we offer comprehensive health and retirement benefits to 

those eligible, which include all full-time hourly and salaried teammates. We are committed to equal pay for equal work 

independent of gender and race when establishing and maintaining wages. We achieved a 100% female-to-male unadjusted 
median pay ratio in fiscal 2021, which we intend to maintain going forward. From an average pay perspective, female pay was 

at 97% of males across our 50,800 teammates.

Safety, Health and Well-Being 

We are committed to ensuring the safety, health and well-being of our teammates. We have robust policies, procedures and 
training in place to ensure a safe environment across our organization, including a comprehensive crisis management plan that 
allows us to respond immediately to critical incidents involving people, company assets, our business or our reputation. We 
provide support to our teammates to enable them to maintain and improve their professional and personal lives, which includes 
an employee assistance plan, and an onsite health and childcare facility at our Customer Support Center (“CSC”). We also 
provide opportunities for volunteerism and recently launched our Teammate Relief Fund, which provides monetary support for 
our teammates and their immediate families during times of unforeseen financial hardship and crises that are beyond their 

control.

Training and Development  

We empower our teammates to develop their careers and provide tools that are necessary for them to reach their personal and 
professional goals. We have created rotational development programs in various functional disciplines and offer various live 
and recorded training programs across the organization based on job role and function, including safety, compliance, leadership 
or other skills, as well as store manager onboarding programs. We also provide tuition reimbursement programs for all eligible 
teammates to pursue a job-related degree at an accredited college or university, and we offer a part-time MBA program online 

in partnership with a local university. 

Diversity, Equity and Inclusion

We are committed to creating a workplace environment and culture that supports, celebrates and honors each individual and to 

promoting inclusion and diversity for all teammates. Doing so strengthens our ability to serve all of our athletes, drives 

innovation and growth, and enables us to attract and retain the best talent. In 2019, we created the DICK’S Sporting Goods 
Inclusion and Diversity Council, which is comprised of a group of teammates from across our organization who represent 

diverse backgrounds, roles, experiences and communities, to help steer and support our inclusion and diversity efforts. 

Teammates with shared interests have come together in various resource groups to discuss shared issues, increase awareness 
and communicate with senior management. We use the feedback provided by our Inclusion and Diversity Council, various 

resource groups, and engagement and other surveys provided to our teammates to foster an inclusive workplace. 

We have committed to increasing diversity at all levels of our organization, which has included increasing representation of 
people of color and women on our Board of Directors.

Information About Our Executive Officers

The following table and accompanying narrative sets forth the name, age and business experience of our current Executive 
Officers as of March 1, 2022:

Name

Edward W. Stack

Lauren R. Hobart

Navdeep Gupta

Donald J. Germano

Vlad Rak

Lee J. Belitsky

John E. Hayes III

Julie Lodge-Jarrett

Age

Position

67

53

49

58

45

61

59

46

Executive Chairman 

President and Chief Executive Officer

Executive Vice President - Chief Financial Officer

Executive Vice President - Stores

Executive Vice President - Chief Technology Officer

Executive Vice President

Senior Vice President - General Counsel and Secretary

Senior Vice President - Chief People and Purpose Officer

Edward W. Stack is our Executive Chairman. From 1984 to January 2021, Mr. Stack served as our Chairman and Chief 
Executive Officer taking over operation of the Company after his father and our founder, 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 became our President and Chief Executive Officer effective February 1, 2021 and has served as our President 
since May 2017. Ms. Hobart 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 in April 2017 to Executive Vice President - Chief 
Customer & Digital Officer. 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. In 
addition, Ms. Hobart serves as a member of the Board of Directors of YUM! Brands, Inc. (NYSE: YUM). Ms. Hobart formerly 
served as a member of the Board of Directors of Sonic Corp. (Nasdaq: SONC) from 2014 - 2018. 

Navdeep Gupta became our Executive Vice President, Chief Financial Officer effective October 1, 2021 and served as our 
Senior Vice President, Chief Accounting Officer from November 2017 through September 2021. Prior to joining the Company, 
Mr. Gupta most recently served as the Senior Vice President of Finance at Advance Auto Parts, Inc., where he held numerous 
leadership roles from 2006 to 2017, 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 part of T-Mobile US, Inc.).

Donald J. Germano became our Executive Vice President - Stores in June 2019. Mr. Germano served as our Senior Vice 
President - Operations from May 2017 to June 2019. Mr. Germano rejoined our organization in May 2017 after previously 
leading our stores as Senior Vice President - Operations from 2010 - 2013. Prior to rejoining the Company, Mr. Germano 
served as President of the Follett Higher Education Group from 2013 to 2016. Prior to his time at DICK’S Sporting Goods, he 
held a number of leadership positions at Sears Holdings, Kmart Corporation, Kozmo.com, Nabisco, and UPS.

Vlad Rak became our Chief Technology Officer in April 2020. Prior to joining DICK'S Sporting Goods, Mr. Rak served as 
Senior Vice President & Chief Technology Officer at Merck from 2019 to 2020. Prior to that, Mr. Rak served as Vice 
President, Enterprise Architecture, Innovation, Platforms & Portfolio at Nike from 2016 to 2019. Previously, Mr. Rak also held 
senior technology leadership roles at The Walt Disney Company and Wyndham Worldwide.

Lee J. Belitsky has been an Executive Vice President since 2016 and currently oversees our supply chain, real estate and 
construction departments, as well as GameChanger. From September 2016 through September 2021, he served as our Executive 
Vice President - Chief Financial Officer. 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 

8

9 9

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. Mr. Belitsky has 
announced his retirement, effective May 1, 2022.

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 a certified 
public accountant with KPMG LLP.

Julie Lodge-Jarrett became our Chief People and Purpose Officer in April 2020. Prior to joining DICK’S Sporting Goods, Ms. 
Lodge-Jarrett spent more than 21 years at Ford Motor Company, most recently serving as Chief Talent Officer. Ms. Lodge-
Jarrett held various human resources and organizational development roles during her tenure with Ford, including Chief 
Learning Officer; Human Resources Director, Global Purchasing; Human Resources Vice President, Greater China; and Human 
Resources Business Partner & Talent Director, Asia Pacific & Africa.

ITEM 1A. RISK FACTORS 

Risks Related to Our Industry and Macroeconomic Conditions

Our business is dependent on macroeconomic conditions and consumer discretionary spending in the U.S., and reductions 
in such spending might adversely affect the Company’s business, operations, liquidity, financial results and stock price.

Our business depends on consumer discretionary spending, and 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 and perception of economic 
conditions; the threat or outbreak of war, terrorism or public unrest (including, without limitation, the conflict in Ukraine) 
which may cause supply chain disruptions, increase fuel costs and the cost of materials, and create general economic instability; 
wage and unemployment levels; consumer debt and inflationary pressures; the costs of basic necessities and other goods; 
effects of weather and natural disasters caused by climate change or otherwise; and epidemics, contagious disease outbreaks, 
and other public health concerns including the ongoing COVID-19 pandemic. See COVID-19 Update within Part II, Item 7. 
Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of the impact and 
future potential impact of COVID-19 on our business operations. 

Decreases in consumer discretionary spending may result in a decrease in comparable sales, and average value per transaction, 
which might cause us to increase promotional activities, which will have a negative impact on our gross margins, 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. 

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, intensely competitive, and continually evolving. We compete with 
retailers from multiple categories and in multiple channels, including large formats; traditional and specialty formats; mass 
merchants; department stores; internet-based and direct-sell retailers; and increasingly from vendors that sell directly to 
customers. Our competitors include companies that may 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 puts additional pressure on us to maintain competitive pricing. We rely on a mix of print, television and radio 
advertisements, as well as search engine marketing, web advertisements, social media platforms and other digital marketing to 
attract and retain athletes. If we are unsuccessful in marketing and advertising strategies, especially for online and social media 
platforms, or less successful than our competitors, we could lose athletes and sales could decline, which could have an adverse 
impact on our revenues, business and results of operations. Furthermore, we cannot be sure that we will be able to continue to 
effectively compete in our markets due to the disruptions caused by the COVID-19 pandemic or that any of our competitors are 
not in a better position to either respond to the disruptions caused by the COVID-19 pandemic or capitalize on potential 
displaced market share, including vendors with whom we compete accelerating their existing efforts to sell directly to 
consumers. An inability to successfully respond to competitive pressures could have a materially adverse effect on our results 

of operations or reputation. Our responses to competitive pressures could also have a material effect on our results or 
reputation, including as it relates to pricing, quality, assortment, advertising, service, locations, and online and in-store shopping 
experiences. 

The COVID-19 pandemic has impacted and is expected to continue to have an impact on our business and results of 
operations.

The COVID-19 pandemic has significantly affected U.S. consumer shopping patterns and caused the overall health of the U.S. 
economy to deteriorate. Many measures that have been, and in the future may be, periodically implemented to reduce the spread 
of COVID-19 have adversely affected workforces, customers, consumer sentiment, economies and financial markets. 

We are unable to predict the long-term impact that the COVID-19 pandemic will have on our business due to a number of 
uncertainties, including the duration of the COVID-19 pandemic, the long-term health and economic impact of the COVID-19 
pandemic, the success or impact of vaccines and other mitigation or recovery efforts, changes in consumer demand and 
shopping patterns, and the impact of governmental regulations issued in response to the pandemic. In addition to an increase in 
eCommerce penetration, the COVID-19 pandemic has driven an increase in demand in certain categories due to the renewed 
interest and perceived importance of health and fitness, participation in socially-distant and outdoor activities, and a shift 
toward athletic apparel and active lifestyle products. It is uncertain whether or the extent to which these trends will continue, or 
whether new trends will emerge as the COVID-19 pandemic continues or after the current impacts of the COVID-19 pandemic 
subside.

While the COVID-19 pandemic continues, governmental interventions or new outbreaks could, among other things, require that 
we close some or all of our stores or our distribution and fulfillment centers or otherwise make it difficult or impossible to 
operate our eCommerce business. Numerous state and local jurisdictions have imposed, and in the future may impose or re-
impose, shelter-in-place orders, quarantines, executive orders and similar government orders and restrictions for their residents 
to control the spread of COVID-19. Such orders and restrictions have resulted, and in the future may result, in temporary store 
closures or meaningful decreases in store occupancy levels; work stoppages, slowdowns and delays; inability to consistently 
procure and maintain sufficient levels of certain in-demand items; disruptions to our supply chain; school closures and remote 
learning requirements; travel restrictions; and cancellation of events, among other effects, which would likely negatively impact 
our business. We may also be adversely impacted by the disruption or cancellation of various professional leagues and sporting 
events, local sports leagues, and other organized youth and adult sports programs as a result of the COVID-19 pandemic. 
Another period of store closures, changes in consumer behavior, and health concerns causing a reduction in consumer demand 
for our products and traffic at our stores would likely have a significant adverse effect on our financial condition and results of 
operations. 

The Company continues to consider and assess the potential impact that the COVID-19 pandemic could have on the Company’s 
operations, including the assumptions and estimates used to prepare its financial statements such as the Company’s inventory 
valuations, fair value measurements and potential asset impairment charges. These assumptions and estimates may change in 
the future as new events occur and additional information is obtained. 

To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of 
heightening many of the other risks described herein, including risks relating to changes in consumer demand or shopping 
patterns, our level of indebtedness, our need to generate sufficient cash flows to service our indebtedness, our ability to comply 
with the covenants contained in the agreements that govern our indebtedness, availability of adequate capital, our ability to 
execute our strategic plans, our real estate portfolio, disruptions to our supply chain and third-party delivery service providers, 
our ability to access adequate quantities of materials and in-demand products, tariffs, and regulatory restrictions. 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.

Fluctuations in product costs and availability due to inflationary pressures, fuel price uncertainty, supply chain constraints, 
increases in commodity prices, labor shortages and other factors could negatively impact our business and results of 
operations.

Our product costs are affected, in part, by the costs of component materials. A substantial increase in the prices of raw materials 
or decrease in the availability of raw materials could dramatically increase the costs associated with manufacturing the products 
that we manufacture and that we purchase from our vendors, which could cause the price of our merchandise to increase and 
could  have  a  negative  impact  on  our  sales  and  profitability.  In  addition,  increases  in  commodity  prices  could  also  adversely 
affect our results of operations. If we increase the price of our products in order to maintain gross margins for our products, 
such increase may adversely affect demand for, and sales of, our products, which could have a material adverse effect on our 
financial condition and results of operations.

10
10

11

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. Mr. Belitsky has 

announced his retirement, effective May 1, 2022.

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 a certified 

public accountant with KPMG LLP.

Julie Lodge-Jarrett became our Chief People and Purpose Officer in April 2020. Prior to joining DICK’S Sporting Goods, Ms. 
Lodge-Jarrett spent more than 21 years at Ford Motor Company, most recently serving as Chief Talent Officer. Ms. Lodge-

Jarrett held various human resources and organizational development roles during her tenure with Ford, including Chief 

Learning Officer; Human Resources Director, Global Purchasing; Human Resources Vice President, Greater China; and Human 

Resources Business Partner & Talent Director, Asia Pacific & Africa.

ITEM 1A. RISK FACTORS 

Risks Related to Our Industry and Macroeconomic Conditions

Our business is dependent on macroeconomic conditions and consumer discretionary spending in the U.S., and reductions 
in such spending might adversely affect the Company’s business, operations, liquidity, financial results and stock price.

Our business depends on consumer discretionary spending, and 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 and perception of economic 

conditions; the threat or outbreak of war, terrorism or public unrest (including, without limitation, the conflict in Ukraine) 
which may cause supply chain disruptions, increase fuel costs and the cost of materials, and create general economic instability; 
wage and unemployment levels; consumer debt and inflationary pressures; the costs of basic necessities and other goods; 
effects of weather and natural disasters caused by climate change or otherwise; and epidemics, contagious disease outbreaks, 
and other public health concerns including the ongoing COVID-19 pandemic. See COVID-19 Update within Part II, Item 7. 
Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of the impact and 

future potential impact of COVID-19 on our business operations. 

Decreases in consumer discretionary spending may result in a decrease in comparable sales, and average value per transaction, 
which might cause us to increase promotional activities, which will have a negative impact on our gross margins, 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. 

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, intensely competitive, and continually evolving. We compete with 
retailers from multiple categories and in multiple channels, including large formats; traditional and specialty formats; mass 

merchants; department stores; internet-based and direct-sell retailers; and increasingly from vendors that sell directly to 

customers. Our competitors include companies that may 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 puts additional pressure on us to maintain competitive pricing. We rely on a mix of print, television and radio 

advertisements, as well as search engine marketing, web advertisements, social media platforms and other digital marketing to 
attract and retain athletes. If we are unsuccessful in marketing and advertising strategies, especially for online and social media 
platforms, or less successful than our competitors, we could lose athletes and sales could decline, which could have an adverse 
impact on our revenues, business and results of operations. Furthermore, we cannot be sure that we will be able to continue to 
effectively compete in our markets due to the disruptions caused by the COVID-19 pandemic or that any of our competitors are 

not in a better position to either respond to the disruptions caused by the COVID-19 pandemic or capitalize on potential 

displaced market share, including vendors with whom we compete accelerating their existing efforts to sell directly to 

consumers. An inability to successfully respond to competitive pressures could have a materially adverse effect on our results 

of operations or reputation. Our responses to competitive pressures could also have a material effect on our results or 
reputation, including as it relates to pricing, quality, assortment, advertising, service, locations, and online and in-store shopping 
experiences. 

The COVID-19 pandemic has impacted and is expected to continue to have an impact on our business and results of 
operations.

The COVID-19 pandemic has significantly affected U.S. consumer shopping patterns and caused the overall health of the U.S. 
economy to deteriorate. Many measures that have been, and in the future may be, periodically implemented to reduce the spread 
of COVID-19 have adversely affected workforces, customers, consumer sentiment, economies and financial markets. 

We are unable to predict the long-term impact that the COVID-19 pandemic will have on our business due to a number of 
uncertainties, including the duration of the COVID-19 pandemic, the long-term health and economic impact of the COVID-19 
pandemic, the success or impact of vaccines and other mitigation or recovery efforts, changes in consumer demand and 
shopping patterns, and the impact of governmental regulations issued in response to the pandemic. In addition to an increase in 
eCommerce penetration, the COVID-19 pandemic has driven an increase in demand in certain categories due to the renewed 
interest and perceived importance of health and fitness, participation in socially-distant and outdoor activities, and a shift 
toward athletic apparel and active lifestyle products. It is uncertain whether or the extent to which these trends will continue, or 
whether new trends will emerge as the COVID-19 pandemic continues or after the current impacts of the COVID-19 pandemic 
subside.

While the COVID-19 pandemic continues, governmental interventions or new outbreaks could, among other things, require that 
we close some or all of our stores or our distribution and fulfillment centers or otherwise make it difficult or impossible to 
operate our eCommerce business. Numerous state and local jurisdictions have imposed, and in the future may impose or re-
impose, shelter-in-place orders, quarantines, executive orders and similar government orders and restrictions for their residents 
to control the spread of COVID-19. Such orders and restrictions have resulted, and in the future may result, in temporary store 
closures or meaningful decreases in store occupancy levels; work stoppages, slowdowns and delays; inability to consistently 
procure and maintain sufficient levels of certain in-demand items; disruptions to our supply chain; school closures and remote 
learning requirements; travel restrictions; and cancellation of events, among other effects, which would likely negatively impact 
our business. We may also be adversely impacted by the disruption or cancellation of various professional leagues and sporting 
events, local sports leagues, and other organized youth and adult sports programs as a result of the COVID-19 pandemic. 
Another period of store closures, changes in consumer behavior, and health concerns causing a reduction in consumer demand 
for our products and traffic at our stores would likely have a significant adverse effect on our financial condition and results of 
operations. 

The Company continues to consider and assess the potential impact that the COVID-19 pandemic could have on the Company’s 
operations, including the assumptions and estimates used to prepare its financial statements such as the Company’s inventory 
valuations, fair value measurements and potential asset impairment charges. These assumptions and estimates may change in 
the future as new events occur and additional information is obtained. 

To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of 
heightening many of the other risks described herein, including risks relating to changes in consumer demand or shopping 
patterns, our level of indebtedness, our need to generate sufficient cash flows to service our indebtedness, our ability to comply 
with the covenants contained in the agreements that govern our indebtedness, availability of adequate capital, our ability to 
execute our strategic plans, our real estate portfolio, disruptions to our supply chain and third-party delivery service providers, 
our ability to access adequate quantities of materials and in-demand products, tariffs, and regulatory restrictions. 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.

Fluctuations in product costs and availability due to inflationary pressures, fuel price uncertainty, supply chain constraints, 
increases in commodity prices, labor shortages and other factors could negatively impact our business and results of 
operations.

Our product costs are affected, in part, by the costs of component materials. A substantial increase in the prices of raw materials 
or decrease in the availability of raw materials could dramatically increase the costs associated with manufacturing the products 
that we manufacture and that we purchase from our vendors, which could cause the price of our merchandise to increase and 
could  have  a  negative  impact  on  our  sales  and  profitability.  In  addition,  increases  in  commodity  prices  could  also  adversely 
affect our results of operations. If we increase the price of our products in order to maintain gross margins for our products, 
such increase may adversely affect demand for, and sales of, our products, which could have a material adverse effect on our 
financial condition and results of operations.

10

1111

We rely upon various means of third-party transportation to deliver products from vendors and our manufacturing facilities to 
our distribution centers, from our distribution centers to our stores, and directly to our athletes using our omni-channel platform. 
Consequently,  our  results  may  be  affected  by  those  factors  affecting  transportation,  including  the  price  of  fuel  and  the 
availability  of  aircraft,  ships,  trucks,  and  drivers.  The  price  of  fuel  and  demand  for  transportation  services  has  fluctuated 
significantly in recent years, and has resulted in increased costs for us and our vendors. In addition, changes in regulations may 
result in higher fuel costs through taxation, transportation restrictions or other means. Fluctuations in transportation costs and 
availability could adversely affect our results of operations.

Labor shortages in the transportation industry could negatively affect transportation costs and our ability to supply our stores in 
a timely manner. In particular, our business is highly dependent on the shipping and trucking industry to deliver products to our 
distribution  centers  and  our  stores.  Our  results  of  operations  may  be  adversely  affected  if  we,  or  our  vendors,  are  unable  to 
secure adequate transportation resources at competitive prices to fulfill our delivery schedules to our distribution centers or our 
stores. Further, difficulties in moving products manufactured overseas and through the ports of North America, whether due to 
port  congestion,  government  shutdowns,  labor  disputes,  product  regulations  and/or  inspections  or  other  factors,  including 
natural disasters or health pandemics, could negatively affect our business.

A significant amount of our products are manufactured abroad, which subjects us to various international risks and costs, 
including foreign trade issues, currency exchange rate fluctuations, shipment delays and supply chain disruption and 
political instability, which could cause our sales and profitability to suffer. 

A significant portion of the products that we purchase as well as most of our vertical 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., freight cost increases and 
economic and political uncertainties. We may also experience shipment delays caused by shipping port constraints, labor 
strikes, work stoppages, acts of war, including the current conflict in Ukraine, and terrorism, or other supply chain disruptions, 
including those caused by extreme weather, natural disasters, and pandemics and other public health concerns. Specifically, the 
ramifications of the ongoing COVID-19 pandemic have caused delays in the manufacturing or shipping of products and raw 
materials. To the extent the COVID-19 pandemic results in continuation or worsening of manufacturing and shipping delays 
and constraints, our vendors and suppliers will continue to have difficulty obtaining the materials necessary for the production, 
packaging and delivery of the products we sell, and we will continue to have inventory delays or product shortages in our stores 
and online.

If any of these or other factors, including trade tensions between the U.S. and foreign nations, including China and Russia, were 
to cause a disruption of trade from the countries in which our vendors’ supplies or our vertical brand products’ manufacturers 
are located, our inventory levels may be reduced and/or the cost of our products may increase. 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. 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.

Risks Related to Our Operations and Reputation 

If we are unable to predict or effectively react to changes in consumer demand or shopping patterns, we may lose athletes 
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, 
preferences, and shopping patterns, which cannot be predicted with certainty and are subject to continual change and evolution. 
We have adopted a fully omni-channel business model, as we strive to deliver a seamless shopping experience to our athletes 
through both online and in-store shopping experiences. For example, we must meet athletes’ expectations with respect to, 
among other things, creating appealing and consistent online experiences while also offering localized assortments of 
merchandise in our stores and online to appeal to local geographic and demographic tastes; offering differentiated and premium 
products and regionally relevant products; delivering elevated customer service; and providing desirable in-store experiences, 
fast and reliable delivery, and convenient return options. Our athletes 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. If 
we are unable to provide an omni-channel shopping experience across all channels that aligns with our athletes’ expectations 
and preferences, it could have an adverse impact on our revenues, business and results of operations.

We often make advance commitments to purchase products, which may make it more difficult for us to adapt to rapidly-
evolving changes in consumer preferences. Furthermore, supply chain challenges due to the COVID-19 pandemic and other 
factors have made it more difficult to obtain certain in-demand products. Our sales could 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, profitability and 
demand. Failure to meet stockholder expectations, particularly with respect to earnings, sales, and operating margins, could also 
result in volatility in the market value of our stock.

Omni-channel growth in our business is complex and there are risks associated with operating our own eCommerce 
platform, including those relating to confidential athlete data.

Our internal eCommerce platform allows us to improve the functionality and performance of our website and mobile 
applications and have more control over the athletes’ online shopping experience with less reliance on third parties. Maintaining 
and continuing to improve our eCommerce platform involves substantial investment of capital and resources, integrating 
multiple information and management systems, increasing supply chain and distribution capabilities, attracting, developing and 
retaining qualified personnel with relevant subject matter expertise, and effectively managing and improving the athlete 
experience. This involves substantial risk, including risk of cost overruns, website downtime and other technology disruptions, 
supply and distribution delays, and other issues that can affect the successful operation of our eCommerce platform. 
Technological disruptions can result from 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, ransomware or 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 teammates. If we are not able to successfully operate and continually improve our 
eCommerce platform to provide a user-friendly, secure eCommerce experience offering merchandise and delivery options 
expected by our athletes, we could be placed at a competitive disadvantage and our reputation, operations, financial results, and 
future growth could be materially adversely affected.

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

We develop and offer our athletes vertical brand products that are not available from other retailers, and expect to continue 
growing our exclusive vertical brand offerings. We also may develop and introduce new store concepts and formats. 
Considerable resources are needed to develop new brands and store concepts and formats, and there is no assurance that these 
initiatives will be successful. Unexpected or increased costs or delays in development of the brand, excessive demands on 
management resources, legal or regulatory constraints, changes in consumer demands and shopping patterns regarding sporting 
goods, or a determination that consumer demand no longer supports the brand or retail concept could cause us to curtail or 
abandon any of our new brands or new store concepts or formats at any time which could result in asset impairments and 
inventory write-downs.  

12
12

13

We rely upon various means of third-party transportation to deliver products from vendors and our manufacturing facilities to 
our distribution centers, from our distribution centers to our stores, and directly to our athletes using our omni-channel platform. 
Consequently,  our  results  may  be  affected  by  those  factors  affecting  transportation,  including  the  price  of  fuel  and  the 
availability  of  aircraft,  ships,  trucks,  and  drivers.  The  price  of  fuel  and  demand  for  transportation  services  has  fluctuated 
significantly in recent years, and has resulted in increased costs for us and our vendors. In addition, changes in regulations may 
result in higher fuel costs through taxation, transportation restrictions or other means. Fluctuations in transportation costs and 

availability could adversely affect our results of operations.

Labor shortages in the transportation industry could negatively affect transportation costs and our ability to supply our stores in 
a timely manner. In particular, our business is highly dependent on the shipping and trucking industry to deliver products to our 
distribution  centers  and  our  stores.  Our  results  of  operations  may  be  adversely  affected  if  we,  or  our  vendors,  are  unable  to 
secure adequate transportation resources at competitive prices to fulfill our delivery schedules to our distribution centers or our 
stores. Further, difficulties in moving products manufactured overseas and through the ports of North America, whether due to 
port  congestion,  government  shutdowns,  labor  disputes,  product  regulations  and/or  inspections  or  other  factors,  including 

natural disasters or health pandemics, could negatively affect our business.

A significant amount of our products are manufactured abroad, which subjects us to various international risks and costs, 
including foreign trade issues, currency exchange rate fluctuations, shipment delays and supply chain disruption and 

political instability, which could cause our sales and profitability to suffer. 

A significant portion of the products that we purchase as well as most of our vertical 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., freight cost increases and 

economic and political uncertainties. We may also experience shipment delays caused by shipping port constraints, labor 
strikes, work stoppages, acts of war, including the current conflict in Ukraine, and terrorism, or other supply chain disruptions, 
including those caused by extreme weather, natural disasters, and pandemics and other public health concerns. Specifically, the 
ramifications of the ongoing COVID-19 pandemic have caused delays in the manufacturing or shipping of products and raw 
materials. To the extent the COVID-19 pandemic results in continuation or worsening of manufacturing and shipping delays 
and constraints, our vendors and suppliers will continue to have difficulty obtaining the materials necessary for the production, 
packaging and delivery of the products we sell, and we will continue to have inventory delays or product shortages in our stores 

and online.

If any of these or other factors, including trade tensions between the U.S. and foreign nations, including China and Russia, were 
to cause a disruption of trade from the countries in which our vendors’ supplies or our vertical brand products’ manufacturers 
are located, our inventory levels may be reduced and/or the cost of our products may increase. 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. 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.

Risks Related to Our Operations and Reputation 

If we are unable to predict or effectively react to changes in consumer demand or shopping patterns, we may lose athletes 
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, 
preferences, and shopping patterns, which cannot be predicted with certainty and are subject to continual change and evolution. 
We have adopted a fully omni-channel business model, as we strive to deliver a seamless shopping experience to our athletes 
through both online and in-store shopping experiences. For example, we must meet athletes’ expectations with respect to, 
among other things, creating appealing and consistent online experiences while also offering localized assortments of 
merchandise in our stores and online to appeal to local geographic and demographic tastes; offering differentiated and premium 
products and regionally relevant products; delivering elevated customer service; and providing desirable in-store experiences, 
fast and reliable delivery, and convenient return options. Our athletes 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. If 
we are unable to provide an omni-channel shopping experience across all channels that aligns with our athletes’ expectations 
and preferences, it could have an adverse impact on our revenues, business and results of operations.

We often make advance commitments to purchase products, which may make it more difficult for us to adapt to rapidly-
evolving changes in consumer preferences. Furthermore, supply chain challenges due to the COVID-19 pandemic and other 
factors have made it more difficult to obtain certain in-demand products. Our sales could 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, profitability and 
demand. Failure to meet stockholder expectations, particularly with respect to earnings, sales, and operating margins, could also 
result in volatility in the market value of our stock.

Omni-channel growth in our business is complex and there are risks associated with operating our own eCommerce 
platform, including those relating to confidential athlete data.

Our internal eCommerce platform allows us to improve the functionality and performance of our website and mobile 
applications and have more control over the athletes’ online shopping experience with less reliance on third parties. Maintaining 
and continuing to improve our eCommerce platform involves substantial investment of capital and resources, integrating 
multiple information and management systems, increasing supply chain and distribution capabilities, attracting, developing and 
retaining qualified personnel with relevant subject matter expertise, and effectively managing and improving the athlete 
experience. This involves substantial risk, including risk of cost overruns, website downtime and other technology disruptions, 
supply and distribution delays, and other issues that can affect the successful operation of our eCommerce platform. 
Technological disruptions can result from 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, ransomware or 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 teammates. If we are not able to successfully operate and continually improve our 
eCommerce platform to provide a user-friendly, secure eCommerce experience offering merchandise and delivery options 
expected by our athletes, we could be placed at a competitive disadvantage and our reputation, operations, financial results, and 
future growth could be materially adversely affected.

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

We develop and offer our athletes vertical brand products that are not available from other retailers, and expect to continue 
growing our exclusive vertical brand offerings. We also may develop and introduce new store concepts and formats. 
Considerable resources are needed to develop new brands and store concepts and formats, and there is no assurance that these 
initiatives will be successful. Unexpected or increased costs or delays in development of the brand, excessive demands on 
management resources, legal or regulatory constraints, changes in consumer demands and shopping patterns regarding sporting 
goods, or a determination that consumer demand no longer supports the brand or retail concept could cause us to curtail or 
abandon any of our new brands or new store concepts or formats at any time which could result in asset impairments and 
inventory write-downs.  

12

1313

Additional risks relating to our vertical brand offerings include increased potential product liability and product recalls for 
which we do not have third-party indemnification and contractual rights or remedies; increased potential reputational risks 
related to the responsible sourcing of our vertical brand products; increased costs for labor or raw materials used to manufacture 
products; 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.

Harm to our reputation could adversely impact our ability to attract and retain athletes and teammates. 

Negative publicity or perceptions involving us or our brands, products, vendors, spokespersons, or marketing and other 
partners, or failure to detect, prevent, mitigate or address issues giving rise to reputational risk could adversely impact our 
reputation, business, results of operations, and financial condition, and may adversely impact our ability to attract and retain 
athletes and teammates. Issues that might pose a reputational risk include: an inability to provide an omni-channel experience 
that meets the expectations of consumers; failure of our cyber-security measures to protect against data breaches; product 
liability, product recalls, and product boycotts; our handling of issues relating to environmental, social, and governance 
(“ESG”) matters, including inclusion and diversity, and the transparency of our progress toward ESG goals and initiatives; our 
response to the COVID-19 pandemic; 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; product 
sponsorship relationships, including those with celebrity spokespersons, influencers or group affiliations; and any of the other 
risks enumerated in these risk factors. In addition, our sales could be negatively impacted by negative publicity or perception 
involving professional sports leagues or individual teams, including in relation to decisions made by them in response to the 
COVID-19 pandemic. Furthermore, the prevalence of social media and a constant, on-demand news cycle may accelerate and 
in the short-term increase the potential scope of any negative publicity we or others might receive and could increase the 
negative impact of these issues on our reputation, business, results of operations, and financial condition. 

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 depends on many factors, some of which 
are out of our control. For example, a strategic determination to increase promotional activities in response to challenging 
conditions in the retail market may not achieve the desired results and would negatively impact our gross profit margin. Our 
focus on long-term strategic investments, including investments in our digital capabilities, our eCommerce platform, 
improvements to the athlete experience in our stores and online, our supply chain, enhancements to our ScoreCard loyalty 
program, the continued development of our vertical brands and specialty concepts, and improving teammate productivity, may 
require significant capital investment and management attention at the expense of other business initiatives and may take longer 
than anticipated to achieve the desired return. Additionally, any new initiative is subject to certain risks, including athlete 
acceptance, competition, product differentiation, and the ability to attract and retain qualified personnel to support the initiative. 

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. 

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, and 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. 

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. Since our leases generally do not allow for termination prior to the end of 
the lease term without economic consequences, if we decide to close a store, we are generally required to continue to pay rent 
for the balance of the lease term and might also incur termination charges. We may remain liable for certain lease obligations 
where we are able to assign a location 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 habits and patterns. Changes in consumer shopping 
habits and patterns, reduced customer traffic in the shopping centers where our stores are located, financial difficulties of our 
landlords, anchor tenants or a significant number of other retailers, and shopping center vacancies or closures, all of which have 
been amplified as a result of the COVID-19 pandemic could impact the profitability of our stores and increase the likelihood 
that our landlords fail to fulfill their obligations and conditions under our lease agreements. We may need to respond to declines 
in customer traffic or conversion rates by increasing markdowns or promotions to attract athletes, which could adversely impact 
our 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, including delays or failures by independent third-party transportation providers, 
could  cause  us  to  lose  merchandise,  be  unable  to  effectively  deliver  merchandise  to  our  stores  and  athletes,  and  could 
adversely affect our financial condition and results of operations.

The ability to optimize our distribution and fulfillment network, which includes our owned and leased distribution centers and 
eCommerce fulfillment center, and our stores that serve as forward distribution points, and avoid disruptions, depends on a 
variety of factors, some of which are beyond our control, including severe weather conditions, natural disasters, health 
pandemics or other catastrophic events, problems with our information technology systems, labor disagreements or other 
shipping problems, and general economic and real estate conditions.

We may not be able to maintain our existing distribution and fulfillment network 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 additional 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 increase reliance on our store network, third-party logistic 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 or closures of distribution and fulfillment centers due to COVID-19) 
at any of these facilities might impair our ability to adequately stock our stores, process returns of products to vendors and 
fulfill eCommerce orders at the speed expected by athletes, increase costs associated with shipping and delivery, damage a 
material portion of our inventory, and otherwise negatively affect our operations, sales, profitability, and reputation.

In addition, we rely on independent third-party transportation providers for substantially all of our merchandise shipments, 
including shipments to our stores and directly to athletes through our eCommerce platform. As noted elsewhere in our risk 
factors, our use of third-party delivery services for shipments subjects us to various risks, which could impact a shipper’s ability 
to provide delivery services that adequately meet our shipping needs and satisfy athletes’ expectations. If we change shipping 
companies, we could face logistical difficulties that could adversely impact deliveries and we would incur costs and expend 
resources in connection with such change. Moreover, we may not be able to obtain terms as favorable as those received from 
the independent third-party transportation providers we currently use, which could have a material adverse impact on our 
business, operational results, financial position and cash flows.

Unauthorized disclosure of sensitive or confidential athlete, teammate, vendor or Company information could result in 
substantial costs and reputational damage, harm our business and standing with our athletes and could subject us to 
litigation and enforcement actions.

The protection of our data as well as athlete and teammate data is critical. As with most retailers, we collect, receive, store, 
manage, transmit and delete confidential athlete data, including payment card and personally identifiable information, in the 
normal course of customer transactions, as well as other confidential and sensitive information, such as personal information 
about our teammates and our vendors, and confidential Company information. We also work with third-party vendors and 
service providers that provide technology, systems and services that we use in connection with the collection, storage and 
transmission of this information. While we have taken significant steps to protect athlete and others’ confidential information, 
the intentional or negligent actions of third parties, business associates or teammates may undermine our existing security 
measures and allow unauthorized parties to obtain access to our data systems and misappropriate confidential data. Our 
information systems, and those of our third-party service providers, are vulnerable to an increasing threat of continually 
evolving data protection and cyber-security risks. There can be no assurance that advances in computer capabilities, new 
discoveries in the field of cryptography or other developments will prevent a future compromise of our athlete transaction 
processing capabilities and other personal data. Because the techniques used to obtain unauthorized access to, disable, degrade, 
or sabotage systems change frequently and often are not recognized until they are launched against a target, we may be unable 
to anticipate these techniques or to implement adequate preventative measures. We have implemented and regularly review and 
update our systems, processes, and procedures to protect against unauthorized access to or use of data and to prevent data loss. 

14
14

15

Additional risks relating to our vertical brand offerings include increased potential product liability and product recalls for 
which we do not have third-party indemnification and contractual rights or remedies; increased potential reputational risks 
related to the responsible sourcing of our vertical brand products; increased costs for labor or raw materials used to manufacture 
products; 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.

Harm to our reputation could adversely impact our ability to attract and retain athletes and teammates. 

Negative publicity or perceptions involving us or our brands, products, vendors, spokespersons, or marketing and other 

partners, or failure to detect, prevent, mitigate or address issues giving rise to reputational risk could adversely impact our 
reputation, business, results of operations, and financial condition, and may adversely impact our ability to attract and retain 
athletes and teammates. Issues that might pose a reputational risk include: an inability to provide an omni-channel experience 
that meets the expectations of consumers; failure of our cyber-security measures to protect against data breaches; product 

liability, product recalls, and product boycotts; our handling of issues relating to environmental, social, and governance 

(“ESG”) matters, including inclusion and diversity, and the transparency of our progress toward ESG goals and initiatives; our 
response to the COVID-19 pandemic; 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; product 

sponsorship relationships, including those with celebrity spokespersons, influencers or group affiliations; and any of the other 
risks enumerated in these risk factors. In addition, our sales could be negatively impacted by negative publicity or perception 
involving professional sports leagues or individual teams, including in relation to decisions made by them in response to the 
COVID-19 pandemic. Furthermore, the prevalence of social media and a constant, on-demand news cycle may accelerate and 

in the short-term increase the potential scope of any negative publicity we or others might receive and could increase the 

negative impact of these issues on our reputation, business, results of operations, and financial condition. 

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 depends on many factors, some of which 
are out of our control. For example, a strategic determination to increase promotional activities in response to challenging 
conditions in the retail market may not achieve the desired results and would negatively impact our gross profit margin. Our 

focus on long-term strategic investments, including investments in our digital capabilities, our eCommerce platform, 

improvements to the athlete experience in our stores and online, our supply chain, enhancements to our ScoreCard loyalty 
program, the continued development of our vertical brands and specialty concepts, and improving teammate productivity, may 
require significant capital investment and management attention at the expense of other business initiatives and may take longer 
than anticipated to achieve the desired return. Additionally, any new initiative is subject to certain risks, including athlete 
acceptance, competition, product differentiation, and the ability to attract and retain qualified personnel to support the initiative. 

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. 

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, and 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. 

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. Since our leases generally do not allow for termination prior to the end of 
the lease term without economic consequences, if we decide to close a store, we are generally required to continue to pay rent 
for the balance of the lease term and might also incur termination charges. We may remain liable for certain lease obligations 

where we are able to assign a location 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 habits and patterns. Changes in consumer shopping 
habits and patterns, reduced customer traffic in the shopping centers where our stores are located, financial difficulties of our 
landlords, anchor tenants or a significant number of other retailers, and shopping center vacancies or closures, all of which have 
been amplified as a result of the COVID-19 pandemic could impact the profitability of our stores and increase the likelihood 
that our landlords fail to fulfill their obligations and conditions under our lease agreements. We may need to respond to declines 
in customer traffic or conversion rates by increasing markdowns or promotions to attract athletes, which could adversely impact 
our 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, including delays or failures by independent third-party transportation providers, 
could  cause  us  to  lose  merchandise,  be  unable  to  effectively  deliver  merchandise  to  our  stores  and  athletes,  and  could 
adversely affect our financial condition and results of operations.

The ability to optimize our distribution and fulfillment network, which includes our owned and leased distribution centers and 
eCommerce fulfillment center, and our stores that serve as forward distribution points, and avoid disruptions, depends on a 
variety of factors, some of which are beyond our control, including severe weather conditions, natural disasters, health 
pandemics or other catastrophic events, problems with our information technology systems, labor disagreements or other 
shipping problems, and general economic and real estate conditions.

We may not be able to maintain our existing distribution and fulfillment network 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 additional 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 increase reliance on our store network, third-party logistic 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 or closures of distribution and fulfillment centers due to COVID-19) 
at any of these facilities might impair our ability to adequately stock our stores, process returns of products to vendors and 
fulfill eCommerce orders at the speed expected by athletes, increase costs associated with shipping and delivery, damage a 
material portion of our inventory, and otherwise negatively affect our operations, sales, profitability, and reputation.

In addition, we rely on independent third-party transportation providers for substantially all of our merchandise shipments, 
including shipments to our stores and directly to athletes through our eCommerce platform. As noted elsewhere in our risk 
factors, our use of third-party delivery services for shipments subjects us to various risks, which could impact a shipper’s ability 
to provide delivery services that adequately meet our shipping needs and satisfy athletes’ expectations. If we change shipping 
companies, we could face logistical difficulties that could adversely impact deliveries and we would incur costs and expend 
resources in connection with such change. Moreover, we may not be able to obtain terms as favorable as those received from 
the independent third-party transportation providers we currently use, which could have a material adverse impact on our 
business, operational results, financial position and cash flows.

Unauthorized disclosure of sensitive or confidential athlete, teammate, vendor or Company information could result in 
substantial costs and reputational damage, harm our business and standing with our athletes and could subject us to 
litigation and enforcement actions.

The protection of our data as well as athlete and teammate data is critical. As with most retailers, we collect, receive, store, 
manage, transmit and delete confidential athlete data, including payment card and personally identifiable information, in the 
normal course of customer transactions, as well as other confidential and sensitive information, such as personal information 
about our teammates and our vendors, and confidential Company information. We also work with third-party vendors and 
service providers that provide technology, systems and services that we use in connection with the collection, storage and 
transmission of this information. While we have taken significant steps to protect athlete and others’ confidential information, 
the intentional or negligent actions of third parties, business associates or teammates may undermine our existing security 
measures and allow unauthorized parties to obtain access to our data systems and misappropriate confidential data. Our 
information systems, and those of our third-party service providers, are vulnerable to an increasing threat of continually 
evolving data protection and cyber-security risks. There can be no assurance that advances in computer capabilities, new 
discoveries in the field of cryptography or other developments will prevent a future compromise of our athlete transaction 
processing capabilities and other personal data. Because the techniques used to obtain unauthorized access to, disable, degrade, 
or sabotage systems change frequently and often are not recognized until they are launched against a target, we may be unable 
to anticipate these techniques or to implement adequate preventative measures. We have implemented and regularly review and 
update our systems, processes, and procedures to protect against unauthorized access to or use of data and to prevent data loss. 

14

1515

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, 
reputation or investor confidence. 

In addition, in order to continue to build and enhance our omni-channel platform, we must attract and retain a large number of 
skilled professionals, including teammates who staff our distribution centers and technology professionals to implement our 
ongoing technology and other strategic investments. The market for these professionals is increasingly competitive. An inability 
to provide wages and/or benefits that are competitive within the markets in which we operate could adversely affect our ability 
to retain and attract these teammates. Further, changes in market compensation rates may adversely affect our labor costs.

In addition, data governance failures can adversely affect our reputation and business. Our business depends on our customers’ 
willingness to entrust us with their personal information. Events that adversely affect that trust, including inadequate disclosure 
to our customers of our uses of their information or 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. Further, the 
data privacy and cyber-security regulatory environment is constantly changing, with new and increasingly rigorous and 
complex requirements. Maintaining our compliance with those requirements, including recently enacted state consumer privacy 
laws, may require significant effort and cost, require changes to our business practices, and limit our ability to obtain data used 
to provide a personalized customer experience. In addition, failure to comply with applicable requirements could subject us to 
fines, sanctions, governmental investigations, lawsuits or reputational damage.

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, including our use of an 
independent service provider for electronic payment processing. If any of these systems fail to function properly, it 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. 
If any of these independent service providers become unwilling or unable to provide these services to us or if the cost of using 
these providers increases, our business could be harmed.

Our information systems, including our back-up systems, are subject to damage or interruption from power outages; computer 
and telecommunications failures; computer viruses, worms, ransomware, and 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 teammates. Additionally, we have adopted 
a hybrid remote work environment which relies on the efficiency and functionality of our information systems. 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.

We may be unable to attract, train, engage and retain key personnel and teammates.

Our long-term success and ability to implement our strategic and business planning processes depends in large part on our 
ability to continue to attract, retain, train and develop key personnel and qualified teammates in all areas of the organization. 
Our stores depend significantly on our ability to hire and retain quality teammates, including store managers and sales 
associates, and our athletes expect a high level of service and product knowledge from our teammates when they visit our 
stores. 

The market for non-entry level personnel, particularly for associates with retail expertise, is highly competitive. Our ability to 
meet our labor needs while controlling labor costs is subject to numerous external factors, including market pressures with 
respect to prevailing wage rates, unemployment levels, and health and other insurance costs; the impact of legislation or 
regulations governing labor relations, immigration, minimum wage, and healthcare benefits; changing demographics; and our 
reputation within the labor market. 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 
teammates, but also the wages paid to our other hourly teammates. 

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. We also compete with other retail businesses for many of our 
teammates in hourly positions, and we invest significant resources in training and motivating them to maintain a high level of 
job satisfaction. These positions have historically had high turnover rates, which can lead to increased training and retention 
costs, particularly in a competitive labor market.

The loss of one or more of our key executives or the inability to successfully attract and retain executive officers or 
implement effective succession planning strategies could have a material adverse effect on our business.

Our long-term success and ability to implement our strategic and business planning processes depends in large part on our 
ability to continue to attract and retain executive management. All teammates, including members of our executive management 
and key personnel, are at-will employees, and we generally do not maintain key-person life insurance policies on our 
teammates. The loss of any one or more of our executive management, including our President & Chief Executive Officer, 
Lauren Hobart, or other key personnel could seriously harm our business. Additionally, effective succession planning for 
executive management and key personnel is vital to our long-term continued success. Failure to ensure effective transfer of 
knowledge, maintenance of our culture, setting of strategic direction, and smooth transitions involving executive management 
and key personnel could hinder our long-term strategies and success. Furthermore, our success depends on continued service 
from Edward W. Stack, our Executive Chairman, who began operating the Company in 1984 and continues to oversee our 
merchandising group and key strategic growth initiatives. Mr. Stack possesses detailed and in-depth knowledge of the issues, 
opportunities and challenges that we and the industry face. If Mr. Stack no longer serves a role in our business, our results could 
be materially adversely affected.

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

Our business is subject to seasonal influences and certain holidays and sports seasons during the year. 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. Historically, our highest sales and operating income results have occurred during our second and fourth 
fiscal quarters, which is partly due to golf and team sports sales during the second quarter and partly due to the winter holiday 
season and our strong sales of cold weather sporting goods and apparel in the fourth quarter. Results for any quarter are not 
necessarily indicative of the results that may be achieved for the fiscal year. Poor performance during a quarter because of slow 
holiday seasons or unseasonable weather conditions, including unusually warm weather in the winter months or abnormally wet 
or cold weather in the spring or summer months, whether due to climate change or otherwise, could have a material adverse 
effect on our business, financial condition and operating results for the entire fiscal year. 

Unseasonable or extreme weather conditions, alone or together with natural disasters, as well as other catastrophic events, 
could adversely affect our business and results of operations.

Unseasonable or extreme weather conditions and natural disasters caused by climate change or otherwise and other catastrophic 
events in the areas in which our stores and/or distribution centers are located could negatively impact consumer shopping 
patterns, consumer confidence and disposable income, or otherwise could have a negative effect on our financial performance. 
Our business is susceptible to unseasonable weather conditions, particularly as it relates to seasonal apparel and equipment, 
which could lead to lost sales or greater than expected markdowns, and adversely affect our short-term results of operations. 
For example, extended periods of unseasonably warm temperatures during the winter season or cool weather during the summer 
season could reduce demand for a portion of our inventory and thereby reduce our sales and profitability. Weather-related 
volatility and change may be enhanced or exacerbated as a result of climate change.

In addition, natural disasters such as hurricanes, tornadoes and earthquakes, or a combination of these or other factors, could 
damage or destroy our facilities or make it difficult for customers to travel to our stores. Extreme weather conditions and/or 
natural disasters, or other catastrophic events in areas where we or our vendors have operations, including our stores and our 
distribution and eCommerce fulfillment centers, could result in disruption or delay of production and delivery of merchandise 
and products in our supply chain and cause staffing shortages in our stores, negatively affecting our business and results of 
operations.

16
16

17

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, 

reputation or investor confidence. 

In addition, in order to continue to build and enhance our omni-channel platform, we must attract and retain a large number of 
skilled professionals, including teammates who staff our distribution centers and technology professionals to implement our 
ongoing technology and other strategic investments. The market for these professionals is increasingly competitive. An inability 
to provide wages and/or benefits that are competitive within the markets in which we operate could adversely affect our ability 
to retain and attract these teammates. Further, changes in market compensation rates may adversely affect our labor costs.

In addition, data governance failures can adversely affect our reputation and business. Our business depends on our customers’ 
willingness to entrust us with their personal information. Events that adversely affect that trust, including inadequate disclosure 

to our customers of our uses of their information or 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. Further, the 

data privacy and cyber-security regulatory environment is constantly changing, with new and increasingly rigorous and 

complex requirements. Maintaining our compliance with those requirements, including recently enacted state consumer privacy 
laws, may require significant effort and cost, require changes to our business practices, and limit our ability to obtain data used 
to provide a personalized customer experience. In addition, failure to comply with applicable requirements could subject us to 

fines, sanctions, governmental investigations, lawsuits or reputational damage.

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, including our use of an 

independent service provider for electronic payment processing. If any of these systems fail to function properly, it 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. 
If any of these independent service providers become unwilling or unable to provide these services to us or if the cost of using 

these providers increases, our business could be harmed.

Our information systems, including our back-up systems, are subject to damage or interruption from power outages; computer 
and telecommunications failures; computer viruses, worms, ransomware, and 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 teammates. Additionally, we have adopted 

a hybrid remote work environment which relies on the efficiency and functionality of our information systems. 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.

We may be unable to attract, train, engage and retain key personnel and teammates.

Our long-term success and ability to implement our strategic and business planning processes depends in large part on our 
ability to continue to attract, retain, train and develop key personnel and qualified teammates in all areas of the organization. 

Our stores depend significantly on our ability to hire and retain quality teammates, including store managers and sales 

associates, and our athletes expect a high level of service and product knowledge from our teammates when they visit our 

stores. 

The market for non-entry level personnel, particularly for associates with retail expertise, is highly competitive. Our ability to 
meet our labor needs while controlling labor costs is subject to numerous external factors, including market pressures with 

respect to prevailing wage rates, unemployment levels, and health and other insurance costs; the impact of legislation or 

regulations governing labor relations, immigration, minimum wage, and healthcare benefits; changing demographics; and our 
reputation within the labor market. 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 

teammates, but also the wages paid to our other hourly teammates. 

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. We also compete with other retail businesses for many of our 
teammates in hourly positions, and we invest significant resources in training and motivating them to maintain a high level of 
job satisfaction. These positions have historically had high turnover rates, which can lead to increased training and retention 

costs, particularly in a competitive labor market.

The loss of one or more of our key executives or the inability to successfully attract and retain executive officers or 
implement effective succession planning strategies could have a material adverse effect on our business.

Our long-term success and ability to implement our strategic and business planning processes depends in large part on our 
ability to continue to attract and retain executive management. All teammates, including members of our executive management 
and key personnel, are at-will employees, and we generally do not maintain key-person life insurance policies on our 
teammates. The loss of any one or more of our executive management, including our President & Chief Executive Officer, 
Lauren Hobart, or other key personnel could seriously harm our business. Additionally, effective succession planning for 
executive management and key personnel is vital to our long-term continued success. Failure to ensure effective transfer of 
knowledge, maintenance of our culture, setting of strategic direction, and smooth transitions involving executive management 
and key personnel could hinder our long-term strategies and success. Furthermore, our success depends on continued service 
from Edward W. Stack, our Executive Chairman, who began operating the Company in 1984 and continues to oversee our 
merchandising group and key strategic growth initiatives. Mr. Stack possesses detailed and in-depth knowledge of the issues, 
opportunities and challenges that we and the industry face. If Mr. Stack no longer serves a role in our business, our results could 
be materially adversely affected.

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

Our business is subject to seasonal influences and certain holidays and sports seasons during the year. 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. Historically, our highest sales and operating income results have occurred during our second and fourth 
fiscal quarters, which is partly due to golf and team sports sales during the second quarter and partly due to the winter holiday 
season and our strong sales of cold weather sporting goods and apparel in the fourth quarter. Results for any quarter are not 
necessarily indicative of the results that may be achieved for the fiscal year. Poor performance during a quarter because of slow 
holiday seasons or unseasonable weather conditions, including unusually warm weather in the winter months or abnormally wet 
or cold weather in the spring or summer months, whether due to climate change or otherwise, could have a material adverse 
effect on our business, financial condition and operating results for the entire fiscal year. 

Unseasonable or extreme weather conditions, alone or together with natural disasters, as well as other catastrophic events, 
could adversely affect our business and results of operations.

Unseasonable or extreme weather conditions and natural disasters caused by climate change or otherwise and other catastrophic 
events in the areas in which our stores and/or distribution centers are located could negatively impact consumer shopping 
patterns, consumer confidence and disposable income, or otherwise could have a negative effect on our financial performance. 
Our business is susceptible to unseasonable weather conditions, particularly as it relates to seasonal apparel and equipment, 
which could lead to lost sales or greater than expected markdowns, and adversely affect our short-term results of operations. 
For example, extended periods of unseasonably warm temperatures during the winter season or cool weather during the summer 
season could reduce demand for a portion of our inventory and thereby reduce our sales and profitability. Weather-related 
volatility and change may be enhanced or exacerbated as a result of climate change.

In addition, natural disasters such as hurricanes, tornadoes and earthquakes, or a combination of these or other factors, could 
damage or destroy our facilities or make it difficult for customers to travel to our stores. Extreme weather conditions and/or 
natural disasters, or other catastrophic events in areas where we or our vendors have operations, including our stores and our 
distribution and eCommerce fulfillment centers, could result in disruption or delay of production and delivery of merchandise 
and products in our supply chain and cause staffing shortages in our stores, negatively affecting our business and results of 
operations.

16

1717

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.

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.

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 recently authorized an additional five-year $2.0 billion share 
repurchase program, we are not obligated to make any purchases under the program and we may discontinue it at any time. For 
example, during the first quarter of 2020, the Company briefly suspended the payment of dividends and stock repurchases to 
bolster its cash position and maximize flexibility in response to uncertainty caused by the COVID-19 pandemic.

Risks Related to Our Class B Common Stock and Other Anti-Takeover Mechanisms

We are controlled by holders of our Class B common stock, whose interests may differ from other stockholders.

Holders of our Class B common stock, who consist of our Executive Chairman, Mr. Edward W. Stack, his relatives and various 
trusts established for the benefit of their families, control 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 the holders of Class B common stock may differ from the interests of our other 
stockholders and they may take actions with which our other stockholders disagree.

The issuance of Class B common stock and other anti-takeover mechanisms 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; 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. 

Risks Related to Third Parties and Legal and Regulatory Requirements

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

In fiscal 2021, we purchased merchandise from approximately 1,400 vendors. Purchases from Nike represented approximately 
17% of our total merchandise purchases. Although in fiscal 2021 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 (for example, in 
connection with the COVID-19 pandemic) 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 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. In recent years, a number of new laws and regulations have been adopted, 
enforcement of certain existing laws and regulations by federal, state and local agencies has been expanded, and the 
interpretation of certain laws and regulations have become increasingly complex. Some examples include, changes in, expanded 
enforcement of, or adoption of new federal, state or local laws and regulations governing minimum wage or living wage 
requirements; the classification of exempt and non-exempt employees; the distinction between employees and contractors; other 
wage, labor or workplace regulations; and data privacy and cybersecurity. Establishing the necessary internal infrastructure to 
allow for the monitoring and other compliance requirements required by these new laws and regulations and enforcement 
efforts requires expenditure of considerable Company resources. 

In addition, laws at the federal, state or local level 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; reducing the spread of COVID-19; 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. Continued monitoring and efforts to ensure compliance 
with these regulations require considerable expenditure of Company teammate time and money, which could detract from other 
operational initiatives.

Our sales and operating results could be adversely affected by product safety concerns.

If the products that we offer, whether via national brands or our vertical brands, do not meet applicable safety standards or our 
athletes’ expectations regarding safety, we could experience decreased sales, increased costs, and/or be exposed to legal and 
reputational risk. All of our vendors must comply with applicable product safety laws, and we are dependent on them to ensure 
that the products we buy comply with all safety standards. Negative customer perceptions regarding the safety and sourcing of 
the products we sell, and events that give rise to actual, potential, or perceived product safety concerns could expose us to 
government enforcement action and/or private litigation. Furthermore, reputational damage caused by real or perceived product 
safety concerns could have a negative impact on our sales and operating results. 

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, disputes with landlords and vendors due to the disruptions 
caused by the COVID-19 pandemic, claims from athletes or teammates alleging failure to maintain safe premises with respect 
to protocols relating to the COVID-19 pandemic, and other matters. 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. 

We sell firearms and ammunition in some of our stores. 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 athletes 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 and regulations as mandated by 
state and federal law and related to our policies on the sale of firearms and ammunition, or due to 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.

18
18

19

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.

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.

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 recently authorized an additional five-year $2.0 billion share 
repurchase program, we are not obligated to make any purchases under the program and we may discontinue it at any time. For 
example, during the first quarter of 2020, the Company briefly suspended the payment of dividends and stock repurchases to 

bolster its cash position and maximize flexibility in response to uncertainty caused by the COVID-19 pandemic.

Risks Related to Our Class B Common Stock and Other Anti-Takeover Mechanisms

We are controlled by holders of our Class B common stock, whose interests may differ from other stockholders.

Holders of our Class B common stock, who consist of our Executive Chairman, Mr. Edward W. Stack, his relatives and various 
trusts established for the benefit of their families, control 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 the holders of Class B common stock may differ from the interests of our other 

stockholders and they may take actions with which our other stockholders disagree.

The issuance of Class B common stock and other anti-takeover mechanisms 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; 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. 

timely fashion. 

Risks Related to Third Parties and Legal and Regulatory Requirements

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

In fiscal 2021, we purchased merchandise from approximately 1,400 vendors. Purchases from Nike represented approximately 
17% of our total merchandise purchases. Although in fiscal 2021 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 (for example, in 
connection with the COVID-19 pandemic) 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 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. In recent years, a number of new laws and regulations have been adopted, 
enforcement of certain existing laws and regulations by federal, state and local agencies has been expanded, and the 
interpretation of certain laws and regulations have become increasingly complex. Some examples include, changes in, expanded 
enforcement of, or adoption of new federal, state or local laws and regulations governing minimum wage or living wage 
requirements; the classification of exempt and non-exempt employees; the distinction between employees and contractors; other 
wage, labor or workplace regulations; and data privacy and cybersecurity. Establishing the necessary internal infrastructure to 
allow for the monitoring and other compliance requirements required by these new laws and regulations and enforcement 
efforts requires expenditure of considerable Company resources. 

In addition, laws at the federal, state or local level 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; reducing the spread of COVID-19; 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. Continued monitoring and efforts to ensure compliance 
with these regulations require considerable expenditure of Company teammate time and money, which could detract from other 
operational initiatives.

Our sales and operating results could be adversely affected by product safety concerns.

If the products that we offer, whether via national brands or our vertical brands, do not meet applicable safety standards or our 
athletes’ expectations regarding safety, we could experience decreased sales, increased costs, and/or be exposed to legal and 
reputational risk. All of our vendors must comply with applicable product safety laws, and we are dependent on them to ensure 
that the products we buy comply with all safety standards. Negative customer perceptions regarding the safety and sourcing of 
the products we sell, and events that give rise to actual, potential, or perceived product safety concerns could expose us to 
government enforcement action and/or private litigation. Furthermore, reputational damage caused by real or perceived product 
safety concerns could have a negative impact on our sales and operating results. 

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, disputes with landlords and vendors due to the disruptions 
caused by the COVID-19 pandemic, claims from athletes or teammates alleging failure to maintain safe premises with respect 
to protocols relating to the COVID-19 pandemic, and other matters. 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. 

We sell firearms and ammunition in some of our stores. 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 athletes 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 and regulations as mandated by 
state and federal law and related to our policies on the sale of firearms and ammunition, or due to 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.

18

1919

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 negatively impact our brand or 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. 

Changes to tax laws and regulations could adversely affect our financial results or condition. 

Our effective income tax rates could be unfavorably impacted by a number of factors, including changes in the valuation of 
deferred tax assets and liabilities; other changes in applicable tax laws, regulations, treaties, interpretations, and other guidance; 
changes in transfer pricing rules; and the outcome of income tax audits in various jurisdictions. Current economic and political 
considerations make tax rules in the United States and other applicable jurisdictions subject to significant change. Changes in 
applicable tax laws and regulations, or their interpretation and application, including the possibility of retroactive effect, could 
affect our income tax expense and profitability.

Poor performance of professional sports teams within our core regions of operation, as well as league-wide lockouts, strikes 
or cancellations, 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; league-wide lockouts or strikes; and disruptions to, cancellations of, or negative publicity regarding 
sports leagues and major sporting events due to the COVID-19 pandemic and related protocols, 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.

Risks Related to Our Indebtedness and Strategic Transactions

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 successfully integrate the acquired companies could have an adverse 
impact on our business.

We continually assess shareholder value and from time-to-time, we may enter into strategic alliances or acquire or invest in 
complementary companies or businesses. The success of strategic alliances, acquisitions, and 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 strategic alliances, acquisitions, or investments will produce the 
anticipated results within the expected time frame or at all. Strategic alliances, acquisitions, and investments may also result in 
the diversion of capital and our management's attention from other business issues and opportunities. 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. 

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. In addition to certain restrictions imposed by the terms of our revolving credit 
facility (“Revolving Credit Facility”), our 3.15% senior notes due 2032 (the “2032 Notes”) and our 4.10% senior notes due 
2052 (the “2052 Notes” and together with the 2032 Notes, the “Notes”), weakness in the capital markets could also 
negatively impact our access to capital.

The operation and growth of our business, including opening new stores, expanding our eCommerce business, implementing 
long-term initiatives, pursuing strategic acquisitions or investments, 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 Revolving Credit Facility contains provisions that limit 
certain of our subsidiaries’ ability to incur additional unsecured indebtedness, and our Revolving Credit Facility and the 
indenture that governs our Notes contain provisions that limit the Company’s and certain of our subsidiaries’ ability to incur 
secured indebtedness and our ability to sell all or substantially all of our assets, in each case subject to a number of exceptions 
and qualifications, the proceeds of which might otherwise be used to finance our operations. In the event of our insolvency, 
liquidation, dissolution or reorganization, the lenders under our Revolving Credit Facility and the holders of our Notes 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 Revolving Credit 
Facility is not sufficient to meet our capital needs, we may have to obtain additional financing. Any future constriction of the 
credit and public capital markets, including debt markets, or deterioration of our financial condition due to internal or external 
factors, could restrict or limit our ability to access capital and could increase the cost of financing sources. 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.

Our indebtedness and liabilities could limit the cash flow available for our operations and we may not be able to generate 
sufficient cash to service all of our indebtedness. We may be forced to take certain actions to satisfy our obligations under 
our indebtedness or we may experience a financial failure.

Our ability to make scheduled payments on or to refinance our debt obligations, including our $575 million of 3.25% 
convertible senior notes due 2025 (“Convertible Senior Notes”), $750 million of 2032 Notes and $750 million of 2052 Notes 
and our $1.6 billion Revolving Credit Facility, will depend on our financial and operating performance. If our cash flows and 
capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, 
sell assets or operations, seek additional capital or restructure or refinance our indebtedness, including the Convertible Senior 
Notes, the 2032 Notes, the 2052 Notes or the Revolving Credit Facility. We may not be able to take any of these actions, these 
actions may not be successful or may not permit us to meet our scheduled debt service obligations and these actions may not be 
permitted under the terms of our future debt agreements. In the absence of sufficient operating results and resources, we could 
face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service 
and other obligations. We may not be able to consummate those dispositions or obtain sufficient proceeds from those 
dispositions to meet our debt service and other obligations then due.

Our current and future indebtedness could have negative consequences for our business, results of operations and financial 
condition by, among other things: 

•
•
•

•
•

•

increasing our vulnerability to adverse economic and industry conditions; 

limiting our ability to obtain additional financing; 

will reduce the amount of cash available for other purposes; 

limiting our flexibility to plan for, or react to, changes in our business; 

requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which 

diluting the interests of our existing stockholders as a result of issuing shares of our common stock upon conversion of 

placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access 

the Convertible Senior Notes; and 

to capital. 

20
20

21

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 negatively impact our brand or 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. 

Changes to tax laws and regulations could adversely affect our financial results or condition. 

Our effective income tax rates could be unfavorably impacted by a number of factors, including changes in the valuation of 
deferred tax assets and liabilities; other changes in applicable tax laws, regulations, treaties, interpretations, and other guidance; 
changes in transfer pricing rules; and the outcome of income tax audits in various jurisdictions. Current economic and political 
considerations make tax rules in the United States and other applicable jurisdictions subject to significant change. Changes in 
applicable tax laws and regulations, or their interpretation and application, including the possibility of retroactive effect, could 

affect our income tax expense and profitability.

Poor performance of professional sports teams within our core regions of operation, as well as league-wide lockouts, strikes 
or cancellations, 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; league-wide lockouts or strikes; and disruptions to, cancellations of, or negative publicity regarding 
sports leagues and major sporting events due to the COVID-19 pandemic and related protocols, 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.

Risks Related to Our Indebtedness and Strategic Transactions

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 successfully integrate the acquired companies could have an adverse 

impact on our business.

We continually assess shareholder value and from time-to-time, we may enter into strategic alliances or acquire or invest in 
complementary companies or businesses. The success of strategic alliances, acquisitions, and 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 strategic alliances, acquisitions, or investments will produce the 

anticipated results within the expected time frame or at all. Strategic alliances, acquisitions, and investments may also result in 
the diversion of capital and our management's attention from other business issues and opportunities. 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. 

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. In addition to certain restrictions imposed by the terms of our revolving credit 
facility (“Revolving Credit Facility”), our 3.15% senior notes due 2032 (the “2032 Notes”) and our 4.10% senior notes due 
2052 (the “2052 Notes” and together with the 2032 Notes, the “Notes”), weakness in the capital markets could also 
negatively impact our access to capital.

The operation and growth of our business, including opening new stores, expanding our eCommerce business, implementing 
long-term initiatives, pursuing strategic acquisitions or investments, 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 Revolving Credit Facility contains provisions that limit 
certain of our subsidiaries’ ability to incur additional unsecured indebtedness, and our Revolving Credit Facility and the 
indenture that governs our Notes contain provisions that limit the Company’s and certain of our subsidiaries’ ability to incur 
secured indebtedness and our ability to sell all or substantially all of our assets, in each case subject to a number of exceptions 
and qualifications, the proceeds of which might otherwise be used to finance our operations. In the event of our insolvency, 
liquidation, dissolution or reorganization, the lenders under our Revolving Credit Facility and the holders of our Notes 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 Revolving Credit 
Facility is not sufficient to meet our capital needs, we may have to obtain additional financing. Any future constriction of the 
credit and public capital markets, including debt markets, or deterioration of our financial condition due to internal or external 
factors, could restrict or limit our ability to access capital and could increase the cost of financing sources. 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.

Our indebtedness and liabilities could limit the cash flow available for our operations and we may not be able to generate 
sufficient cash to service all of our indebtedness. We may be forced to take certain actions to satisfy our obligations under 
our indebtedness or we may experience a financial failure.

Our ability to make scheduled payments on or to refinance our debt obligations, including our $575 million of 3.25% 
convertible senior notes due 2025 (“Convertible Senior Notes”), $750 million of 2032 Notes and $750 million of 2052 Notes 
and our $1.6 billion Revolving Credit Facility, will depend on our financial and operating performance. If our cash flows and 
capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, 
sell assets or operations, seek additional capital or restructure or refinance our indebtedness, including the Convertible Senior 
Notes, the 2032 Notes, the 2052 Notes or the Revolving Credit Facility. We may not be able to take any of these actions, these 
actions may not be successful or may not permit us to meet our scheduled debt service obligations and these actions may not be 
permitted under the terms of our future debt agreements. In the absence of sufficient operating results and resources, we could 
face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service 
and other obligations. We may not be able to consummate those dispositions or obtain sufficient proceeds from those 
dispositions to meet our debt service and other obligations then due.

Our current and future indebtedness could have negative consequences for our business, results of operations and financial 
condition by, among other things: 

•
•
•

•
•

•

increasing our vulnerability to adverse economic and industry conditions; 
limiting our ability to obtain additional financing; 
requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which 
will reduce the amount of cash available for other purposes; 
limiting our flexibility to plan for, or react to, changes in our business; 
diluting the interests of our existing stockholders as a result of issuing shares of our common stock upon conversion of 
the Convertible Senior Notes; and 
placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access 
to capital. 

20

2121

Conversion of the Convertible Senior Notes or exercise of the warrants evidenced by the warrant transactions may dilute the 
ownership interest of existing stockholders, including noteholders who have previously converted their notes.

At our election, we may settle Convertible Senior Notes tendered for conversion entirely or partly in shares of our common 
stock. Furthermore, the warrants evidenced by the warrant transactions are expected to be settled on a net-share basis. As a 
result, the conversion of some or all of the Convertible Senior Notes or the exercise of some or all of such warrants may dilute 
the ownership interests of existing stockholders. Any sales in the public market of the common stock issuable upon such 
conversion of the Convertible Senior Notes or such exercise of the warrants could adversely affect prevailing market prices of 
our common stock. In addition, the existence of the Convertible Senior Notes may encourage short selling by market 
participants because the conversion of the Convertible Senior Notes could depress the price of our common stock.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

ITEM 2.  PROPERTIES

We lease all of our stores, which generally have initial lease terms of 10 to 15 years and 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 12 to 24 months before its opening. Our stores are primarily located in shopping centers in regional 
shopping areas, as well as in freestanding locations and malls.

In addition, our Revolving Credit Facility contains certain restrictive covenants, including covenants that limit certain of our 
subsidiaries’ ability to incur additional unsecured indebtedness, and our Revolving Credit Facility and the indenture that 
governs our Notes contain provisions that limit the Company’s and certain of our subsidiaries’ ability to incur secured 
indebtedness and our ability to sell all or substantially all of our assets, in each case subject to a number of exceptions and 
qualifications, among other things. Any future indebtedness that we may incur may contain, restrictive covenants that limit our 
ability to operate our business, raise capital or make payments under our other indebtedness. If we fail to comply with these 
covenants or to make payments under our indebtedness when due, then we would be in default under that indebtedness, which 
could, in turn, result in that and our other indebtedness becoming immediately payable in full.

Provisions in the indenture governing the Convertible Senior Notes and the indenture governing the 2032 Notes and the 
2052 Notes could delay or prevent an otherwise beneficial takeover of us.

Certain provisions in the indenture governing the Convertible Senior Notes and the indenture governing the 2032 Notes and the 
2052 Notes could make a third-party attempt to acquire us more difficult or expensive. For example, under the indenture 
governing the Convertible Senior Notes, if a takeover constitutes a fundamental change, then noteholders will have the right to 
require us to repurchase their Convertible Senior Notes for cash, and if a takeover constitutes a make-whole fundamental 
change, then we may be required to temporarily increase the conversion rate. Under the indenture governing the 2032 Notes 
and the 2052 Notes, if a takeover results in a change of control triggering event, then noteholders will have the right to require 
us to repurchase their 2032 Notes and 2052 Notes for cash equal to 101% of the aggregate principal amount of such notes. In 
either case, and in other cases, our obligations under the indenture governing the Convertible Senior Notes and the indenture 
governing the 2032 Notes and the 2052 Notes could increase the cost of acquiring us or otherwise discourage a third party from 
acquiring us or removing incumbent management, including in a transaction that noteholders or holders of our common stock 
may view as favorable.

The convertible note hedge and warrant transactions may affect the value of our common stock.

In connection with the issuance of the Convertible Senior Notes, we entered into privately negotiated convertible note hedge 
transactions with the hedge counterparties that cover, subject to customary anti-dilution adjustments, the number of shares of 
common stock that initially underlie the Convertible Senior Notes. Concurrently with the entry into the convertible note hedge 
transactions, we entered into separate, privately negotiated warrant transactions with the hedge counterparties collectively 
relating to the same number of shares of our common stock, subject to customary anti-dilution adjustments, and for which we 
will receive premiums to partially offset the cost of entering into the hedge transactions. 

The convertible note hedge transactions are intended to reduce the potential dilution with respect to our common stock or offset 
any potential cash payments we are required to make in excess of the principal amount of converted Convertible Senior Notes, 
as the case may be, upon any conversion of the Convertible Senior Notes. The warrant transactions could have a dilutive effect 
with respect to our common stock to the extent that the price per share of our common stock exceeds the strike price of the 
warrants evidenced by the warrant transactions. In connection with establishing and maintaining their initial hedge positions 
with respect to the convertible note hedge transactions and the warrant transactions, we understand that the hedge counterparties 
or their respective affiliates may modify their hedge positions with respect to the convertible note hedge transactions and the 
warrant transactions from time-to-time by purchasing or selling shares of our common stock or the Convertible Senior Notes in 
privately negotiated transactions or open-market transactions or by entering into or unwinding various over-the-counter 
derivative transactions with respect to our common stock.

The effect, if any, of these activities on the trading price of our common stock will depend on a variety of factors, including 
market conditions, and is uncertain at this time. Any of these activities could, however, adversely affect the trading price of our 
common stock.

We are subject to counterparty risk with respect to the convertible note hedge transactions.

The hedge counterparties are financial institutions, and we will be subject to the risk that they might default under certain of the 
convertible note hedge transactions. Our exposure to the credit risk of the hedge counterparties will not be secured by any 
collateral. Global economic conditions have from time-to-time resulted in the actual or perceived failure or financial difficulties 
of many financial institutions. If a hedge counterparty becomes subject to insolvency proceedings, we will become an 
unsecured creditor in those proceedings with a claim equal to our exposure at that time under our transactions with that hedge 
counterparty. Our exposure will depend on many factors, but, generally, the increase in our exposure will be correlated to the 
increase in the market price and in the volatility of our common stock. In addition, upon a default by a hedge counterparty, we 
may suffer adverse tax consequences and more dilution than we currently anticipate with respect to our common stock. We can 
provide no assurances as to the financial stability or viability of any hedge counterparty. 

22
22

23

Conversion of the Convertible Senior Notes or exercise of the warrants evidenced by the warrant transactions may dilute the 
ownership interest of existing stockholders, including noteholders who have previously converted their notes.

At our election, we may settle Convertible Senior Notes tendered for conversion entirely or partly in shares of our common 
stock. Furthermore, the warrants evidenced by the warrant transactions are expected to be settled on a net-share basis. As a 
result, the conversion of some or all of the Convertible Senior Notes or the exercise of some or all of such warrants may dilute 
the ownership interests of existing stockholders. Any sales in the public market of the common stock issuable upon such 
conversion of the Convertible Senior Notes or such exercise of the warrants could adversely affect prevailing market prices of 
our common stock. In addition, the existence of the Convertible Senior Notes may encourage short selling by market 
participants because the conversion of the Convertible Senior Notes could depress the price of our common stock.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

ITEM 2.  PROPERTIES

We lease all of our stores, which generally have initial lease terms of 10 to 15 years and 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 12 to 24 months before its opening. Our stores are primarily located in shopping centers in regional 
shopping areas, as well as in freestanding locations and malls.

In addition, our Revolving Credit Facility contains certain restrictive covenants, including covenants that limit certain of our 

subsidiaries’ ability to incur additional unsecured indebtedness, and our Revolving Credit Facility and the indenture that 

governs our Notes contain provisions that limit the Company’s and certain of our subsidiaries’ ability to incur secured 

indebtedness and our ability to sell all or substantially all of our assets, in each case subject to a number of exceptions and 
qualifications, among other things. Any future indebtedness that we may incur may contain, restrictive covenants that limit our 
ability to operate our business, raise capital or make payments under our other indebtedness. If we fail to comply with these 
covenants or to make payments under our indebtedness when due, then we would be in default under that indebtedness, which 

could, in turn, result in that and our other indebtedness becoming immediately payable in full.

Provisions in the indenture governing the Convertible Senior Notes and the indenture governing the 2032 Notes and the 

2052 Notes could delay or prevent an otherwise beneficial takeover of us.

Certain provisions in the indenture governing the Convertible Senior Notes and the indenture governing the 2032 Notes and the 

2052 Notes could make a third-party attempt to acquire us more difficult or expensive. For example, under the indenture 

governing the Convertible Senior Notes, if a takeover constitutes a fundamental change, then noteholders will have the right to 
require us to repurchase their Convertible Senior Notes for cash, and if a takeover constitutes a make-whole fundamental 
change, then we may be required to temporarily increase the conversion rate. Under the indenture governing the 2032 Notes 
and the 2052 Notes, if a takeover results in a change of control triggering event, then noteholders will have the right to require 
us to repurchase their 2032 Notes and 2052 Notes for cash equal to 101% of the aggregate principal amount of such notes. In 
either case, and in other cases, our obligations under the indenture governing the Convertible Senior Notes and the indenture 
governing the 2032 Notes and the 2052 Notes could increase the cost of acquiring us or otherwise discourage a third party from 
acquiring us or removing incumbent management, including in a transaction that noteholders or holders of our common stock 

may view as favorable.

The convertible note hedge and warrant transactions may affect the value of our common stock.

In connection with the issuance of the Convertible Senior Notes, we entered into privately negotiated convertible note hedge 
transactions with the hedge counterparties that cover, subject to customary anti-dilution adjustments, the number of shares of 
common stock that initially underlie the Convertible Senior Notes. Concurrently with the entry into the convertible note hedge 
transactions, we entered into separate, privately negotiated warrant transactions with the hedge counterparties collectively 
relating to the same number of shares of our common stock, subject to customary anti-dilution adjustments, and for which we 

will receive premiums to partially offset the cost of entering into the hedge transactions. 

The convertible note hedge transactions are intended to reduce the potential dilution with respect to our common stock or offset 
any potential cash payments we are required to make in excess of the principal amount of converted Convertible Senior Notes, 
as the case may be, upon any conversion of the Convertible Senior Notes. The warrant transactions could have a dilutive effect 
with respect to our common stock to the extent that the price per share of our common stock exceeds the strike price of the 
warrants evidenced by the warrant transactions. In connection with establishing and maintaining their initial hedge positions 
with respect to the convertible note hedge transactions and the warrant transactions, we understand that the hedge counterparties 
or their respective affiliates may modify their hedge positions with respect to the convertible note hedge transactions and the 
warrant transactions from time-to-time by purchasing or selling shares of our common stock or the Convertible Senior Notes in 

privately negotiated transactions or open-market transactions or by entering into or unwinding various over-the-counter 

derivative transactions with respect to our common stock.

The effect, if any, of these activities on the trading price of our common stock will depend on a variety of factors, including 
market conditions, and is uncertain at this time. Any of these activities could, however, adversely affect the trading price of our 

common stock.

We are subject to counterparty risk with respect to the convertible note hedge transactions.

The hedge counterparties are financial institutions, and we will be subject to the risk that they might default under certain of the 
convertible note hedge transactions. Our exposure to the credit risk of the hedge counterparties will not be secured by any 
collateral. Global economic conditions have from time-to-time resulted in the actual or perceived failure or financial difficulties 

of many financial institutions. If a hedge counterparty becomes subject to insolvency proceedings, we will become an 

unsecured creditor in those proceedings with a claim equal to our exposure at that time under our transactions with that hedge 
counterparty. Our exposure will depend on many factors, but, generally, the increase in our exposure will be correlated to the 
increase in the market price and in the volatility of our common stock. In addition, upon a default by a hedge counterparty, we 
may suffer adverse tax consequences and more dilution than we currently anticipate with respect to our common stock. We can 

provide no assurances as to the financial stability or viability of any hedge counterparty. 

22

2323

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

Facility Location

Conklin, New York

Atlanta, Georgia

Plainfield, Indiana

Goodyear, Arizona

Smithton, Pennsylvania

Type

Distribution 

Distribution

Distribution

Distribution

Distribution

Coraopolis, Pennsylvania

Customer Support Center

 Square Footage

Ownership

917,000

914,000

725,000

624,000

601,000

670,000

Owned

Leased

Leased

Owned

Leased

Owned

The land on which our CSC is built is subject to an underlying ground lease with Allegheny County Airport Authority, which 
expires in 2038. 

ITEM 3.  LEGAL PROCEEDINGS

We and our 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, we do not expect that any of such proceedings will have a material adverse effect on 
our financial position or results of operations.

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

As of January 29, 2022, we operated 861 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

DICK’S 
Sporting 
Goods (1)

Specialty 
Concept 
Stores (2)

Total

14 
9 
4 
58 
16 
11 
3 
1 
47 
24 
5 
32 
19 
7 
10 
12 
8 
4 
17 
19 
22 
10 
7 
14 
4 
4 
7 
19 
4 
43 
32 
1 
38 
8 
10 
39 
2 
12 
1 
17 
46 
5 
2 
27 
16 
6 
13 
1 

4 
3 
— 
7 
2 
3 
1 
— 
8 
2 
1 
6 
2 
3 
2 
1 
1 
— 
2 
3 
4 
4 
— 
2 
1 
2 
— 
3 
— 
4 
8 
— 
11 
2 
2 
10 
1 
2 
— 
2 
13 
1 
— 
4 
— 
1 
3 
— 

18 
12 
4 
65 
18 
14 
4 
1 
55 
26 
6 
38 
21 
10 
12 
13 
9 
4 
19 
22 
26 
14 
7 
16 
5 
6 
7 
22 
4 
47 
40 
1 
49 
10 
12 
49 
3 
14 
1 
19 
59 
6 
2 
31 
16 
7 
16 
1 

730 

131 

861 

Includes two new DICK’S House of Sport store prototypes which were relocations of former DICK’S Sporting Goods stores.

Includes our Golf Galaxy, Field & Stream and Public Lands stores, as well as the Company’s Going Going Gone! stores, and excludes temporary 
Warehouse Sale store locations. As of January 29, 2022, we operated 98 Golf Galaxy stores in 35 states, 20 Field & Stream stores in 13 states, 11 
Going Going Gone! stores in nine states, and two Public Lands stores in two 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 athletes. 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 counts, as applicable. As of January 29, 2022, we 
operated 28 combo stores. 

Total

(1)

(2)

24
24

25

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of January 29, 2022, we operated 861 stores in 47 states. The following table sets forth the number of stores by state:

DICK’S 

Sporting 

Goods (1)

Specialty 

Concept 

Stores (2)

Total

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

Facility Location

Conklin, New York

Atlanta, Georgia

Plainfield, Indiana

Goodyear, Arizona

Smithton, Pennsylvania

Type

Distribution 

Distribution

Distribution

Distribution

Distribution

Coraopolis, Pennsylvania

Customer Support Center

 Square Footage

Ownership

917,000

914,000

725,000

624,000

601,000

670,000

Owned

Leased

Leased

Owned

Leased

Owned

The land on which our CSC is built is subject to an underlying ground lease with Allegheny County Airport Authority, which 
expires in 2038. 

ITEM 3.  LEGAL PROCEEDINGS

We and our 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, we do not expect that any of such proceedings will have a material adverse effect on 
our financial position or results of operations.

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

18 
12 
4 
65 
18 
14 
4 
1 
55 
26 
6 
38 
21 
10 
12 
13 
9 
4 
19 
22 
26 
14 
7 
16 
5 
6 
7 
22 
4 
47 
40 
1 
49 
10 
12 
49 
3 
14 
1 
19 
59 
6 
2 
31 
16 
7 
16 
1 

730 

861 

Includes two new DICK’S House of Sport store prototypes which were relocations of former DICK’S Sporting Goods stores.

Includes our Golf Galaxy, Field & Stream and Public Lands stores, as well as the Company’s Going Going Gone! stores, and excludes temporary 
Warehouse Sale store locations. As of January 29, 2022, we operated 98 Golf Galaxy stores in 35 states, 20 Field & Stream stores in 13 states, 11 
Going Going Gone! stores in nine states, and two Public Lands stores in two 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 athletes. 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 counts, as applicable. As of January 29, 2022, we 

operated 28 combo stores. 

2525

14 

9 

4 

58 

16 

11 

3 

1 

47 

24 

5 

32 

19 

7 

10 

12 

8 

4 

17 

19 

22 

10 

7 

14 

4 

4 

7 

19 

4 

43 

32 

1 

38 

8 

10 

39 

2 

12 

1 

17 

46 

5 

2 

27 

16 

6 

13 

1 

— 

— 

4 

3 

7 

2 

3 

1 

8 

2 

1 

6 

2 

3 

2 

1 

1 

2 

3 

4 

4 

2 

1 

2 

— 

— 

— 

3 

— 

4 

8 

— 

11 

10 

2 

2 

1 

2 

— 

2 

13 

1 

— 

4 

— 

1 

3 

— 

131 

District of Columbia

State

Alabama

Arizona

Arkansas

California

Colorado

Connecticut

Delaware

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

(1)

(2)

24

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PART II

Issuer Purchases of Equity Securities

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”. We also have 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. 

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

As of March 18, 2022, there were 245 and 16 registered shareholders of our common stock and Class B common stock, 
respectively.

Comparison of 5 Year Cumulative Total Return 

The following graph compares the performance of our 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 27, 2017 in our common stock, the S&P 500 and the S&P Specialty Retail Index and that all dividends 
were reinvested.

The following table sets forth information with respect to common stock repurchases made during the three months ended 
January 29, 2022:

Total 

Number of 

Shares 

Purchased (a)

Average 

Price Paid 

Per Share

30,588  $ 

4,008,983  $ 

2,759,968  $ 

6,799,539  $ 

117.72 

109.01 

113.17 

110.74 

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 Plans or 

Programs (b)

9,572  $ 

603,949,250 

4,007,725  $ 

2,167,067,080 

2,758,911  $ 

1,854,842,388 

6,776,208 

Period

October 31, 2021 to November 27, 2021

November 28, 2021 to January 1, 2022

January 2, 2022 to January 29, 2022

   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 under a five-year $1.0 billion share repurchase program authorized by the Board of Directors on 

June 12, 2019 and under an additional $2.0 billion five-year share repurchase program authorized by the Board of 

Directors on December 16, 2021.

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

DKS

S&P 500

S&P Specialty Retail Index

ITEM 6.  [RESERVED]

300.00

200.00

100.00

0.00

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

9
1
/
3
/
5

9
1
/
2
/
8

9
1
/
1
/
1
1

0
2
/
1
3
/
1

0
2
/
1
/
5

0
2
/
1
3
/
7

0
2
/
0
3
/
0
1

1
2
/
9
2
/
1

1
2
/
0
3
/
4

1
2
/
0
3
/
7

1
2
/
9
2
/
0
1

2
2
/
8
2
/
1

Recent Sales of Unregistered Securities

During the quarter ended January 29, 2022, we issued 66 shares of our unregistered common stock to holders of our convertible 
senior notes due 2025 (“Convertible Senior Notes”) upon settlement of conversion of an immaterial aggregate principal amount 
of such notes. This share amount represents the conversion value of the Convertible Senior Notes in excess of the principal 
amount converted. These shares of our common stock were issued in reliance on the exemption from registration provided by 
Section 3(a)(9) of the Securities Act, and were offset by the receipt of 65 shares of our common stock pursuant to the exercise 
of certain convertible note hedge transactions, as described in greater detail in Part IV. Item 15. Exhibits and Financial 
Statement Schedules, Note 10–Convertible Senior Notes.

26
26

27

 
 
 
 
 
 
 
 
 
ISSUER PURCHASES OF EQUITY SECURITIES

Market Information and Dividend Policy 

PART II

Issuer Purchases of Equity Securities

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND 

The following table sets forth information with respect to common stock repurchases made during the three months ended 
January 29, 2022:

Shares of DICK’S Sporting Goods, Inc. common stock are listed and traded on the New York Stock Exchange (“NYSE”) under 
the symbol “DKS”. We also have 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. 

The declaration of dividends and the establishment of the per share amount, record dates and payment dates for any such future 
dividends are subject to the final determination of our Board of Directors, and are dependent upon multiple factors, including 

future earnings, cash flows, financial requirements and other considerations.

As of March 18, 2022, there were 245 and 16 registered shareholders of our common stock and Class B common stock, 

respectively.

Comparison of 5 Year Cumulative Total Return 

The following graph compares the performance of our 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 27, 2017 in our common stock, the S&P 500 and the S&P Specialty Retail Index and that all dividends 

were reinvested.

Period

October 31, 2021 to November 27, 2021

November 28, 2021 to January 1, 2022

January 2, 2022 to January 29, 2022

   Total

Total 
Number of 
Shares 
Purchased (a)

Average 
Price Paid 
Per Share

30,588  $ 

4,008,983  $ 

2,759,968  $ 

6,799,539  $ 

117.72 

109.01 

113.17 

110.74 

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 Plans or 
Programs (b)

9,572  $ 

603,949,250 

4,007,725  $ 

2,167,067,080 

2,758,911  $ 

1,854,842,388 

6,776,208 

(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 under a five-year $1.0 billion share repurchase program authorized by the Board of Directors on 
June 12, 2019 and under an additional $2.0 billion five-year share repurchase program authorized by the Board of 
Directors on December 16, 2021.

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

DKS

S&P 500

S&P Specialty Retail Index

ITEM 6.  [RESERVED]

300.00

200.00

100.00

0.00

26

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

9

1

/

3

/

5

9

1

/

2

/

8

9

1

/

1

/

1

1

0

2

/

1

3

/

1

0

2

/

1

/

5

0

2

/

1

3

/

7

0

2

/

0

3

/

0

1

1

2

/

9

2

/

1

1

2

/

0

3

/

4

1

2

/

0

3

/

7

1

2

/

9

2

/

0

1

2
2
/
8
2
/
1

Recent Sales of Unregistered Securities

During the quarter ended January 29, 2022, we issued 66 shares of our unregistered common stock to holders of our convertible 
senior notes due 2025 (“Convertible Senior Notes”) upon settlement of conversion of an immaterial aggregate principal amount 
of such notes. This share amount represents the conversion value of the Convertible Senior Notes in excess of the principal 
amount converted. These shares of our common stock were issued in reliance on the exemption from registration provided by 
Section 3(a)(9) of the Securities Act, and were offset by the receipt of 65 shares of our common stock pursuant to the exercise 

of certain convertible note hedge transactions, as described in greater detail in Part IV. Item 15. Exhibits and Financial 

Statement Schedules, Note 10–Convertible Senior Notes.

2727

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

How We Evaluate Our Operations

Senior management focuses on certain key indicators to monitor our performance including:

The following discussion and analysis should be read in conjunction with 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”.

Business Overview

We are a leading omni-channel sporting goods retailer offering an extensive assortment of authentic, high-quality sports 
equipment, apparel, footwear and accessories. In addition to DICK’S Sporting Goods stores, we own and operate Golf Galaxy, 
Field & Stream, Public Lands, and Going Going Gone! stores, and offer our products both online and through our mobile apps. 
We also own and operate DICK’S House of Sport and Golf Galaxy Performance Center, as well as GameChanger, a youth 
sports mobile app for video streaming, scorekeeping, scheduling and communications. When used in this Annual Report on 
Form 10-K, unless the context otherwise requires or specifies, any reference to “year” is to our fiscal year.

Our profitability is primarily influenced by the growth in consolidated same store sales, the strength of our gross margins 
derived from our omni-channel platform and our ability to manage expenses. We have grown from 676 DICK'S Sporting Goods 
stores at the end of fiscal 2016 to 730 DICK’S Sporting Goods stores at the end of fiscal 2021. Our current real estate strategy 
has resulted in a reduction in the rate at which we open new DICK’S Sporting Goods stores in recent years. We intend to 
continue this strategy over the next few years, which will allow us to continue to leverage the significant flexibility within our 
existing real estate portfolio to capitalize on future real estate opportunities as leases come up for renewal. We expect that our 
future real estate strategy will include growth in new retail concepts and experiential store prototypes. We deploy an in-house 
eCommerce platform, which allows for continued innovation and enhancements to our eCommerce websites and applications, 
new releases of our mobile and tablet apps, and the development of omni-channel capabilities that further integrate our online 
presence with our brick and mortar stores to increase athlete engagement, including ship-from-store, buy-online, pick-up in 
store or curbside and multi-channel marketing campaigns. 

Our eCommerce sales penetration to total net sales increased from approximately 12% in fiscal 2016 to approximately 16% in 
fiscal 2019. Our eCommerce sales growth further accelerated during the COVID-19 pandemic. Compared to fiscal 2019, 
eCommerce sales increased 81% in fiscal 2021, and eCommerce penetration grew to 21% of total net sales. Approximately 
70% of online sales during fiscal 2021 were fulfilled directly by our stores, which serve as localized points of distribution, and 
our stores enabled over 90% of fiscal 2021 sales through online fulfillment and in-person sales.

COVID-19 Update 

Following temporary store closures in the spring of fiscal 2020 due to the COVID-19 pandemic, our differentiated product 
assortment, supply chain, technological capabilities and omni-channel platform enabled us to capitalize on strong consumer 
demand as net sales increased 40.5% in fiscal 2021 compared to fiscal 2019. In response to the pandemic, we implemented 
additional safety and cleaning protocols at our stores, distribution centers and corporate offices, as well as provided a temporary 
15% pay premium program to our store and distribution center teammates through the end of fiscal 2020, resulting in $175 
million in COVID-related costs. Following the conclusion of our temporary 15% pay premium program, in fiscal 2021 we 
transitioned these teammates to compensation programs with a longer-term focus, including accelerated annual merit increases 
and higher wages. Other COVID-related costs decreased significantly beginning in the second quarter of 2021 in consideration 
of guidance from the Centers for Disease Control and Prevention, resulting in total COVID-related costs of $15 million in fiscal 
2021.

The effect that the COVID-19 pandemic may have on our future business remains uncertain, including the long-term economic 
outlook, inflation and its impact on consumer discretionary spending behavior when the pandemic ends. Additionally, 
COVID-19 has disrupted global supply chains, including factory closures and port congestion that have resulted in longer 
transit times and rising container and transportation costs, which we expect will continue to remain elevated in the near term. 
Although we have successfully managed these challenges thus far, our ability to continue to replenish our inventory to meet 
current levels of consumer demand could be impacted by further delays or disruptions to the flow of products from our key 
vendor partners and our vertical brand sources. Our fiscal 2022 outlook contemplates this uncertainty, and we plan to continue 
to actively manage any impacts of COVID-19 on our business.

•

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. 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 permanently closed or relocated during the applicable period have been excluded from same store sales 

results. 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. See further discussion of our consolidated same store sales within the 

“Results of Operations” section herein.

•

•

Earnings before taxes and the related operating margin – Our management views operating margin and earnings before 

taxes 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. 

Cash flows from operating activities – Cash flow generation supports our general liquidity needs and funds capital 

expenditures for our omni-channel platform, which include investments in new and existing stores and our eCommerce 

channel, distribution and administrative facilities, continuous improvements to 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 experience lower operating cash flows in our third fiscal quarter due to 

inventory purchases in advance of the holiday selling season, which normalizes in our fourth fiscal quarter. See 

discussion of our fiscal 2021 cash flows compared to fiscal 2020 in the “Liquidity and Capital Resources” section 

herein.

•

Quality of merchandise offerings – To measure acceptance of our merchandise offerings, we monitor sell-throughs, 

inventory turns, gross margins and markdown rates at the department and style level. This analysis helps us 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, we monitor various indicators, including new store 

productivity, sales per square foot, store operating contribution margin and store cash flow.

Due to temporary store closures and other actions taken in fiscal 2020 in response to the emergence of the COVID-19 
pandemic, our fiscal 2021 operating plan was based on our 2019 results. Accordingly, we have also included comparative 
results from fiscal 2019 in our discussion of results of operations for fiscal 2021.

Executive Summary

•

Net sales increased 28.3% to $12.29 billion in fiscal 2021 from $9.58 billion in fiscal 2020 and increased 40.5% from 

$8.75 billion in fiscal 2019.

◦ Consolidated same store sales increased 26.5% from fiscal 2020, which was on top of a 9.9% consolidated same 

store sales increase last year. Fiscal 2019 consolidated same store sales increased 3.7%.

◦

eCommerce sales increased 81% in the current year compared to fiscal 2019, a 9% decrease compared to fiscal 

• We reported net income of $1.52 billion, or $13.87 per diluted share in fiscal 2021, compared to $530.3 million, or 

$5.72 per diluted share, during fiscal 2020. Net income was $297.5 million, or $3.34 per diluted share, in fiscal 2019.

◦ Net income in the current year included $22.8 million of non-cash interest expense, net of tax, related to our 

convertible senior notes due 2025 (the “Convertible Senior Notes”) and earnings per diluted share included 11.3 

million shares from these notes that are designed to be offset at conversion by our bond hedge, which together 

decreased earnings per diluted share by $1.83.

◦ Net income in fiscal 2020 included $16.0 million of non-cash interest expense, net of tax, related to our 

Convertible Senior Notes and earnings per diluted share included 3.5 million shares from these notes that are 

designed to be offset at conversion by our bond hedge, which together decreased earnings per diluted share by 

2020.  

$0.40.

28
28

29

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

How We Evaluate Our Operations

The following discussion and analysis should be read in conjunction with 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 

OPERATIONS

Part I, Item 1A. “Risk Factors”.

Business Overview

We are a leading omni-channel sporting goods retailer offering an extensive assortment of authentic, high-quality sports 

equipment, apparel, footwear and accessories. In addition to DICK’S Sporting Goods stores, we own and operate Golf Galaxy, 
Field & Stream, Public Lands, and Going Going Gone! stores, and offer our products both online and through our mobile apps. 
We also own and operate DICK’S House of Sport and Golf Galaxy Performance Center, as well as GameChanger, a youth 
sports mobile app for video streaming, scorekeeping, scheduling and communications. When used in this Annual Report on 

Form 10-K, unless the context otherwise requires or specifies, any reference to “year” is to our fiscal year.

Our profitability is primarily influenced by the growth in consolidated same store sales, the strength of our gross margins 
derived from our omni-channel platform and our ability to manage expenses. We have grown from 676 DICK'S Sporting Goods 
stores at the end of fiscal 2016 to 730 DICK’S Sporting Goods stores at the end of fiscal 2021. Our current real estate strategy 
has resulted in a reduction in the rate at which we open new DICK’S Sporting Goods stores in recent years. We intend to 
continue this strategy over the next few years, which will allow us to continue to leverage the significant flexibility within our 
existing real estate portfolio to capitalize on future real estate opportunities as leases come up for renewal. We expect that our 
future real estate strategy will include growth in new retail concepts and experiential store prototypes. We deploy an in-house 
eCommerce platform, which allows for continued innovation and enhancements to our eCommerce websites and applications, 
new releases of our mobile and tablet apps, and the development of omni-channel capabilities that further integrate our online 
presence with our brick and mortar stores to increase athlete engagement, including ship-from-store, buy-online, pick-up in 

store or curbside and multi-channel marketing campaigns. 

Our eCommerce sales penetration to total net sales increased from approximately 12% in fiscal 2016 to approximately 16% in 
fiscal 2019. Our eCommerce sales growth further accelerated during the COVID-19 pandemic. Compared to fiscal 2019, 
eCommerce sales increased 81% in fiscal 2021, and eCommerce penetration grew to 21% of total net sales. Approximately 
70% of online sales during fiscal 2021 were fulfilled directly by our stores, which serve as localized points of distribution, and 

our stores enabled over 90% of fiscal 2021 sales through online fulfillment and in-person sales.

COVID-19 Update 

Following temporary store closures in the spring of fiscal 2020 due to the COVID-19 pandemic, our differentiated product 
assortment, supply chain, technological capabilities and omni-channel platform enabled us to capitalize on strong consumer 
demand as net sales increased 40.5% in fiscal 2021 compared to fiscal 2019. In response to the pandemic, we implemented 
additional safety and cleaning protocols at our stores, distribution centers and corporate offices, as well as provided a temporary 
15% pay premium program to our store and distribution center teammates through the end of fiscal 2020, resulting in $175 
million in COVID-related costs. Following the conclusion of our temporary 15% pay premium program, in fiscal 2021 we 
transitioned these teammates to compensation programs with a longer-term focus, including accelerated annual merit increases 
and higher wages. Other COVID-related costs decreased significantly beginning in the second quarter of 2021 in consideration 
of guidance from the Centers for Disease Control and Prevention, resulting in total COVID-related costs of $15 million in fiscal 

The effect that the COVID-19 pandemic may have on our future business remains uncertain, including the long-term economic 

outlook, inflation and its impact on consumer discretionary spending behavior when the pandemic ends. Additionally, 

COVID-19 has disrupted global supply chains, including factory closures and port congestion that have resulted in longer 
transit times and rising container and transportation costs, which we expect will continue to remain elevated in the near term. 
Although we have successfully managed these challenges thus far, our ability to continue to replenish our inventory to meet 
current levels of consumer demand could be impacted by further delays or disruptions to the flow of products from our key 
vendor partners and our vertical brand sources. Our fiscal 2022 outlook contemplates this uncertainty, and we plan to continue 

to actively manage any impacts of COVID-19 on our business.

2021.

28

Senior management focuses on certain key indicators to monitor our 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. 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 permanently closed or relocated during the applicable period have been excluded from same store sales 
results. 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. See further discussion of our consolidated same store sales within the 
“Results of Operations” section herein.

Earnings before taxes and the related operating margin – Our management views operating margin and earnings before 
taxes 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. 

Cash flows from operating activities – Cash flow generation supports our general liquidity needs and funds capital 
expenditures for our omni-channel platform, which include investments in new and existing stores and our eCommerce 
channel, distribution and administrative facilities, continuous improvements to 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 experience lower operating cash flows in our third fiscal quarter due to 
inventory purchases in advance of the holiday selling season, which normalizes in our fourth fiscal quarter. See 
discussion of our fiscal 2021 cash flows compared to fiscal 2020 in the “Liquidity and Capital Resources” section 
herein.

Quality of merchandise offerings – To measure acceptance of our merchandise offerings, we monitor sell-throughs, 
inventory turns, gross margins and markdown rates at the department and style level. This analysis helps us 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, we monitor various indicators, including new store 
productivity, sales per square foot, store operating contribution margin and store cash flow.

Due to temporary store closures and other actions taken in fiscal 2020 in response to the emergence of the COVID-19 
pandemic, our fiscal 2021 operating plan was based on our 2019 results. Accordingly, we have also included comparative 
results from fiscal 2019 in our discussion of results of operations for fiscal 2021.

Executive Summary

•

Net sales increased 28.3% to $12.29 billion in fiscal 2021 from $9.58 billion in fiscal 2020 and increased 40.5% from 
$8.75 billion in fiscal 2019.

◦ Consolidated same store sales increased 26.5% from fiscal 2020, which was on top of a 9.9% consolidated same 

store sales increase last year. Fiscal 2019 consolidated same store sales increased 3.7%.

◦

eCommerce sales increased 81% in the current year compared to fiscal 2019, a 9% decrease compared to fiscal 
2020.  

• We reported net income of $1.52 billion, or $13.87 per diluted share in fiscal 2021, compared to $530.3 million, or 

$5.72 per diluted share, during fiscal 2020. Net income was $297.5 million, or $3.34 per diluted share, in fiscal 2019.

◦ Net income in the current year included $22.8 million of non-cash interest expense, net of tax, related to our 

convertible senior notes due 2025 (the “Convertible Senior Notes”) and earnings per diluted share included 11.3 
million shares from these notes that are designed to be offset at conversion by our bond hedge, which together 
decreased earnings per diluted share by $1.83.

◦ Net income in fiscal 2020 included $16.0 million of non-cash interest expense, net of tax, related to our 

Convertible Senior Notes and earnings per diluted share included 3.5 million shares from these notes that are 
designed to be offset at conversion by our bond hedge, which together decreased earnings per diluted share by 
$0.40.

2929

◦

In fiscal 2021 and fiscal 2020, net income included approximately $15 million and $175 million of pre-tax 
expenses, or $0.10 and $1.40 per diluted share, net of tax, respectively, of teammate compensation and safety 
costs resulting from the COVID-19 pandemic. 

•

In addition, during fiscal 2021, we: 

◦

◦

◦

Declared and paid $603.0 million in dividends, including quarterly dividends and a special dividend in the 
amount of $5.50 per share, on our common stock and Class B common stock. The quarterly dividend of 
$0.4375 per share we paid in the third and fourth quarters represented a 21% increase over our previous 
quarterly dividend per share;

Repurchased 10.79 million shares of common stock under our share repurchase program for a total cost of $1.18 
billion; and 

Issued $1.5 billion of senior unsecured notes and concurrently replaced our revolving credit facility with a new 
unsecured $1.6 billion revolving credit facility (the “Credit Facility”) as part of our inaugural long-term 
investment grade debt issuance, ending fiscal 2021 with $2.6 billion of cash and cash equivalents and no 
borrowings under our Credit Facility.

•

The following table summarizes store openings and closings in fiscal 2021 and fiscal 2020:

DICK’S 
Sporting 
Goods (2)

Fiscal 2021
Specialty 
Concept 
Stores (1)

DICK’S 
Sporting 
Goods

Total

Fiscal 2020
Specialty 
Concept 
Stores (1)

728 

6 

4 
730 

11 

126 

8 

3 
131 

1 

854 

14 

7 
861 

12 

726 

7 

5 
728 

12 

124 

10 

8 
126 

3 

Total

850 

17 

13 
854 

15 

Beginning stores

New stores
Closed stores (3)
Ending stores 

Relocated stores 

(1)

(2)

(3)

Includes our Golf Galaxy, Field & Stream, Public Lands and Going Going Gone! stores, and excludes temporary 
Warehouse Sale store locations. 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 our athletes. 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.

Includes two new DICK'S House of Sport store prototypes which were relocations of former DICK'S Sporting Goods 
stores.

Includes our closure and sublease of four Field & Stream stores in fiscal 2020.

Results of Operations 

The following table presents, for the fiscal years indicated, selected items in the Consolidated Statements of Income as a 
percentage of our net sales, as well as the basis point change in percentage of net sales from fiscal 2021 to fiscal 2020 and 2019:

Basis Point 

Change in 

Percentage of 

Net Sales from 

Prior Year 

2020 - 2021(A)

Basis Point 

Change in 

Percentage of 

Net Sales from 

Two Years 

Ago 

2019 - 2021 (A)

2021

Fiscal Year

2020 (A)

2019 (A)

 100.00 %

 100.00 %

 100.00 %

N/A

Net sales (1)
Cost of goods sold, including occupancy 
and distribution costs (2)
Gross profit
Selling, general and administrative 
expenses (3)
Pre-opening expenses (4)
Income from operations
 (Gain) loss on sale of subsidiaries (5)
Interest expense

Other (income) expense

Income before income taxes

Provision for income taxes

Net income

Other Data:
Consolidated same store sales change (6)
Number of stores at end of period (7)
Total square feet at end of period (in 
millions) (7)

(650)

650

(231)

—

881

—

(4)

6

879

197

683

 61.67 

 38.33 

 21.67 

 0.11 

 16.55 

 — 

 0.47 

 (0.14) 

 16.22 

 3.86 

 68.17 

 31.83 

 23.98 

 0.11 

 7.74 

 — 

 0.51 

 (0.20) 

 7.43 

 1.89 

 70.81 

 29.19 

 24.84 

 0.06 

 4.29 

 (0.39) 

 0.19 

 (0.18) 

 4.66 

 1.26 

 12.36 %

 5.53 %

 3.40 %

 26.5 %

861

42.4 

 9.9 %

854

42.0 

 3.7 %

850

41.8 

N/A

(914)

914

(317)

1,226

5

39

28

4

1,156

260

896

(A)  Column does not add due to rounding.
(1)    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. The cards have no expiration date.

(2)  Cost of goods sold includes: the cost of merchandise (inclusive of vendor allowances, inventory shrinkage and inventory 
write-downs for the lower of cost or net realizable value); freight; distribution; shipping; and store occupancy costs. We 
define 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.

(3)  Selling, general and administrative expenses include store and field support payroll and fringe benefits, advertising, bank  
card charges, operating costs associated with our internal eCommerce platform, information systems, marketing, legal, 
accounting, other store expenses and all expenses associated with operating our customer support center.

(4)  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 we take possession of a site through the date the store opens.
(5)  Represents the gain recorded in connection with our sale of two technology subsidiaries, Blue Sombrero and Affinity Sports, 

in fiscal 2019.

30

30

31

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
◦

◦

billion; and 

◦

In fiscal 2021 and fiscal 2020, net income included approximately $15 million and $175 million of pre-tax 
expenses, or $0.10 and $1.40 per diluted share, net of tax, respectively, of teammate compensation and safety 

costs resulting from the COVID-19 pandemic. 

•

In addition, during fiscal 2021, we: 

◦

Declared and paid $603.0 million in dividends, including quarterly dividends and a special dividend in the 

amount of $5.50 per share, on our common stock and Class B common stock. The quarterly dividend of 

$0.4375 per share we paid in the third and fourth quarters represented a 21% increase over our previous 

quarterly dividend per share;

Repurchased 10.79 million shares of common stock under our share repurchase program for a total cost of $1.18 

Issued $1.5 billion of senior unsecured notes and concurrently replaced our revolving credit facility with a new 

unsecured $1.6 billion revolving credit facility (the “Credit Facility”) as part of our inaugural long-term 

investment grade debt issuance, ending fiscal 2021 with $2.6 billion of cash and cash equivalents and no 

borrowings under our Credit Facility.

•

The following table summarizes store openings and closings in fiscal 2021 and fiscal 2020:

DICK’S 

Sporting 

Goods (2)

Fiscal 2021

Specialty 

Concept 

Stores (1)

DICK’S 

Sporting 

Goods

Total

Fiscal 2020

Specialty 

Concept 

Stores (1)

Beginning stores

New stores

Closed stores (3)

Ending stores 

Relocated stores 

728 

6 

4 

730 

11 

126 

8 

3 

1 

131 

854 

14 

7 

861 

12 

726 

7 

5 

728 

12 

Total

850 

17 

13 
854 

15 

124 

10 

8 

126 

3 

Includes our Golf Galaxy, Field & Stream, Public Lands and Going Going Gone! stores, and excludes temporary 

Warehouse Sale store locations. 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 our athletes. 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, 

Includes two new DICK'S House of Sport store prototypes which were relocations of former DICK'S Sporting Goods 

(1)

(2)

(3)

as applicable.

stores.

Includes our closure and sublease of four Field & Stream stores in fiscal 2020.

Results of Operations 

The following table presents, for the fiscal years indicated, selected items in the Consolidated Statements of Income as a 
percentage of our net sales, as well as the basis point change in percentage of net sales from fiscal 2021 to fiscal 2020 and 2019:

Net sales (1)
Cost of goods sold, including occupancy 
and distribution costs (2)
Gross profit
Selling, general and administrative 
expenses (3)
Pre-opening expenses (4)
Income from operations
 (Gain) loss on sale of subsidiaries (5)
Interest expense

Other (income) expense

Income before income taxes

Provision for income taxes

Net income

Other Data:
Consolidated same store sales change (6)
Number of stores at end of period (7)
Total square feet at end of period (in 
millions) (7)

2021

 100.00 %

Fiscal Year
2020 (A)
 100.00 %

2019 (A)
 100.00 %

 61.67 

 38.33 

 21.67 

 0.11 

 16.55 

 — 

 0.47 

 (0.14) 

 16.22 

 3.86 

 68.17 

 31.83 

 23.98 

 0.11 

 7.74 

 — 

 0.51 

 (0.20) 

 7.43 

 1.89 

 70.81 

 29.19 

 24.84 

 0.06 

 4.29 

 (0.39) 

 0.19 

 (0.18) 

 4.66 

 1.26 

 12.36 %

 5.53 %

 3.40 %

 26.5 %
861

42.4 

 9.9 %
854

42.0 

 3.7 %
850

41.8 

Basis Point 
Change in 
Percentage of 
Net Sales from 
Prior Year 
2020 - 2021(A)
N/A

Basis Point 
Change in 
Percentage of 
Net Sales from 
Two Years 
Ago 
2019 - 2021 (A)
N/A

(650)

650

(231)

—

881

—

(4)

6

879

197

683

(914)

914

(317)

5

1,226

39

28

4

1,156

260

896

(A)  Column does not add due to rounding.
(1)    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. The cards have no expiration date.

(2)  Cost of goods sold includes: the cost of merchandise (inclusive of vendor allowances, inventory shrinkage and inventory 
write-downs for the lower of cost or net realizable value); freight; distribution; shipping; and store occupancy costs. We 
define 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.

(3)  Selling, general and administrative expenses include store and field support payroll and fringe benefits, advertising, bank  
card charges, operating costs associated with our internal eCommerce platform, information systems, marketing, legal, 
accounting, other store expenses and all expenses associated with operating our customer support center.

(4)  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 we take possession of a site through the date the store opens.
(5)  Represents the gain recorded in connection with our sale of two technology subsidiaries, Blue Sombrero and Affinity Sports, 

in fiscal 2019.

30

3131

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(6)   Consolidated same store sales include stores that were temporarily closed during fiscal 2020 as a result of the COVID-19 
pandemic. The method of calculating consolidated same store sales varies across the retail industry, including as to the 
treatment of temporary store closures as a result of the COVID-19 pandemic. Accordingly, our method of calculating this 
metric may not be the same as other retailers’ methods.

(7)  Includes our DICK’S Sporting Goods, Golf Galaxy, Field & Stream, Public Lands and Going Going Gone! stores. Excludes 

temporary locations.

Note - As retailers vary in how they record costs of operating their stores and supply chain between cost of goods sold and 
selling, general and administrative expenses, our gross profit rate and selling, general and administrative expenses rate may 
not be comparable to other retailers. For additional information regarding the types of costs classified within cost of goods 
sold, selling, general and administrative expenses or any other financial statement line items presented herein, refer to Note 
1–Basis of Presentation and Summary of Significant Accounting Policies included in Part IV. Item 15. Exhibits and Financial 
Statement Schedules of this Annual Report on Form 10-K.

A discussion regarding our financial condition and results of operations for the year ended January 29, 2022 (Fiscal 2021) 
compared to the year ended January 30, 2021 (Fiscal 2020) is presented below. A discussion regarding our financial condition 
and results of operations for the year ended January 30, 2021 (Fiscal 2020) compared to the year ended February 1, 2020 
(Fiscal 2019) can be found under Item 7 of Part II of our Annual Report on Form 10-K for the fiscal year ended January 30, 
2021, filed with the SEC on March 24, 2021.  

Fiscal 2021 Compared to Fiscal 2020

Net Sales

Net sales were $12.29 billion in fiscal 2021, a 28.3% increase from net sales of $9.58 billion in fiscal 2020, due primarily to a 
consolidated same store sales increase of $2.45 billion, or 26.5%, after giving effect to last year’s temporary store closures 
resulting from the COVID-19 pandemic. The remaining $261.6 million increase in net sales was primarily attributable to new 
and relocated stores. The increase in consolidated same store sales was driven by balanced growth across hardlines, apparel and 
footwear, and included an 18.8% increase in transactions and a 7.7% increase in sales per transaction. Additionally, our 
consolidated same store sales increase included an increase in brick and mortar sales of over 42%, while eCommerce sales 
decreased approximately 9% compared to the prior year, as both channels were impacted by last year’s temporary store 
closures. 

Compared to fiscal 2019, net sales increased approximately 40.5%. This included a 32.6% increase in brick and mortar sales 
and an 81% increase in eCommerce sales. eCommerce sales penetration as a percentage of net sales increased to approximately 
21% in the current year compared to approximately 16% during fiscal 2019. As expected, eCommerce sales penetration 
decreased in the current year from 30% of net sales in fiscal 2020.

Income from Operations

Income from operations increased to $2,034.5 million in fiscal 2021 from $741.5 million in fiscal 2020 and $375.6 million in 
fiscal 2019.

Gross profit increased 54.5% to $4,711.9 million in fiscal 2021 from $3,050.7 million in fiscal 2020 and increased as a 
percentage of net sales by 650 basis points due primarily to higher merchandise margin and occupancy leverage. Merchandise 
margin increased 407 basis points, which was driven by our differentiated product assortment and disciplined promotional 
strategy, as well as a favorable sales mix. In addition, merchandise cost increases resulting from higher supply chain and input 
costs were partially offset by selective price increases during the year. Occupancy costs, which after the cost of merchandise 
represents the largest item within our cost of goods sold, are generally fixed on a per store basis and fluctuate based on the 
number of stores that we operate. Our occupancy costs increased $14.2 million compared to fiscal 2020, but increased gross 
profit as a percentage of net sales by approximately 223 basis points due to the increase in net sales. The remaining increase in 
gross profit as a percentage of net sales included lower eCommerce shipping expense due primarily to a lower penetration of 
eCommerce sales compared to the prior year, partially offset by increased freight expenses due to continuing global supply 
chain disruptions following the start of the COVID-19 pandemic. Gross profit included approximately $23 million of COVID-
related compensation and safety costs in fiscal 2020.

Compared to fiscal 2019, gross profit increased approximately 914 basis points as a percentage of net sales, driven primarily by 
merchandise margin expansion of 626 basis points due to fewer promotions and a write-down of inventory related to the 
restructuring of our hunt business in fiscal 2019, and occupancy leverage of 336 basis points. These improvements were 
partially offset by higher freight costs due to the aforementioned global supply chain disruptions.

Selling, general and administrative expenses increased 15.9% to $2,664.1 million in the current year from $2,298.5 million in 
fiscal 2020, but decreased as a percentage of net sales by 231 basis points due primarily to leverage from the increase in sales. 
The $365.6 million increase was due primarily to current year cost increases to support the growth in net sales, last year’s 
operating expense reductions following our temporary store closures and higher incentive compensation expense, partially 
offset by lower contributions to The DICK’S Sporting Goods Foundation, as fiscal 2020 included a $30 million contribution to 
help jump-start youth sports programs struggling to return from the COVID-19 pandemic. Selling, general and administrative 
expenses included approximately $15 million and $152 million of COVID-related costs in fiscal 2021 and fiscal 2020, 
respectively. Prior year COVID-related costs were net of a $17 million benefit from employee retention tax credits provided by 
the Coronavirus Aid, Relief and Economic Security Act and included a temporary 15% pay premium program. In the current 
year, we transitioned store teammates to compensation programs with a longer-term focus, including increasing and 
accelerating annual merit increases and higher hourly wages, partially offsetting the year-over-year decrease in COVID-related 
costs. 

32
32

33

(6)   Consolidated same store sales include stores that were temporarily closed during fiscal 2020 as a result of the COVID-19 
pandemic. The method of calculating consolidated same store sales varies across the retail industry, including as to the 
treatment of temporary store closures as a result of the COVID-19 pandemic. Accordingly, our method of calculating this 

metric may not be the same as other retailers’ methods.

(7)  Includes our DICK’S Sporting Goods, Golf Galaxy, Field & Stream, Public Lands and Going Going Gone! stores. Excludes 

temporary locations.

Note - As retailers vary in how they record costs of operating their stores and supply chain between cost of goods sold and 
selling, general and administrative expenses, our gross profit rate and selling, general and administrative expenses rate may 
not be comparable to other retailers. For additional information regarding the types of costs classified within cost of goods 
sold, selling, general and administrative expenses or any other financial statement line items presented herein, refer to Note 
1–Basis of Presentation and Summary of Significant Accounting Policies included in Part IV. Item 15. Exhibits and Financial 

Statement Schedules of this Annual Report on Form 10-K.

A discussion regarding our financial condition and results of operations for the year ended January 29, 2022 (Fiscal 2021) 
compared to the year ended January 30, 2021 (Fiscal 2020) is presented below. A discussion regarding our financial condition 
and results of operations for the year ended January 30, 2021 (Fiscal 2020) compared to the year ended February 1, 2020 
(Fiscal 2019) can be found under Item 7 of Part II of our Annual Report on Form 10-K for the fiscal year ended January 30, 
2021, filed with the SEC on March 24, 2021.  

Fiscal 2021 Compared to Fiscal 2020

Net Sales

Net sales were $12.29 billion in fiscal 2021, a 28.3% increase from net sales of $9.58 billion in fiscal 2020, due primarily to a 
consolidated same store sales increase of $2.45 billion, or 26.5%, after giving effect to last year’s temporary store closures 
resulting from the COVID-19 pandemic. The remaining $261.6 million increase in net sales was primarily attributable to new 
and relocated stores. The increase in consolidated same store sales was driven by balanced growth across hardlines, apparel and 
footwear, and included an 18.8% increase in transactions and a 7.7% increase in sales per transaction. Additionally, our 
consolidated same store sales increase included an increase in brick and mortar sales of over 42%, while eCommerce sales 
decreased approximately 9% compared to the prior year, as both channels were impacted by last year’s temporary store 
closures. 

Compared to fiscal 2019, net sales increased approximately 40.5%. This included a 32.6% increase in brick and mortar sales 
and an 81% increase in eCommerce sales. eCommerce sales penetration as a percentage of net sales increased to approximately 
21% in the current year compared to approximately 16% during fiscal 2019. As expected, eCommerce sales penetration 
decreased in the current year from 30% of net sales in fiscal 2020.

Income from Operations

Income from operations increased to $2,034.5 million in fiscal 2021 from $741.5 million in fiscal 2020 and $375.6 million in 
fiscal 2019.

Gross profit increased 54.5% to $4,711.9 million in fiscal 2021 from $3,050.7 million in fiscal 2020 and increased as a 
percentage of net sales by 650 basis points due primarily to higher merchandise margin and occupancy leverage. Merchandise 
margin increased 407 basis points, which was driven by our differentiated product assortment and disciplined promotional 
strategy, as well as a favorable sales mix. In addition, merchandise cost increases resulting from higher supply chain and input 
costs were partially offset by selective price increases during the year. Occupancy costs, which after the cost of merchandise 
represents the largest item within our cost of goods sold, are generally fixed on a per store basis and fluctuate based on the 
number of stores that we operate. Our occupancy costs increased $14.2 million compared to fiscal 2020, but increased gross 
profit as a percentage of net sales by approximately 223 basis points due to the increase in net sales. The remaining increase in 
gross profit as a percentage of net sales included lower eCommerce shipping expense due primarily to a lower penetration of 
eCommerce sales compared to the prior year, partially offset by increased freight expenses due to continuing global supply 
chain disruptions following the start of the COVID-19 pandemic. Gross profit included approximately $23 million of COVID-
related compensation and safety costs in fiscal 2020.

Compared to fiscal 2019, gross profit increased approximately 914 basis points as a percentage of net sales, driven primarily by 
merchandise margin expansion of 626 basis points due to fewer promotions and a write-down of inventory related to the 
restructuring of our hunt business in fiscal 2019, and occupancy leverage of 336 basis points. These improvements were 
partially offset by higher freight costs due to the aforementioned global supply chain disruptions.

Selling, general and administrative expenses increased 15.9% to $2,664.1 million in the current year from $2,298.5 million in 
fiscal 2020, but decreased as a percentage of net sales by 231 basis points due primarily to leverage from the increase in sales. 
The $365.6 million increase was due primarily to current year cost increases to support the growth in net sales, last year’s 
operating expense reductions following our temporary store closures and higher incentive compensation expense, partially 
offset by lower contributions to The DICK’S Sporting Goods Foundation, as fiscal 2020 included a $30 million contribution to 
help jump-start youth sports programs struggling to return from the COVID-19 pandemic. Selling, general and administrative 
expenses included approximately $15 million and $152 million of COVID-related costs in fiscal 2021 and fiscal 2020, 
respectively. Prior year COVID-related costs were net of a $17 million benefit from employee retention tax credits provided by 
the Coronavirus Aid, Relief and Economic Security Act and included a temporary 15% pay premium program. In the current 
year, we transitioned store teammates to compensation programs with a longer-term focus, including increasing and 
accelerating annual merit increases and higher hourly wages, partially offsetting the year-over-year decrease in COVID-related 
costs. 

32

3333

Compared to fiscal 2019, selling, general and administrative expenses decreased as a percentage of net sales by 317 basis points 
due primarily to leverage from the increase in net sales, while increasing 22.6% from $2,173.7 million in fiscal 2019. The 
$490.4 million increase in selling, general and administrative expenses was due primarily to higher payroll and operating 
expenses incurred to support the increase in net sales, hourly wage rate investments and higher incentive compensation 
expense. Fiscal 2019 included hunt restructuring charges due to our removal of that department from 440 DICK’S Sporting 
Goods stores and our exit from eight Field & Stream stores, a non-cash asset impairment and the favorable settlement of a 
litigation contingency. 

Interest Expense

Interest expense increased to $57.8 million in fiscal 2021 compared to $48.8 million in fiscal 2020, due primarily to a full year 
of interest expense on our Convertible Senior Notes, which were issued in April 2020. Interest expense included non-cash debt 
discount amortization related to our Convertible Senior Notes of $30.8 million in the current year and $21.6 million in the prior 
year.

Convertible Senior Notes 

As of January 29, 2022, we have $575 million principal amount of Convertible Senior Notes outstanding. Cash interest accrues 
at a rate of 3.25% per year, payable semi-annually in arrears on April 15 and October 15. We currently anticipate that we will 
repay the principal amount of the Convertible Senior Notes in cash to minimize dilution, whether in connection with an early 
conversion of the Convertible Senior Notes or repayment at maturity in April 2025, using excess cash, free cash flow and 
borrowings on our Credit Facility.  

At January 29, 2022, the stock price conditions under which the Convertible Senior Notes could be convertible at the holders’ 
option were met. However, the Company has not received any material conversion requests through the filing date of this 
Annual Report on Form 10-K. There can be no assurance as to the availability of capital to fund such repayments, or to the 
extent that capital is available through additional debt issuances or refinancing of the Convertible Senior Notes, that such capital 
will be available on terms that are favorable to us. See Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 10–
Convertible Senior Notes for additional details.

Other Income

Capital Expenditures 

Other income decreased to $17.8 million in fiscal 2021 compared to $19.1 million in fiscal 2020. Other income primarily 
relates to changes in our deferred compensation plan investment values, which we account for by recognizing investment 
income or expense and recording a corresponding charge or reduction to selling, general and administrative costs.

Income Taxes

Our effective tax rate decreased to 23.8% in the current year from 25.5% in fiscal 2020. The current year effective tax rate was 
favorably impacted by the vesting of employee equity awards at a higher share price than awards that vested in the prior year.

Liquidity and Capital Resources

Our cash on hand at January 29, 2022 was $2.6 billion, which was further strengthened as a result of our issuance of $1.5 
billion investment-grade senior notes. We believe that we have sufficient cash flows from operations and cash on hand to 
operate our business for at least the next 12 months, supplemented by funds available under our new unsecured $1.6 billion 
Credit Facility, if necessary. We may require additional funding should we pursue strategic acquisitions, settle all or a portion 
of the Convertible Senior Notes, undertake share repurchases, pursue other investments or engage in store expansion rates in 
excess of historical levels. We had no revolving credit facility borrowings at any point during fiscal 2021.

The following sections describe the potential short and long term impacts to our liquidity and capital requirements. 

Our capital expenditures are primarily allocated toward the development of our omni-channel platform, including investments 
in new and existing stores and eCommerce technology, while we have also invested in our supply chain and corporate 
technology capabilities. In fiscal 2021, capital expenditures totaled $308.3 million on a gross basis and $268.1 million on a net 
basis, which includes tenant allowances provided by landlords. 

We anticipate that fiscal 2022 capital expenditures will be in a range of $340 to $365 million, net of tenant allowances provided 
by landlords. We expect our expenditures to be concentrated on improvements within our existing stores and new store 
development, as well as on continued investments in technology to enhance our store fulfillment and in-store pickup 
capabilities.

Share Repurchases 

From time-to-time, we may opportunistically repurchase shares of our common stock under favorable market conditions. In 
fiscal 2021, we repurchased approximately 10.79 million shares of our common stock for $1.18 billion. We currently operate 
under a $2.0 billion share repurchase program that was authorized by the Board of Directors in December 2021. As of January 
29, 2022, the available amount remaining under the December 2021 authorization was $1.85 billion.

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.

Leases

Dividends 

We lease all of our stores, three of our distribution centers and certain equipment under non-cancellable operating leases that 
expire at various dates through 2033. Over two-thirds of our DICK’S Sporting Goods stores will be up for lease renewal at our 
option over the next five years, and we plan to leverage the significant flexibility within our existing real estate portfolio to 
capitalize on future real estate opportunities. See Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 7–Leases 
for additional details.

Revolving Credit Facility  

We have available to us a $1.6 billion Credit Facility, which includes a maximum amount of $75 million to be issued in the 
form of letters of credit. As of January 29, 2022, there were no borrowings outstanding under the Credit Facility, and we have 
total remaining borrowing capacity, after adjusting for $16.1 million of standby letters of credit, of $1.58 billion. See Part IV. 
Item 15. Exhibits and Financial Statement Schedules, Note 8–Revolving Credit Facility for additional details. 

Senior Notes  

As of January 29, 2022, we have $750 million principal amount of senior notes due 2032 (the “2032 Notes”) and $750 million 
of senior notes due 2052 outstanding (the “2052 Notes” and together with the 2032 Notes, the “Senior Notes”). Cash interest 
accrues at a rate of 3.15% per year on the 2032 Notes and 4.10% per year on the 2052 Notes, each of which are payable semi-
annually in arrears on January 15 and July 15. See Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 9–Senior 
Notes for additional details. 

As of January 29, 2022, the Senior Notes were assigned long-term credit ratings by Moody’s and Standard & Poor’s rating 
agencies of Baa3 and BBB, respectively.

In fiscal 2021, we paid $603.0 million of dividends to our shareholders, which included a special dividend in the amount of 
$5.50 per share. On March 7, 2022, our Board of Directors declared an 11% increase in our quarterly cash dividend compared 
to the previous quarterly per share amount. The dividend of $0.4875 per share of common stock and Class B common stock is 
payable on March 25, 2022 to stockholders of record as of the close of business on March 18, 2022. 

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 are dependent upon multiple factors, including 
future earnings, cash flows, financial requirements and other considerations. 

Supply Chain Financing

We have entered into supply chain financing arrangements with several financial institutions, whereby suppliers have the 
opportunity to settle outstanding payment obligations early at a discount. In turn, we settle invoices with the financial 
institutions in accordance with the original supplier payment terms. Our rights and obligations to our suppliers, including 
amounts due and scheduled payment terms, are not impacted. Our liability associated with the funded participation in the 
arrangements, which is presented within accounts payable on the Consolidated Balance Sheet, was $76.0 million and $67.5 
million as of January 29, 2022 and January 30, 2021, respectively.

34
34

35

litigation contingency. 

Interest Expense

year.

Other Income

Income Taxes

Leases

for additional details.

Revolving Credit Facility  

Senior Notes  

Compared to fiscal 2019, selling, general and administrative expenses decreased as a percentage of net sales by 317 basis points 
due primarily to leverage from the increase in net sales, while increasing 22.6% from $2,173.7 million in fiscal 2019. The 
$490.4 million increase in selling, general and administrative expenses was due primarily to higher payroll and operating 

expenses incurred to support the increase in net sales, hourly wage rate investments and higher incentive compensation 

expense. Fiscal 2019 included hunt restructuring charges due to our removal of that department from 440 DICK’S Sporting 
Goods stores and our exit from eight Field & Stream stores, a non-cash asset impairment and the favorable settlement of a 

Interest expense increased to $57.8 million in fiscal 2021 compared to $48.8 million in fiscal 2020, due primarily to a full year 
of interest expense on our Convertible Senior Notes, which were issued in April 2020. Interest expense included non-cash debt 
discount amortization related to our Convertible Senior Notes of $30.8 million in the current year and $21.6 million in the prior 

Other income decreased to $17.8 million in fiscal 2021 compared to $19.1 million in fiscal 2020. Other income primarily 
relates to changes in our deferred compensation plan investment values, which we account for by recognizing investment 

income or expense and recording a corresponding charge or reduction to selling, general and administrative costs.

Our effective tax rate decreased to 23.8% in the current year from 25.5% in fiscal 2020. The current year effective tax rate was 
favorably impacted by the vesting of employee equity awards at a higher share price than awards that vested in the prior year.

Liquidity and Capital Resources

Our cash on hand at January 29, 2022 was $2.6 billion, which was further strengthened as a result of our issuance of $1.5 
billion investment-grade senior notes. We believe that we have sufficient cash flows from operations and cash on hand to 
operate our business for at least the next 12 months, supplemented by funds available under our new unsecured $1.6 billion 
Credit Facility, if necessary. We may require additional funding should we pursue strategic acquisitions, settle all or a portion 
of the Convertible Senior Notes, undertake share repurchases, pursue other investments or engage in store expansion rates in 

excess of historical levels. We had no revolving credit facility borrowings at any point during fiscal 2021.

The following sections describe the potential short and long term impacts to our liquidity and capital requirements. 

We lease all of our stores, three of our distribution centers and certain equipment under non-cancellable operating leases that 
expire at various dates through 2033. Over two-thirds of our DICK’S Sporting Goods stores will be up for lease renewal at our 
option over the next five years, and we plan to leverage the significant flexibility within our existing real estate portfolio to 
capitalize on future real estate opportunities. See Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 7–Leases 

We have available to us a $1.6 billion Credit Facility, which includes a maximum amount of $75 million to be issued in the 
form of letters of credit. As of January 29, 2022, there were no borrowings outstanding under the Credit Facility, and we have 
total remaining borrowing capacity, after adjusting for $16.1 million of standby letters of credit, of $1.58 billion. See Part IV. 

Item 15. Exhibits and Financial Statement Schedules, Note 8–Revolving Credit Facility for additional details. 

As of January 29, 2022, we have $750 million principal amount of senior notes due 2032 (the “2032 Notes”) and $750 million 
of senior notes due 2052 outstanding (the “2052 Notes” and together with the 2032 Notes, the “Senior Notes”). Cash interest 
accrues at a rate of 3.15% per year on the 2032 Notes and 4.10% per year on the 2052 Notes, each of which are payable semi-
annually in arrears on January 15 and July 15. See Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 9–Senior 

Notes for additional details. 

agencies of Baa3 and BBB, respectively.

As of January 29, 2022, the Senior Notes were assigned long-term credit ratings by Moody’s and Standard & Poor’s rating 

Convertible Senior Notes 

As of January 29, 2022, we have $575 million principal amount of Convertible Senior Notes outstanding. Cash interest accrues 
at a rate of 3.25% per year, payable semi-annually in arrears on April 15 and October 15. We currently anticipate that we will 
repay the principal amount of the Convertible Senior Notes in cash to minimize dilution, whether in connection with an early 
conversion of the Convertible Senior Notes or repayment at maturity in April 2025, using excess cash, free cash flow and 
borrowings on our Credit Facility.  

At January 29, 2022, the stock price conditions under which the Convertible Senior Notes could be convertible at the holders’ 
option were met. However, the Company has not received any material conversion requests through the filing date of this 
Annual Report on Form 10-K. There can be no assurance as to the availability of capital to fund such repayments, or to the 
extent that capital is available through additional debt issuances or refinancing of the Convertible Senior Notes, that such capital 
will be available on terms that are favorable to us. See Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 10–
Convertible Senior Notes for additional details.

Capital Expenditures 

Our capital expenditures are primarily allocated toward the development of our omni-channel platform, including investments 
in new and existing stores and eCommerce technology, while we have also invested in our supply chain and corporate 
technology capabilities. In fiscal 2021, capital expenditures totaled $308.3 million on a gross basis and $268.1 million on a net 
basis, which includes tenant allowances provided by landlords. 

We anticipate that fiscal 2022 capital expenditures will be in a range of $340 to $365 million, net of tenant allowances provided 
by landlords. We expect our expenditures to be concentrated on improvements within our existing stores and new store 
development, as well as on continued investments in technology to enhance our store fulfillment and in-store pickup 
capabilities.

Share Repurchases 

From time-to-time, we may opportunistically repurchase shares of our common stock under favorable market conditions. In 
fiscal 2021, we repurchased approximately 10.79 million shares of our common stock for $1.18 billion. We currently operate 
under a $2.0 billion share repurchase program that was authorized by the Board of Directors in December 2021. As of January 
29, 2022, the available amount remaining under the December 2021 authorization was $1.85 billion.

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 

In fiscal 2021, we paid $603.0 million of dividends to our shareholders, which included a special dividend in the amount of 
$5.50 per share. On March 7, 2022, our Board of Directors declared an 11% increase in our quarterly cash dividend compared 
to the previous quarterly per share amount. The dividend of $0.4875 per share of common stock and Class B common stock is 
payable on March 25, 2022 to stockholders of record as of the close of business on March 18, 2022. 

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 are dependent upon multiple factors, including 
future earnings, cash flows, financial requirements and other considerations. 

Supply Chain Financing

We have entered into supply chain financing arrangements with several financial institutions, whereby suppliers have the 
opportunity to settle outstanding payment obligations early at a discount. In turn, we settle invoices with the financial 
institutions in accordance with the original supplier payment terms. Our rights and obligations to our suppliers, including 
amounts due and scheduled payment terms, are not impacted. Our liability associated with the funded participation in the 
arrangements, which is presented within accounts payable on the Consolidated Balance Sheet, was $76.0 million and $67.5 
million as of January 29, 2022 and January 30, 2021, respectively.

34

3535

Cash Flows 

Changes in cash and cash equivalents for the last three fiscal years are as follows (in millions):

January 29, 
2022

Fiscal Year Ended
January 30, 
2021

February 1, 
2020

Shrink expense is accrued as a percentage of merchandise sales based on historical shrink trends. We perform physical 
inventories at our stores and distribution centers throughout the year. The shrink reserve represents the cumulative loss estimate 
for each of our 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.

Business Development Allowances

Net cash provided by operating activities

Net cash used in investing activities

Net cash (used in) provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

$ 

1,616.9  $ 

1,552.8  $ 

(344.0)   

(287.7)   

(0.1)   

(224.2)   

260.0 

0.1 

Net increase (decrease) in cash and cash equivalents

$ 

985.1  $ 

1,588.7  $ 

404.6 

(129.3) 

(319.6) 

— 

(44.3) 

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 we expect 
to receive 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 cooperative 
advertising, are recorded as a reduction to the related expense in the period that the expense is incurred. We record estimates of 
earned allowances based on the latest projected purchase volumes and advertising forecasts. 

Operating Activities

Cash flows provided by operating activities increased $64.1 million in fiscal 2021 compared to fiscal 2020. The increase was 
primarily due to higher earnings, partially offset by higher cash payments for inventory and accounts payable to replenish 
inventory following a 11.3% inventory decrease in fiscal 2020, which included precautionary reductions in inventory receipts in 
response to the COVID-19 pandemic, supply chain constraints and a 9.5% sales increase in fiscal 2020 compared to fiscal 2019. 
The remaining year-over-year decrease in operating cash flows was primarily due to our fiscal 2020 deferrals of rent payments 
in response to the COVID-19 pandemic that we paid in fiscal 2021 and qualified payroll tax deferrals and related payments as 
permitted by the CARES Act.

Investing Activities

Cash used in investing activities for fiscal 2021 was $344.0 million, an increase of $119.8 million compared to the prior year. 
Gross capital expenditures increased $84.2 million, which included investments to enhance the athlete experience in our 
existing stores, including merchandise presentation, improving the fitting and lesson experience in our golf business, and store 
remodel and facility investments. Cash used in investing activities in fiscal 2021 also reflected $45.4 million of deposits and 
other investing activities, which included progress payments for the purchase of corporate aircraft.

Financing Activities

Financing activities have historically consisted of capital return initiatives, including share repurchases and cash dividend 
payments, cash flows generated from stock option exercises and cash activity associated with our Credit Facility, or other 
financing sources. Cash flows used in financing activities for fiscal 2021 included over $1.1 billion in share repurchases and the 
payment of a special dividend of $5.50 per share, which was partially offset by our issuance of the Senior Notes that provided 
net proceeds of approximately $1.5 billion. Prior year cash flows provided by financing activities included precautionary 
measures we took in response to the COVID-19 pandemic during fiscal 2020, which included activities related to the issuance 
of the Convertible Senior Notes and the temporary suspension of share repurchases.

Critical Accounting Policies and Use of Estimates

Our significant accounting policies are described in Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 1–Basis 
of Presentation and Summary of Significant Accounting Policies. Critical accounting policies are those that we believe are both 
1) most important to the portrayal of our financial condition and results of operations and 2) require our 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 such policies may result in materially different amounts 
being reported under different conditions or using different assumptions.

We consider the following policies to be the most critical in understanding the judgments that are involved in preparing our 
consolidated financial statements.

Inventory Valuation

We value inventory using the lower of weighted average cost and net realizable value, which is generally based on the selling 
price expectations of the merchandise. We regularly review inventories to determine if the carrying value of the inventory 
exceeds net realizable value and, when determined necessary, record a reserve to reduce the carrying value to net realizable 
value. Changes in customer merchandise preference, current and anticipated demand, consumer spending, weather patterns, 
economic conditions, business trends or merchandising strategies could cause our inventory to be exposed to obsolescence or 
slow-moving merchandise. 

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 or asset. If these judgments or estimates change in the 
future, we may be required to record impairment charges for these assets.  

Our goodwill impairment test compares the fair value of each reporting unit to its carrying value. We determine the fair value of 
our reporting units using a combination of an income approach and a market approach. Estimates may differ from actual results 
due to, among other things, economic conditions, changes to our 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 our 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 of the reporting unit 
to its fair value. As of January 29, 2022, we had no reporting units at risk of impairment. 

Similar to our test for impairment of goodwill, the impairment test for indefinite-lived intangible assets involves comparing 
their estimated fair values to their carrying values. We estimate the fair value of indefinite-lived intangible assets, which are 
comprised almost entirely of trademarks and trade names, based on an income approach using the relief-from-royalty method, 
which assumes that, in lieu of ownership, a third-party would be willing to pay a royalty in order to derive a benefit from these 
types of assets. This approach is dependent on a number of factors, including estimates of future sales projections and growth, 
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, we may be exposed to material losses. We recognize an 
impairment charge when the estimated fair value of the intangible asset is less than its carrying value. We recorded no such 
impairments in fiscal 2021 or 2020.

Impairment of Long-Lived Assets 

We review 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 independent 
cash flows can be identified, which is typically the store level. We use 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, we make assumptions about 
key store variables that incorporate local market conditions, 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. 

Self-Insurance

We are 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.

36
36

37

 
 
 
 
 
 
Cash Flows 

Changes in cash and cash equivalents for the last three fiscal years are as follows (in millions):

Fiscal Year Ended

January 29, 

January 30, 

2022

2021

February 1, 
2020

Shrink expense is accrued as a percentage of merchandise sales based on historical shrink trends. We perform physical 
inventories at our stores and distribution centers throughout the year. The shrink reserve represents the cumulative loss estimate 
for each of our 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.

Business Development Allowances

Net cash provided by operating activities

Net cash used in investing activities

Net cash (used in) provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

$ 

1,616.9  $ 

1,552.8  $ 

(344.0)   

(287.7)   

(0.1)   

(224.2)   

260.0 

0.1 

Net increase (decrease) in cash and cash equivalents

$ 

985.1  $ 

1,588.7  $ 

404.6 

(129.3) 

(319.6) 

— 

(44.3) 

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 we expect 
to receive 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 cooperative 
advertising, are recorded as a reduction to the related expense in the period that the expense is incurred. We record estimates of 
earned allowances based on the latest projected purchase volumes and advertising forecasts. 

Operating Activities

Cash flows provided by operating activities increased $64.1 million in fiscal 2021 compared to fiscal 2020. The increase was 
primarily due to higher earnings, partially offset by higher cash payments for inventory and accounts payable to replenish 
inventory following a 11.3% inventory decrease in fiscal 2020, which included precautionary reductions in inventory receipts in 
response to the COVID-19 pandemic, supply chain constraints and a 9.5% sales increase in fiscal 2020 compared to fiscal 2019. 
The remaining year-over-year decrease in operating cash flows was primarily due to our fiscal 2020 deferrals of rent payments 
in response to the COVID-19 pandemic that we paid in fiscal 2021 and qualified payroll tax deferrals and related payments as 

permitted by the CARES Act.

Investing Activities

Cash used in investing activities for fiscal 2021 was $344.0 million, an increase of $119.8 million compared to the prior year. 

Gross capital expenditures increased $84.2 million, which included investments to enhance the athlete experience in our 

existing stores, including merchandise presentation, improving the fitting and lesson experience in our golf business, and store 
remodel and facility investments. Cash used in investing activities in fiscal 2021 also reflected $45.4 million of deposits and 

other investing activities, which included progress payments for the purchase of corporate aircraft.

Financing Activities

Financing activities have historically consisted of capital return initiatives, including share repurchases and cash dividend 
payments, cash flows generated from stock option exercises and cash activity associated with our Credit Facility, or other 
financing sources. Cash flows used in financing activities for fiscal 2021 included over $1.1 billion in share repurchases and the 
payment of a special dividend of $5.50 per share, which was partially offset by our issuance of the Senior Notes that provided 
net proceeds of approximately $1.5 billion. Prior year cash flows provided by financing activities included precautionary 
measures we took in response to the COVID-19 pandemic during fiscal 2020, which included activities related to the issuance 

of the Convertible Senior Notes and the temporary suspension of share repurchases.

Critical Accounting Policies and Use of Estimates

Our significant accounting policies are described in Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 1–Basis 
of Presentation and Summary of Significant Accounting Policies. Critical accounting policies are those that we believe are both 

1) most important to the portrayal of our financial condition and results of operations and 2) require our 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 such policies may result in materially different amounts 

being reported under different conditions or using different assumptions.

We consider the following policies to be the most critical in understanding the judgments that are involved in preparing our 

consolidated financial statements.

Inventory Valuation

We value inventory using the lower of weighted average cost and net realizable value, which is generally based on the selling 
price expectations of the merchandise. We regularly review inventories to determine if the carrying value of the inventory 
exceeds net realizable value and, when determined necessary, record a reserve to reduce the carrying value to net realizable 
value. Changes in customer merchandise preference, current and anticipated demand, consumer spending, weather patterns, 
economic conditions, business trends or merchandising strategies could cause our inventory to be exposed to obsolescence or 

slow-moving merchandise. 

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 or asset. If these judgments or estimates change in the 
future, we may be required to record impairment charges for these assets.  

Our goodwill impairment test compares the fair value of each reporting unit to its carrying value. We determine the fair value of 
our reporting units using a combination of an income approach and a market approach. Estimates may differ from actual results 
due to, among other things, economic conditions, changes to our 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 our 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 of the reporting unit 
to its fair value. As of January 29, 2022, we had no reporting units at risk of impairment. 

Similar to our test for impairment of goodwill, the impairment test for indefinite-lived intangible assets involves comparing 
their estimated fair values to their carrying values. We estimate the fair value of indefinite-lived intangible assets, which are 
comprised almost entirely of trademarks and trade names, based on an income approach using the relief-from-royalty method, 
which assumes that, in lieu of ownership, a third-party would be willing to pay a royalty in order to derive a benefit from these 
types of assets. This approach is dependent on a number of factors, including estimates of future sales projections and growth, 
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, we may be exposed to material losses. We recognize an 
impairment charge when the estimated fair value of the intangible asset is less than its carrying value. We recorded no such 
impairments in fiscal 2021 or 2020.

Impairment of Long-Lived Assets 

We review 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 independent 
cash flows can be identified, which is typically the store level. We use 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, we make assumptions about 
key store variables that incorporate local market conditions, 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. 

Self-Insurance

We are 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.

36

3737

 
 
 
 
 
 
Stock-Based Compensation

We account for stock-based compensation in accordance with fair value recognition provisions. We use the Black-Scholes 
pricing model to estimate fair value of our stock options, which requires the input of multiple assumptions, such as the length of 
time employees will retain their vested stock options before exercising them (“expected term”), the volatility of our 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

We maintain our Credit Facility to support potential liquidity and capital needs. The interest rate under our current Credit 
Facility is variable and is benchmarked to, at our option, a base rate or an adjusted secured overnight financing rate (“SOFR”) 
plus, in each case, an applicable margin percentage. As of January 29, 2022, there were no outstanding borrowings under the 
Credit Facility, and we did not draw on our current or former Credit Facility during fiscal 2021. Accordingly, a hypothetical 
100 basis point increase or decrease in interest rates would not have materially affected our financial condition, results of 
operations or cash flows. 

The cash coupons on our Senior Notes and Convertible Senior Notes are fixed. Accordingly interest expense related to these 
instruments is not affected by interest rate fluctuations. However, the fair value of our fixed rate debt will generally fluctuate 
with movements of interest rates. The fair value of our debt instruments with fixed interest rates is disclosed in Part IV. Item 15. 
Exhibits and Financial Statement Schedules, Note 11–Fair Value Measurements.

Credit Risk

In April 2020, we issued the Convertible Senior Notes. In connection with the issuance of the Convertible Senior Notes, we 
also entered into five-year convertible bond hedges with several parties (“the counterparties”) and/or certain of their affiliates. 
Subject to the movement in our common stock price, we could be exposed to credit risk arising out of settling the convertible 
bond hedges. Based on our review of the possible settlements and the credit strength of the counterparties and their affiliates, 
we believe that we do not have a material exposure to credit risk as a result of these transactions.

Impact of Inflation

Inflationary factors such as increases in the cost of our products, overhead costs or wage rates 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 adversely impact consumer demand or have an adverse effect on our 
ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of net sales if 
the selling prices of our products do not increase with inflation.

Seasonality and Quarterly Results

Our business is subject to seasonal influences, including the success of holiday selling season and the impact of unseasonable 
weather conditions. Although our highest sales and operating income results have historically occurred in the second and fourth 
fiscal quarters, our business has increasingly been less affected by seasonal fluctuations in recent years. However, results for 
any quarter are not necessarily indicative of the results that may be achieved for the fiscal year.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required to be filed hereunder are set forth on pages 47 through 71 of this Annual Report on Form 10-
K.

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

None.

38
38

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 January 29, 2022, 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

The Company’s 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.

The Company’s 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 January 29, 2022.

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

During the fourth quarter of fiscal 2021, there were no changes in the Company’s internal controls over financial reporting that 
materially affected, or are reasonably likely to materially affect, the Company’s internal controls 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 a 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.

39

Stock-Based Compensation

We account for stock-based compensation in accordance with fair value recognition provisions. We use the Black-Scholes 
pricing model to estimate fair value of our stock options, which requires the input of multiple assumptions, such as the length of 
time employees will retain their vested stock options before exercising them (“expected term”), the volatility of our 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

We maintain our Credit Facility to support potential liquidity and capital needs. The interest rate under our current Credit 
Facility is variable and is benchmarked to, at our option, a base rate or an adjusted secured overnight financing rate (“SOFR”) 
plus, in each case, an applicable margin percentage. As of January 29, 2022, there were no outstanding borrowings under the 
Credit Facility, and we did not draw on our current or former Credit Facility during fiscal 2021. Accordingly, a hypothetical 
100 basis point increase or decrease in interest rates would not have materially affected our financial condition, results of 

operations or cash flows. 

The cash coupons on our Senior Notes and Convertible Senior Notes are fixed. Accordingly interest expense related to these 
instruments is not affected by interest rate fluctuations. However, the fair value of our fixed rate debt will generally fluctuate 
with movements of interest rates. The fair value of our debt instruments with fixed interest rates is disclosed in Part IV. Item 15. 

Exhibits and Financial Statement Schedules, Note 11–Fair Value Measurements.

Credit Risk

Impact of Inflation

In April 2020, we issued the Convertible Senior Notes. In connection with the issuance of the Convertible Senior Notes, we 
also entered into five-year convertible bond hedges with several parties (“the counterparties”) and/or certain of their affiliates. 
Subject to the movement in our common stock price, we could be exposed to credit risk arising out of settling the convertible 
bond hedges. Based on our review of the possible settlements and the credit strength of the counterparties and their affiliates, 

we believe that we do not have a material exposure to credit risk as a result of these transactions.

Inflationary factors such as increases in the cost of our products, overhead costs or wage rates 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 adversely impact consumer demand or have an adverse effect on our 
ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of net sales if 

the selling prices of our products do not increase with inflation.

Seasonality and Quarterly Results

Our business is subject to seasonal influences, including the success of holiday selling season and the impact of unseasonable 
weather conditions. Although our highest sales and operating income results have historically occurred in the second and fourth 
fiscal quarters, our business has increasingly been less affected by seasonal fluctuations in recent years. However, results for 

any quarter are not necessarily indicative of the results that may be achieved for the fiscal year.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required to be filed hereunder are set forth on pages 47 through 71 of this Annual Report on Form 10-

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

DISCLOSURE

None.

K.

38

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 January 29, 2022, 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

The Company’s 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.

The Company’s 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 January 29, 2022.

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

During the fourth quarter of fiscal 2021, there were no changes in the Company’s internal controls over financial reporting that 
materially affected, or are reasonably likely to materially affect, the Company’s internal controls 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 a 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.

3939

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  

ITEM 9B.  OTHER INFORMATION

To the stockholders and the Board of Directors of DICK’S Sporting Goods, Inc.

None.   

Opinion on Internal Control over Financial Reporting

ITEM 9C.  DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

We have audited the internal control over financial reporting of DICK’S Sporting Goods, Inc. and subsidiaries (the 
“Company”) as of January 29, 2022, 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 January 29, 2022, 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 January 29, 2022, of the Company and our report 
dated March 23, 2022, 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 23, 2022

Not Applicable.

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 2022 Annual Meeting of Stockholders (“2022 Proxy Statement”) and 
is incorporated herein by reference.

(b) Information with respect to Executive Officers of the Company is set forth in Part I, Item 1 “Business.”

(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 2022 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 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 2022 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 2022 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.

40
40

41

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  

ITEM 9B.  OTHER INFORMATION

To the stockholders and the Board of Directors of DICK’S Sporting Goods, Inc.

None.   

Opinion on Internal Control over Financial Reporting

ITEM 9C.  DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

We have audited the internal control over financial reporting of DICK’S Sporting Goods, Inc. and subsidiaries (the 

“Company”) as of January 29, 2022, 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 January 29, 2022, 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 January 29, 2022, of the Company and our report 

dated March 23, 2022, 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 23, 2022

Not Applicable.

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 2022 Annual Meeting of Stockholders (“2022 Proxy Statement”) and 
is incorporated herein by reference.

(b) Information with respect to Executive Officers of the Company is set forth in Part I, Item 1 “Business.”

(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 2022 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 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 2022 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 2022 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.

40

4141

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

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 44 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 77 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 72 to 74 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.

Part of the information required by this Item will be set forth under the caption “Stock Ownership” in the Company’s 2022 
Proxy Statement and is incorporated herein by reference. The following table summarizes information, as of January 29, 2022, 
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
(a)

Weighted Average 
Exercise Price of 
Outstanding Options
(b)

3,674,772 

$ 

21.78 

— 

3,674,772 

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

8,726,638  (2)

— 

8,726,638 

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 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) 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 “Transactions with Related Persons” and “Board 
Independence” in the Company’s 2022 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 2022 Proxy Statement 
and is incorporated herein by reference.

42
42

43

 
 
 
 
 
 
 
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND 

PART IV

RELATED STOCKHOLDER MATTERS

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 44 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 77 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 72 to 74 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.

Part of the information required by this Item will be set forth under the caption “Stock Ownership” in the Company’s 2022 
Proxy Statement and is incorporated herein by reference. The following table summarizes information, as of January 29, 2022, 
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

(a)

Weighted Average 

Exercise Price of 

Outstanding Options

(b)

3,674,772 

$ 

21.78 

— 

3,674,772 

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

(c)

8,726,638  (2)

— 

8,726,638 

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 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) 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 “Transactions with Related Persons” and “Board 

Independence” in the Company’s 2022 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 2022 Proxy Statement 

and is incorporated herein by reference.

42

4343

 
 
 
 
 
 
 
 
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report of Independent Registered Public Accounting Firm (PCAOB ID 34)

Consolidated Statements of Income for the Fiscal Years Ended January 29, 2022, January 30, 2021, and February 1, 

2020

Consolidated Statements of Comprehensive Income for the Fiscal Years Ended January 29, 2022, January 30, 2021, 

and February 1, 2020

Consolidated Balance Sheets as of January 29, 2022 and January 30, 2021

Consolidated Statements of Changes in Stockholders' Equity for the Fiscal Years Ended January 29, 2022, January 

30, 2021, and February 1, 2020

Consolidated Statements of Cash Flows for the Fiscal Years Ended January 29, 2022, January 30, 2021, and 

February 1, 2020

Notes to Consolidated Financial Statements for the Fiscal Years Ended January 29, 2022, January 30, 2021, and 

February 1, 2020

Page
45

47

48

49

50

51

52 - 71

To the stockholders and the 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 January 29, 2022 and January 30, 2021, 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 January 29, 2022, 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 January 29, 2022 and January 30, 2021, and the results of its 
operations and its cash flows for each of the three years in the period ended January 29, 2022, 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 January 29, 2022, 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 23, 2022 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.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that 
was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that 
are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The 
communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and 
we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the 
accounts or disclosures to which it relates.

Inventory Valuation— Refer to Note 1 to the financial statements

Critical Audit Matter Description

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. Inventories, net and the inventory valuation reserve at January 29, 2022, totaled 
$2.3 billion and $24.4 million, respectively. 

We identified the inventory valuation reserve as a critical audit matter because of the extent of audit judgment and effort 
required to evaluate management’s estimate and assumptions due to the subjective nature of the estimate described above.

44

44

45

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report of Independent Registered Public Accounting Firm (PCAOB ID 34)

Consolidated Statements of Income for the Fiscal Years Ended January 29, 2022, January 30, 2021, and February 1, 

Consolidated Statements of Comprehensive Income for the Fiscal Years Ended January 29, 2022, January 30, 2021, 

Consolidated Balance Sheets as of January 29, 2022 and January 30, 2021

Consolidated Statements of Changes in Stockholders' Equity for the Fiscal Years Ended January 29, 2022, January 

30, 2021, and February 1, 2020

Consolidated Statements of Cash Flows for the Fiscal Years Ended January 29, 2022, January 30, 2021, and 

Notes to Consolidated Financial Statements for the Fiscal Years Ended January 29, 2022, January 30, 2021, and 

2020

and February 1, 2020

February 1, 2020

February 1, 2020

Page

45

47

48

49

50

51

52 - 71

To the stockholders and the 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 January 29, 2022 and January 30, 2021, 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 January 29, 2022, 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 January 29, 2022 and January 30, 2021, and the results of its 
operations and its cash flows for each of the three years in the period ended January 29, 2022, 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 January 29, 2022, 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 23, 2022 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.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that 
was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that 
are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The 
communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and 
we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the 
accounts or disclosures to which it relates.

Inventory Valuation— Refer to Note 1 to the financial statements

Critical Audit Matter Description

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. Inventories, net and the inventory valuation reserve at January 29, 2022, totaled 
$2.3 billion and $24.4 million, respectively. 

We identified the inventory valuation reserve as a critical audit matter because of the extent of audit judgment and effort 
required to evaluate management’s estimate and assumptions due to the subjective nature of the estimate described above.

44

4545

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the inventory valuation reserve included the following, among others: 

• We tested the effectiveness of controls over the inventory valuation reserve process, including controls over the inputs 

that are used in management’s estimate.

• We evaluated the appropriateness and consistency of management’s methods and assumptions used in developing their 

estimate of the inventory valuation reserve.

• We evaluated the appropriateness of specific inputs supporting management’s estimate, including the age of on-hand 
inventory levels, historic inventory trends, and projected sales and gross margin rates used in the forecasted periods.  

• We tested the mathematical accuracy of the Company’s inventory valuation reserve calculation. 

• We compared actual inventory sold below cost in recent years to the inventory valuation reserve estimated by the 
Company in recent years to evaluate management’s ability to accurately estimate the inventory valuation reserve.  

/s/ Deloitte & Touche LLP

Pittsburgh, PA

March 23, 2022

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

DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

Net sales

Cost of goods sold, including occupancy and distribution costs

GROSS PROFIT

Selling, general and administrative expenses

Pre-opening expenses

INCOME FROM OPERATIONS

(Gain) loss on sale of subsidiaries

Interest expense

Other (income) expense

INCOME BEFORE INCOME TAXES

Provision for income taxes

NET INCOME

EARNINGS PER COMMON SHARE:

Basic

Diluted

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

Basic

Diluted

Fiscal Year Ended

January 29,

2022

January 30,

2021

February 1,

2020

$ 

12,293,368  $ 

9,584,019  $ 

7,581,482 

4,711,886 

2,664,083 

13,300 

2,034,503 

— 

57,839 

(17,774) 

1,994,438 

474,567 

6,533,312 

3,050,707 

2,298,534 

10,696 

741,477 

— 

48,812 

(19,070) 

711,735 

181,484 

$ 

$ 

$ 

1,519,871  $ 

530,251  $ 

18.27  $ 

13.87  $ 

6.29  $ 

5.72  $ 

83,183 

109,578 

84,258 

92,639 

8,750,743 

6,196,185 

2,554,558 

2,173,677 

5,268 

375,613 

(33,779) 

17,012 

(15,324) 

407,704 

110,242 

297,462 

3.40 

3.34 

87,502 

89,066 

46
46

47

See accompanying notes to consolidated financial statements.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the inventory valuation reserve included the following, among others: 

• We tested the effectiveness of controls over the inventory valuation reserve process, including controls over the inputs 

that are used in management’s estimate.

estimate of the inventory valuation reserve.

• We evaluated the appropriateness and consistency of management’s methods and assumptions used in developing their 

• We evaluated the appropriateness of specific inputs supporting management’s estimate, including the age of on-hand 
inventory levels, historic inventory trends, and projected sales and gross margin rates used in the forecasted periods.  

• We tested the mathematical accuracy of the Company’s inventory valuation reserve calculation. 

• We compared actual inventory sold below cost in recent years to the inventory valuation reserve estimated by the 
Company in recent years to evaluate management’s ability to accurately estimate the inventory valuation reserve.  

/s/ Deloitte & Touche LLP

Pittsburgh, PA

March 23, 2022

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

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

Fiscal Year Ended

January 29,
2022

January 30,
2021

February 1,
2020

Net sales

$ 

12,293,368  $ 

9,584,019  $ 

Cost of goods sold, including occupancy and distribution costs

GROSS PROFIT

Selling, general and administrative expenses

Pre-opening expenses

INCOME FROM OPERATIONS

(Gain) loss on sale of subsidiaries

Interest expense

Other (income) expense

INCOME BEFORE INCOME TAXES

Provision for income taxes

NET INCOME

EARNINGS PER COMMON SHARE:

Basic

Diluted

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

Basic

Diluted

7,581,482 

4,711,886 

2,664,083 

13,300 

2,034,503 

— 

57,839 

(17,774) 

1,994,438 

474,567 

6,533,312 

3,050,707 

2,298,534 

10,696 

741,477 

— 

48,812 

(19,070) 

711,735 

181,484 

$ 

$ 

$ 

1,519,871  $ 

530,251  $ 

18.27  $ 

13.87  $ 

6.29  $ 

5.72  $ 

83,183 

109,578 

84,258 

92,639 

8,750,743 

6,196,185 

2,554,558 

2,173,677 

5,268 

375,613 

(33,779) 

17,012 

(15,324) 

407,704 

110,242 

297,462 

3.40 

3.34 

87,502 

89,066 

46

4747

See accompanying notes to consolidated financial statements.

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

DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

NET INCOME

OTHER COMPREHENSIVE (LOSS) INCOME:

     Foreign currency translation adjustment, net of tax

TOTAL OTHER COMPREHENSIVE (LOSS) INCOME

COMPREHENSIVE INCOME

Fiscal Year Ended

January 29,
2022

January 30,
2021

February 1,
2020

$ 

1,519,871  $ 

530,251  $ 

297,462 

(33) 

(33) 

71 

71 

— 

— 

$ 

1,519,838  $ 

530,322  $ 

297,462 

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 

 Operating lease assets

Intangible assets, net

Goodwill

Deferred income taxes

Other assets

TOTAL ASSETS

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable

Accrued expenses

Operating lease liabilities

Income taxes payable

Deferred revenue and other liabilities

Total current liabilities

LONG-TERM LIABILITIES:

Revolving credit borrowings

Senior notes

 Convertible senior notes

Long-term operating lease liabilities

Other long-term liabilities

Total long-term liabilities

Commitments and contingencies

STOCKHOLDERS' EQUITY:

Preferred stock, par value $0.01 per share; 5,000,000 shares authorized

Common stock, par value $0.01 per share; 200,000,000 shares authorized; 115,258,081 issued and 51,988,915 

outstanding at January 29, 2022; 113,675,570 issued and 61,194,560 outstanding at January 30, 2021

Class B common stock, par value $0.01 per share; 40,000,000 shares authorized; 23,620,633 issued and 

outstanding at January 29, 2022; 23,735,633 issued and outstanding at January 30, 2021

Additional paid-in capital

Retained earnings

Accumulated other comprehensive loss

Treasury stock, at cost; 63,269,166 and 52,481,010 shares at January 29, 2022 and January 30, 2021, respectively  

(3,344,524) 

(2,168,266) 

Total stockholders' equity

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$ 

9,041,676  $ 

See accompanying notes to consolidated financial statements.

See accompanying notes to consolidated financial statements. 

48
48

January 29,

2022

January 30,

2021

$ 

2,643,205  $ 

1,658,067 

$ 

9,041,676  $ 

7,752,859 

$ 

1,281,322  $ 

1,258,093 

2,712,680 

2,550,198 

68,263 

1,978 

2,297,609 

95,601 

5,106,656 

1,319,681 

2,044,819 

86,767 

245,857 

35,024 

202,872 

620,143 

480,318 

13,464 

317,433 

— 

1,481,443 

449,287 

2,099,146 

197,534 

4,227,410 

— 

520 

236 

1,488,834 

3,956,602 

(82) 

2,101,586 

53,149 

6,396 

1,953,568 

88,470 

3,759,650 

1,300,265 

2,149,913 

90,051 

245,857 

51,475 

155,648 

518,134 

472,670 

40,997 

260,304 

— 

— 

418,493 

2,259,308 

185,326 

2,863,127 

— 

612 

237 

1,442,298 

3,064,702 

(49) 

2,339,534 

7,752,859 

49

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

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

NET INCOME

OTHER COMPREHENSIVE (LOSS) INCOME:

     Foreign currency translation adjustment, net of tax

TOTAL OTHER COMPREHENSIVE (LOSS) INCOME

COMPREHENSIVE INCOME

Fiscal Year Ended

January 29,

2022

January 30,

2021

February 1,
2020

$ 

1,519,871  $ 

530,251  $ 

297,462 

(33) 

(33) 

71 

71 

— 

— 

$ 

1,519,838  $ 

530,322  $ 

297,462 

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 

 Operating lease assets

Intangible assets, net

Goodwill

Deferred income taxes

Other assets

TOTAL ASSETS

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable

Accrued expenses

Operating lease liabilities

Income taxes payable

Deferred revenue and other liabilities

Total current liabilities

LONG-TERM LIABILITIES:

Revolving credit borrowings

Senior notes

 Convertible senior notes

Long-term operating lease liabilities

Other long-term liabilities

Total long-term liabilities

Commitments and contingencies

STOCKHOLDERS' EQUITY:

Preferred stock, par value $0.01 per share; 5,000,000 shares authorized

Common stock, par value $0.01 per share; 200,000,000 shares authorized; 115,258,081 issued and 51,988,915 

outstanding at January 29, 2022; 113,675,570 issued and 61,194,560 outstanding at January 30, 2021

Class B common stock, par value $0.01 per share; 40,000,000 shares authorized; 23,620,633 issued and 

outstanding at January 29, 2022; 23,735,633 issued and outstanding at January 30, 2021

Additional paid-in capital

Retained earnings

Accumulated other comprehensive loss

January 29,
2022

January 30,
2021

$ 

2,643,205  $ 

1,658,067 

68,263 

1,978 

2,297,609 

95,601 

5,106,656 

1,319,681 

2,044,819 

86,767 

245,857 

35,024 

202,872 

53,149 

6,396 

1,953,568 

88,470 

3,759,650 

1,300,265 

2,149,913 

90,051 

245,857 

51,475 

155,648 

$ 

9,041,676  $ 

7,752,859 

$ 

1,281,322  $ 

1,258,093 

620,143 

480,318 

13,464 

317,433 

518,134 

472,670 

40,997 

260,304 

2,712,680 

2,550,198 

— 

1,481,443 

449,287 

2,099,146 

197,534 

4,227,410 

— 

520 

236 

— 

— 

418,493 

2,259,308 

185,326 

2,863,127 

— 

612 

237 

1,488,834 

3,956,602 

(82) 

1,442,298 

3,064,702 

(49) 

See accompanying notes to consolidated financial statements.

See accompanying notes to consolidated financial statements. 

Treasury stock, at cost; 63,269,166 and 52,481,010 shares at January 29, 2022 and January 30, 2021, respectively  

(3,344,524) 

(2,168,266) 

Total stockholders' equity

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

2,101,586 

$ 

9,041,676  $ 

2,339,534 

7,752,859 

48

4949

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(in thousands, except per share data)

Common Stock

Class B
Common Stock

Shares

Amount

Shares

Amount

Additional
Paid-In
Capital

Retained
Earnings

Accumulated 
Other 
Comprehensive 
Loss

Treasury
Stock

Total

BALANCE, February 2, 2019

  69,305  $ 

693 

  24,541  $ 

245  $ 1,214,287  $ 2,455,192  $ 

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

Adjustment for cumulative effect 
from change in accounting principle 
(ASU 2016-02)

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

— 

250 

144 

853 

(244) 

— 

— 

Purchase of shares for treasury

  (11,052) 

(110) 

Cash dividends declared, $1.10 per 
common share

— 

— 

— 

— 

2 

1 

9 

(2) 

— 

— 

(250) 

— 

— 

— 

— 

— 

— 

— 

— 

(2) 

— 

— 

— 

— 

— 

— 

— 

— 

— 

5,564 

(9) 

(9,468) 

(7,953) 

— 

— 

— 

— 

— 

297,462 

43,493 

— 

— 

— 

— 

(99,420) 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

(7,953) 

— 

5,565 

— 

(9,470) 

297,462 

43,493 

(402,130) 

(402,240) 

— 

(99,420) 

BALANCE, February 1, 2020

  59,256  $ 

593 

  24,291  $ 

243  $ 1,253,867  $ 2,645,281  $ 

(120)  $ (2,168,266)  $ 1,731,598 

Equity component value of 
convertible note issuance

Purchase of convertible note hedge

Sale of common stock warrants

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

Foreign currency translation 
adjustment, net of taxes of $(22)

Cash dividends declared, $1.25 per 
common share

— 

— 

— 

555 

781 

804 

(202) 

— 

— 

— 

— 

— 

— 

— 

6 

8 

8 

(3) 

— 

— 

— 

— 

— 

— 

— 

(555) 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

(6) 

— 

— 

— 

— 

— 

— 

— 

160,693 

(161,057) 

105,225 

— 

37,615 

(8) 

(4,214) 

— 

— 

— 

— 

— 

— 

— 

— 

530,251 

50,177 

— 

— 

— 

— 

(110,830) 

— 

— 

— 

— 

— 

— 

— 

— 

— 

71 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

160,693 

(161,057) 

105,225 

— 

37,623 

— 

(4,217) 

530,251 

50,177 

71 

(110,830) 

BALANCE, January 30, 2021

  61,195  $ 

612 

  23,736  $ 

237  $ 1,442,298  $ 3,064,702  $ 

(49)  $ (2,168,266)  $ 2,339,534 

Exchange of Class B common stock 
for common stock

Exercise of stock options

115 

657 

Restricted stock vested

  1,151 

Minimum tax withholding 
requirements

Net income

Stock-based compensation

Foreign currency translation 
adjustment, net of taxes of $10

(341) 

— 

— 

— 

1 

6 

12 

(3) 

— 

— 

— 

Purchase of shares for treasury

  (10,788) 

(108) 

Cash dividends declared, $7.10 per 
common share

— 

— 

(115) 

— 

— 

— 

— 

— 

— 

— 

— 

(1) 

— 

— 

— 

— 

— 

— 

— 

— 

— 

26,342 

(12) 

(32,594) 

— 

— 

— 

— 

— 

  1,519,871 

52,800 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

(33) 

— 

— 

— 

— 

— 

— 

— 

— 

26,348 

— 

(32,597) 

  1,519,871 

52,800 

(33) 

— 

  (1,176,258) 

 (1,176,366) 

(627,971) 

— 

— 

(627,971) 

BALANCE, January 29, 2022

  51,989  $ 

520 

  23,621  $ 

236  $ 1,488,834  $ 3,956,602  $ 

(82)  $ (3,344,524)  $ 2,101,586 

See accompanying notes to consolidated financial statements.

50
50

DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Fiscal Year Ended

January 29,

2022

January 30,

2021

February 1,

2020

$ 

1,519,871  $ 

530,251  $ 

297,462 

CASH FLOWS FROM OPERATING ACTIVITIES:

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

Depreciation, amortization, and other
Impairment of trademark
 Amortization of convertible note discount and related issuance costs
Deferred income taxes
Stock-based compensation
Gain on sale of subsidiaries
Changes in assets and liabilities:

Accounts receivable
Inventories
Prepaid expenses and other assets
Accounts payable
Accrued expenses
Income taxes payable / receivable
Construction allowances provided by landlords
Deferred revenue and other liabilities

    Operating lease assets and liabilities
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures
Proceeds from sales of other assets
Proceeds from sale of subsidiaries, net of cash sold
Deposits and other investing activities
Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Revolving credit borrowings
Revolving credit repayments
Proceeds from issuance of convertible senior notes

 Payments for purchase of bond hedges
 Proceeds from issuance of warrants
 Transaction costs for debt issuance
 Proceeds from senior notes, net of debt discount
Payments on other long-term debt and finance lease obligations
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) provided by 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 fiscal year for interest
Cash paid during the fiscal year for income taxes
 Accrued treasury stock

$ 

$ 

$ 

$ 

$ 

2,643,205  $ 

1,658,067  $ 

35,903  $ 

22,899  $ 

487,808  $ 

31,733  $ 

26,981  $ 

20,517  $ 

203,082  $ 

—  $ 

See accompanying notes to consolidated financial statements.

(308,261) 

(224,027) 

(217,461) 

322,551 

— 

30,794 

16,451 

52,800 

— 

2,011 

(344,041) 

(16,047) 

37,782 

61,307 

(23,115) 

40,195 

20,648 

(104,335) 

1,616,872 

9,671 

— 

(45,389) 

(343,979) 

— 

— 

— 

— 

— 

(15,268) 

1,496,671 

(726) 

26,348 

(32,597) 

(1,144,633) 

(602,964) 

(14,553) 

(287,722) 

(33) 

985,138 

1,658,067 

326,014 

— 

21,581 

(46,250) 

50,177 

— 

2,308 

248,707 

3,898 

199,295 

108,420 

29,908 

56,713 

57,795 

(36,048) 

1,552,769 

— 

— 

(137) 

(224,164) 

1,291,700 

(1,515,800) 

575,000 

(161,057) 

105,225 

(17,396) 

— 

(826) 

37,623 

(4,217) 

— 

(107,404) 

57,209 

260,057 

71 

1,588,733 

69,334 

335,746 

28,296 

— 

(1,160) 

43,493 

(33,779) 

400 

(377,579) 

6,401 

94,202 

37,826 

(9,314) 

37,959 

9,957 

(65,298) 

404,612 

49,103 

40,387 

(1,300) 

(129,271) 

2,263,550 

(2,039,450) 

— 

— 

— 

— 

— 

(56,851) 

5,565 

(9,470) 

(402,240) 

(98,312) 

17,548 

(319,660) 

— 

(44,319) 

113,653 

69,334 

32,746 

16,362 

123,698 

— 

51

                                                                                                                                                                        
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjustment for cumulative effect 

from change in accounting principle 

(ASU 2016-02)

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

Equity component value of 

convertible note issuance

Purchase of convertible note hedge

Sale of common stock warrants

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

Foreign currency translation 

adjustment, net of taxes of $(22)

Cash dividends declared, $1.25 per 

common share

— 

250 

144 

853 

(244) 

— 

— 

— 

— 

— 

555 

781 

804 

— 

— 

— 

— 

(202) 

115 

657 

(341) 

— 

— 

— 

— 

— 

(7,953) 

2 

1 

9 

(2) 

— 

— 

— 

— 

— 

6 

8 

8 

(3) 

— 

— 

— 

— 

1 

6 

12 

(3) 

— 

— 

— 

(250) 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

(555) 

(115) 

— 

(2) 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

(6) 

— 

— 

— 

— 

— 

— 

— 

(1) 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

5,564 

(9) 

(9,468) 

43,493 

— 

— 

160,693 

(161,057) 

105,225 

— 

37,615 

(8) 

(4,214) 

50,177 

— 

— 

— 

26,342 

(12) 

(32,594) 

52,800 

— 

— 

— 

— 

297,462 

— 

530,251 

(110,830) 

— 

  1,519,871 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

71 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(in thousands, except per share data)

Common Stock

Common Stock

Class B

Shares

Amount

Shares

Amount

Additional

Paid-In

Capital

Retained

Earnings

Comprehensive 

Treasury

Loss

Stock

Total

Accumulated 

Other 

BALANCE, February 2, 2019

  69,305  $ 

693 

  24,541  $ 

245  $ 1,214,287  $ 2,455,192  $ 

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

Purchase of shares for treasury

  (11,052) 

(110) 

Cash dividends declared, $1.10 per 

common share

— 

— 

(402,130) 

(402,240) 

(99,420) 

— 

(99,420) 

BALANCE, February 1, 2020

  59,256  $ 

593 

  24,291  $ 

243  $ 1,253,867  $ 2,645,281  $ 

(120)  $ (2,168,266)  $ 1,731,598 

(7,953) 

— 

5,565 

— 

(9,470) 

297,462 

43,493 

160,693 

(161,057) 

105,225 

— 

37,623 

— 

(4,217) 

530,251 

50,177 

71 

(110,830) 

BALANCE, January 30, 2021

  61,195  $ 

612 

  23,736  $ 

237  $ 1,442,298  $ 3,064,702  $ 

(49)  $ (2,168,266)  $ 2,339,534 

Exchange of Class B common stock 

for common stock

Exercise of stock options

Restricted stock vested

  1,151 

Minimum tax withholding 

requirements

Net income

Stock-based compensation

Foreign currency translation 

adjustment, net of taxes of $10

Purchase of shares for treasury

  (10,788) 

(108) 

Cash dividends declared, $7.10 per 

common share

— 

— 

— 

26,348 

— 

(32,597) 

  1,519,871 

52,800 

(33) 

(33) 

— 

  (1,176,258) 

 (1,176,366) 

(627,971) 

— 

— 

(627,971) 

BALANCE, January 29, 2022

  51,989  $ 

520 

  23,621  $ 

236  $ 1,488,834  $ 3,956,602  $ 

(82)  $ (3,344,524)  $ 2,101,586 

See accompanying notes to consolidated financial statements.

50

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

January 29,
2022

Fiscal Year Ended
January 30,
2021

February 1,
2020

$ 

1,519,871  $ 

530,251  $ 

297,462 

CASH FLOWS FROM OPERATING ACTIVITIES:

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

Depreciation, amortization, and other
Impairment of trademark
 Amortization of convertible note discount and related issuance costs
Deferred income taxes
Stock-based compensation
Gain on sale of subsidiaries
Changes in assets and liabilities:

Accounts receivable
Inventories
Prepaid expenses and other assets
Accounts payable
Accrued expenses
Income taxes payable / receivable
Construction allowances provided by landlords
Deferred revenue and other liabilities

    Operating lease assets and liabilities
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures
Proceeds from sales of other assets
Proceeds from sale of subsidiaries, net of cash sold
Deposits and other investing activities
Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Revolving credit borrowings
Revolving credit repayments
Proceeds from issuance of convertible senior notes

 Payments for purchase of bond hedges
 Proceeds from issuance of warrants
 Transaction costs for debt issuance
 Proceeds from senior notes, net of debt discount
Payments on other long-term debt and finance lease obligations
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) provided by 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 fiscal year for interest
Cash paid during the fiscal year for income taxes
 Accrued treasury stock

$ 

$ 
$ 
$ 
$ 

See accompanying notes to consolidated financial statements.

322,551 
— 
30,794 
16,451 
52,800 
— 

2,011 
(344,041) 
(16,047) 
37,782 
61,307 
(23,115) 
40,195 
20,648 
(104,335) 
1,616,872 

(308,261) 
9,671 
— 
(45,389) 
(343,979) 

— 
— 
— 
— 
— 
(15,268) 
1,496,671 
(726) 
26,348 
(32,597) 
(1,144,633) 
(602,964) 
(14,553) 
(287,722) 
(33) 
985,138 
1,658,067 
2,643,205  $ 

35,903  $ 
22,899  $ 
487,808  $ 
31,733  $ 

326,014 
— 
21,581 
(46,250) 
50,177 
— 

2,308 
248,707 
3,898 
199,295 
108,420 
29,908 
56,713 
57,795 
(36,048) 
1,552,769 

(224,027) 
— 
— 
(137) 
(224,164) 

1,291,700 
(1,515,800) 
575,000 
(161,057) 
105,225 
(17,396) 
— 
(826) 
37,623 
(4,217) 
— 
(107,404) 
57,209 
260,057 
71 
1,588,733 
69,334 
1,658,067  $ 

26,981  $ 
20,517  $ 
203,082  $ 
—  $ 

335,746 
28,296 
— 
(1,160) 
43,493 
(33,779) 

400 
(377,579) 
6,401 
94,202 
37,826 
(9,314) 
37,959 
9,957 
(65,298) 
404,612 

(217,461) 
49,103 
40,387 
(1,300) 
(129,271) 

2,263,550 
(2,039,450) 
— 
— 
— 
— 
— 
(56,851) 
5,565 
(9,470) 
(402,240) 
(98,312) 
17,548 
(319,660) 
— 
(44,319) 
113,653 
69,334 

32,746 
16,362 
123,698 
— 

5151

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

DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

1.  Basis of Presentation and Summary of Significant Accounting Policies

Property and Equipment 

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. As of January 29, 2022, we operated 730 DICK’S Sporting Goods 
locations across the United States, serving and inspiring athletes and outdoor enthusiasts to achieve their personal best through 
a blend of dedicated teammates, in-store services and unique specialty shop-in-shops. In addition to DICK’S Sporting Goods 
stores, the Company owns and operates Golf Galaxy, Field & Stream, Public Lands and Going Going Gone! stores, and offers 
its products both online and through mobile apps. The Company also owns and operates DICK’S House of Sport and Golf 
Galaxy Performance Center, as well as GameChanger, a youth sports mobile app for video streaming, scorekeeping, scheduling 
and communications. When used in this Annual Report on Form 10-K, unless the context otherwise requires or specifies, any 
reference to “year” is to our fiscal year.

Fiscal Year

The Company’s fiscal year ends on the Saturday closest to the end of January. Unless otherwise stated, references to years in 
this report relate to fiscal years, rather than to calendar years. Fiscal years 2021, 2020 and 2019 ended on January 29, 2022, 
January 30, 2021 and February 1, 2020, respectively. All fiscal years presented include 52 weeks of operations.

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 and cash equivalents are stated at fair value, which approximates cost.

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 January 29, 2022 and January 30, 2021 include $96.6 million and $111.2 million, respectively, of 
checks drawn in excess of cash balances not yet presented for payment.

Accounts Receivable 

Accounts receivable primarily consist of amounts due from vendors and landlords. The Company’s allowance for credit losses 
totaled $3.2 million and $2.7 million at January 29, 2022 and January 30, 2021, 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 $86.1 million and $101.3 million at January 29, 2022 and January 30, 2021, respectively.

52

52

Property and equipment are recorded at cost and include finance leases. Renewals and betterments are capitalized. Repairs and 
maintenance are expensed as incurred.

Depreciation is 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 finance lease agreements, depreciation is calculated using the 
straight-line method over the shorter of the estimated useful lives of the assets or the lease term. Leasehold improvements made 
after lease commencement are depreciated over the shorter of their estimated useful lives or the remaining lease term, including 
renewal periods, if reasonably assured. The Company recognized depreciation expense of $315.7 million, $317.5 million and 
$307.2 million, in fiscal 2021, 2020 and 2019, respectively. 

Impairment of Long-Lived Assets 

The Company evaluates its long-lived assets and assesses whether the carrying values have been impaired whenever events and 
circumstances indicate that the carrying values 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 impairment 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 the income approach, by using a discounted cash flow 
model, 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 of both indefinite-lived and finite-lived assets. The majority of the Company’s intangible assets are 
indefinite-lived, consisting primarily of trademarks and acquired trade names, which the Company tests annually for 
impairment, or whenever circumstances indicate that a decline in value may have occurred, using Level 3 inputs. 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 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 its 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.

53

DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1.  Basis of Presentation and Summary of Significant Accounting Policies

Property and Equipment 

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. As of January 29, 2022, we operated 730 DICK’S Sporting Goods 
locations across the United States, serving and inspiring athletes and outdoor enthusiasts to achieve their personal best through 
a blend of dedicated teammates, in-store services and unique specialty shop-in-shops. In addition to DICK’S Sporting Goods 
stores, the Company owns and operates Golf Galaxy, Field & Stream, Public Lands and Going Going Gone! stores, and offers 
its products both online and through mobile apps. The Company also owns and operates DICK’S House of Sport and Golf 
Galaxy Performance Center, as well as GameChanger, a youth sports mobile app for video streaming, scorekeeping, scheduling 
and communications. When used in this Annual Report on Form 10-K, unless the context otherwise requires or specifies, any 

reference to “year” is to our fiscal year.

Fiscal Year

The Company’s fiscal year ends on the Saturday closest to the end of January. Unless otherwise stated, references to years in 
this report relate to fiscal years, rather than to calendar years. Fiscal years 2021, 2020 and 2019 ended on January 29, 2022, 

January 30, 2021 and February 1, 2020, respectively. All fiscal years presented include 52 weeks of operations.

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 Management 

Accounts Receivable 

Inventories  

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 and cash equivalents are stated at fair value, which approximates cost.

The Company’s cash management system provides for the reimbursement of all major bank disbursement accounts on a daily 
basis. Accounts payable at January 29, 2022 and January 30, 2021 include $96.6 million and $111.2 million, respectively, of 

checks drawn in excess of cash balances not yet presented for payment.

Accounts receivable primarily consist of amounts due from vendors and landlords. The Company’s allowance for credit losses 

totaled $3.2 million and $2.7 million at January 29, 2022 and January 30, 2021, respectively. 

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 $86.1 million and $101.3 million at January 29, 2022 and January 30, 2021, respectively.

52

Property and equipment are recorded at cost and include finance leases. Renewals and betterments are capitalized. Repairs and 
maintenance are expensed as incurred.

Depreciation is 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 finance lease agreements, depreciation is calculated using the 
straight-line method over the shorter of the estimated useful lives of the assets or the lease term. Leasehold improvements made 
after lease commencement are depreciated over the shorter of their estimated useful lives or the remaining lease term, including 
renewal periods, if reasonably assured. The Company recognized depreciation expense of $315.7 million, $317.5 million and 
$307.2 million, in fiscal 2021, 2020 and 2019, respectively. 

Impairment of Long-Lived Assets 

The Company evaluates its long-lived assets and assesses whether the carrying values have been impaired whenever events and 
circumstances indicate that the carrying values 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 impairment 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 the income approach, by using a discounted cash flow 
model, 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 of both indefinite-lived and finite-lived assets. The majority of the Company’s intangible assets are 
indefinite-lived, consisting primarily of trademarks and acquired trade names, which the Company tests annually for 
impairment, or whenever circumstances indicate that a decline in value may have occurred, using Level 3 inputs. 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 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 its 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.

5353

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

DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Earnings Per Common Share 

Basic earnings per common share is computed based on the weighted average number of shares of common stock outstanding 
for a given period. 

Diluted earnings per common share is computed based on the weighted average number of shares of common stock outstanding 
for a period, plus the effect of dilutive potential common shares outstanding using the treasury stock method. Dilutive potential 
common shares include shares the Company could be obligated to issue related to its stock-based awards, such as stock options, 
restricted stock and restricted stock units, and its Convertible Senior Notes and warrants (see Note 10–Convertible Senior Notes 
for further discussion).

Stock-Based Compensation 

The Company has the ability to grant teammates a number of different stock-based awards, including restricted shares of 
common stock, restricted stock units and stock options to purchase common stock, under the DICK’S Sporting Goods, Inc. 
Amended and Restated 2012 Stock and Incentive Plan (the “2012 Plan”). The Company records stock-based compensation 
expense based on the fair value of stock awards at the grant date and recognizes the expense over the employees’ service 
periods.

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 

Sales Transactions

Revenue is recognized upon satisfaction of all contractual performance obligations and transfer of control to the customer and is 
measured as the amount of consideration to which 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. Sales tax amounts collected from customers that are 
assessed by a governmental authority are excluded from revenue. 

Revenue from eCommerce sales, including vendor-direct sales arrangements, is recognized upon shipment of merchandise. 
Shipping and handling activities occurring subsequent to the transfer of control to the customer are accounted for as fulfillment 
costs rather than as a promised service. 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.

Deferred Revenue

Revenue from gift cards and returned merchandise credits (collectively the “cards”) is deferred and recognized upon their 
redemption. 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. During the fiscal 
years ended January 29, 2022 and January 30, 2021, the Company recognized $19.5 million and $18.3 million of gift card 
breakage revenue, respectively, and experienced approximately $87.2 million and $74.7 million of gift card redemptions in 
fiscal 2021 and fiscal 2020, respectively, that had been included in its gift card liability as of January 30, 2021 and February 1, 
2020, respectively. Based on the Company’s historical experience, the majority of gift card revenue is recognized within 12 
months of deferral. The cards have no expiration date. 

Loyalty program points are accrued at the estimated retail value per point, net of estimated breakage. The Company estimates 
the breakage of loyalty points based on historical redemption rates experienced within the loyalty program. Based on the 
Company’s customer loyalty program policies, the majority of program points earned are redeemed or expire within 12 months. 

See Note 6–Deferred Revenue and Other Liabilities for additional information regarding the amount of these liabilities at 
January 29, 2022 and January 30, 2021.

Net sales by category 

The following table disaggregates the amount of net sales attributable to hardlines, apparel and footwear for the last three fiscal 
years (in millions):

Fiscal Year

2021

2020

2019

$ 

5,407.9  $ 

4,428.5  $ 

4,131.2 

2,562.8 

191.5 

3,180.2 

1,834.3 

141.0 

3,695.2 

3,109.0 

1,811.4 

135.1 

$ 

12,293.4  $ 

9,584.0  $ 

8,750.7 

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, software subscription 

revenues and credit card processing revenues.

Hardlines (1)
Apparel

Footwear
Other (2)

Total net sales

(1)

(2)

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 or 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 $410.9 million, $293.4 million and $338.7 
million for fiscal 2021, 2020 and 2019, 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.

Segment Information 

The Company is a specialty omni-channel retailer that offers a broad range of products in its specialty retail stores, which are 
primarily located 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 Revenue Recognition within this Note for additional disclosure of net sales by merchandise 
category.

54
54

55

 
 
 
 
 
 
 
 
 
 
DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

Basic earnings per common share is computed based on the weighted average number of shares of common stock outstanding 

Diluted earnings per common share is computed based on the weighted average number of shares of common stock outstanding 
for a period, plus the effect of dilutive potential common shares outstanding using the treasury stock method. Dilutive potential 
common shares include shares the Company could be obligated to issue related to its stock-based awards, such as stock options, 
restricted stock and restricted stock units, and its Convertible Senior Notes and warrants (see Note 10–Convertible Senior Notes 

The Company has the ability to grant teammates a number of different stock-based awards, including restricted shares of 

common stock, restricted stock units and stock options to purchase common stock, under the DICK’S Sporting Goods, Inc. 
Amended and Restated 2012 Stock and Incentive Plan (the “2012 Plan”). The Company records stock-based compensation 

expense based on the fair value of stock awards at the grant date and recognizes the expense over the employees’ service 

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 

Earnings Per Common Share 

for a given period. 

for further discussion).

Stock-Based Compensation 

periods.

Income Taxes 

income tax expense.

Revenue Recognition 

Sales Transactions

Revenue is recognized upon satisfaction of all contractual performance obligations and transfer of control to the customer and is 
measured as the amount of consideration to which 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. Sales tax amounts collected from customers that are 

assessed by a governmental authority are excluded from revenue. 

Revenue from eCommerce sales, including vendor-direct sales arrangements, is recognized upon shipment of merchandise. 
Shipping and handling activities occurring subsequent to the transfer of control to the customer are accounted for as fulfillment 
costs rather than as a promised service. 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.

Deferred Revenue

Revenue from gift cards and returned merchandise credits (collectively the “cards”) is deferred and recognized upon their 

redemption. 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. During the fiscal 
years ended January 29, 2022 and January 30, 2021, the Company recognized $19.5 million and $18.3 million of gift card 
breakage revenue, respectively, and experienced approximately $87.2 million and $74.7 million of gift card redemptions in 
fiscal 2021 and fiscal 2020, respectively, that had been included in its gift card liability as of January 30, 2021 and February 1, 
2020, respectively. Based on the Company’s historical experience, the majority of gift card revenue is recognized within 12 

months of deferral. The cards have no expiration date. 

Loyalty program points are accrued at the estimated retail value per point, net of estimated breakage. The Company estimates 

the breakage of loyalty points based on historical redemption rates experienced within the loyalty program. Based on the 

Company’s customer loyalty program policies, the majority of program points earned are redeemed or expire within 12 months. 

See Note 6–Deferred Revenue and Other Liabilities for additional information regarding the amount of these liabilities at 
January 29, 2022 and January 30, 2021.

Net sales by category 

The following table disaggregates the amount of net sales attributable to hardlines, apparel and footwear for the last three fiscal 
years (in millions):

Hardlines (1)
Apparel

Footwear
Other (2)

Total net sales

2021

Fiscal Year
2020

$ 

5,407.9  $ 

4,428.5  $ 

4,131.2 

2,562.8 

191.5 

3,180.2 

1,834.3 

141.0 

2019

3,695.2 

3,109.0 

1,811.4 

135.1 

$ 

12,293.4  $ 

9,584.0  $ 

8,750.7 

(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, software subscription 
revenues and credit card processing revenues.

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 or 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 $410.9 million, $293.4 million and $338.7 
million for fiscal 2021, 2020 and 2019, 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.

Segment Information 

The Company is a specialty omni-channel retailer that offers a broad range of products in its specialty retail stores, which are 
primarily located 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 Revenue Recognition within this Note for additional disclosure of net sales by merchandise 
category.

54

5555

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

DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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 depending on whether the Company is deemed to have control of the underlying 
asset prior to commencement of the lease. 

•

•

If the Company is not deemed to have control of the underlying asset prior to lease commencement, reimbursement 
from a landlord for tenant improvements is classified as a lease incentive and included as a reduction to the related 
operating lease asset on the Consolidated Balance Sheets. The incentive is amortized as part of operating lease 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. 

If the Company is deemed to have control of the underlying asset prior to lease commencement, 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 recorded within deferred revenue and other 
liabilities on the Consolidated Balance Sheets, which is 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 

The Company determines whether a contract is or contains a lease at contract inception. Operating lease assets and liabilities 
are recognized at the lease’s commencement date based on the present value of remaining fixed lease payments over the lease 
term. As the rate implicit in the lease is not readily determinable in most of the Company’s leases, the Company uses its 
incremental borrowing rate based on the information available at a lease’s commencement date to determine the present value 
of lease payments. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a 
collateralized basis to borrow an amount equal to the lease payments under similar terms. The operating lease asset also 
includes any fixed lease payments made, net of lease incentives, and initial direct costs incurred. 

Operating lease expense for fixed lease payments is recognized on a straight-line basis over the lease term. Variable lease 
payments are generally expensed as incurred and may include certain index-based changes in rent and other non-fixed payments 
for services provided by the lessor. The Company’s lease terms may include options to extend or terminate the lease when it is 
reasonably certain that the Company will exercise that option. The Company’s leases do not contain any material residual 
guarantees or material restrictive covenants. 

COVID-19 Update

The pandemic caused by the coronavirus and its variants (“COVID-19”) continues to evolve. The effect that the COVID-19 
pandemic may have on the Company’s future business remains uncertain, including the long-term economic outlook, inflation 
and its impact on consumer discretionary spending behavior when the pandemic ends. Additionally, the COVID-19 pandemic 
has disrupted global supply chains, including factory closures and port congestion that have resulted in longer transit times and 
rising container and transportation costs. Although the Company has successfully managed these challenges thus far, the 
Company’s ability to continue to replenish its inventory to meet current levels of consumer demand could be impacted by 
further delays or disruptions to the flow of products from key vendor partners and vertical brand sources. Accordingly, the 
Company cannot estimate the full impact that the COVID-19 pandemic may have on its financial condition and future results of 
operations, and it will continue to actively monitor its impact to the Company’s business.

Recently Adopted Accounting Pronouncements 

Income Taxes

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 
2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This update simplifies the accounting for 
income taxes by removing certain exceptions to the general principles in Accounting Standard Codification (“ASC”) 740 and 
also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 during the 
first quarter of 2021. The adoption did not have a significant impact on the Company’s financial condition, results of 
operations, cash flows or disclosures.

Leases

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which required an entity to recognize lease assets and 
lease liabilities on the balance sheet and to disclose key information about an entity’s leasing arrangements. ASU 2016-02 was 
effective for annual reporting periods, and interim periods therein, beginning after December 15, 2018. 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 affected certain aspects of the previously issued guidance. Amendments included an additional transition 
option that allowed 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.

On February 3, 2019, the Company adopted ASU 2016-02 and all related amendments using the optional transition method and 
elected the package of practical expedients permitted under the transition guidance within the new standard. Such election 
allowed the Company to not reassess whether any expired or existing contracts are or contain leases, not to reassess the lease 
classification for any expired or existing leases, and not to reassess initial direct costs for any existing leases. The Company also 
elected the practical expedient related to land easements. The Company did not elect the practical expedient of hindsight when 
determining the lease term of existing contracts at the effective date.

The Company has lease agreements with non-lease components that relate to the lease components and elected the practical 
expedient to account for non-lease components, and the lease components to which they relate, as a single lease component for 
all classes of underlying assets. The Company also elected to keep short-term leases with an initial term of 12 months or less off 
the Consolidated Balance Sheet.

Adoption of these standards did not materially affect the Company’s consolidated net income or cash flows, but resulted in the 
recognition of $2.5 billion of lease assets and $3.1 billion of lease liabilities as of February 3, 2019. In connection with the 
adoption, pre-existing liabilities for deferred rent and various lease incentives were reclassified as a component of the lease 
assets. Accordingly, the Company recorded an $8.0 million adjustment to opening retained earnings in fiscal 2019, primarily 
resulting from the impairment of lease assets recognized at adoption.

Recently Issued Accounting Pronouncements

Reference Rate Reform

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference 
Rate Reform on Financial Reporting.” The update provides optional guidance for a limited period of time to ease potential 
accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as the 
London Interbank Offered Rate (“LIBOR”). The amendments in this ASU can be applied anytime between the first quarter of 
fiscal 2020 and the fourth quarter of fiscal 2022 and apply only to contracts, hedging relationships, and other transactions that 
reference LIBOR or another reference rate expected to be discontinued. The Company’s primary association with LIBOR was 
through interest rates applicable to loans under the former revolving credit facility, which was terminated in January 2022 and 
replaced with a new revolving credit facility that uses an adjusted secured overnight financing rate (“SOFR”). See Note 8–
Revolving Credit Facility for additional details. Accordingly, the impact of Topic 848 on the Company's financial statements 
and related disclosures is not expected to be significant.

Convertible Instruments

In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and 
Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40),” which removes the separation models for 
convertible debt with cash conversion or beneficial conversion features. ASU 2020-06 also requires the application of the if-
converted method for calculating earnings per diluted share, as the treasury stock method will no longer be permitted for 
convertible instruments. 

56
56

57

DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

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 depending on whether the Company is deemed to have control of the underlying 

asset prior to commencement of the lease. 

•

•

If the Company is not deemed to have control of the underlying asset prior to lease commencement, reimbursement 
from a landlord for tenant improvements is classified as a lease incentive and included as a reduction to the related 
operating lease asset on the Consolidated Balance Sheets. The incentive is amortized as part of operating lease 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. 

If the Company is deemed to have control of the underlying asset prior to lease commencement, 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 recorded within deferred revenue and other 

liabilities on the Consolidated Balance Sheets, which is 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 

The Company determines whether a contract is or contains a lease at contract inception. Operating lease assets and liabilities 
are recognized at the lease’s commencement date based on the present value of remaining fixed lease payments over the lease 

term. As the rate implicit in the lease is not readily determinable in most of the Company’s leases, the Company uses its 

incremental borrowing rate based on the information available at a lease’s commencement date to determine the present value 
of lease payments. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a 

collateralized basis to borrow an amount equal to the lease payments under similar terms. The operating lease asset also 

includes any fixed lease payments made, net of lease incentives, and initial direct costs incurred. 

Operating lease expense for fixed lease payments is recognized on a straight-line basis over the lease term. Variable lease 
payments are generally expensed as incurred and may include certain index-based changes in rent and other non-fixed payments 
for services provided by the lessor. The Company’s lease terms may include options to extend or terminate the lease when it is 
reasonably certain that the Company will exercise that option. The Company’s leases do not contain any material residual 

guarantees or material restrictive covenants. 

COVID-19 Update

The pandemic caused by the coronavirus and its variants (“COVID-19”) continues to evolve. The effect that the COVID-19 
pandemic may have on the Company’s future business remains uncertain, including the long-term economic outlook, inflation 
and its impact on consumer discretionary spending behavior when the pandemic ends. Additionally, the COVID-19 pandemic 
has disrupted global supply chains, including factory closures and port congestion that have resulted in longer transit times and 

rising container and transportation costs. Although the Company has successfully managed these challenges thus far, the 

Company’s ability to continue to replenish its inventory to meet current levels of consumer demand could be impacted by 
further delays or disruptions to the flow of products from key vendor partners and vertical brand sources. Accordingly, the 
Company cannot estimate the full impact that the COVID-19 pandemic may have on its financial condition and future results of 

operations, and it will continue to actively monitor its impact to the Company’s business.

Recently Adopted Accounting Pronouncements 

Income Taxes

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 
2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This update simplifies the accounting for 
income taxes by removing certain exceptions to the general principles in Accounting Standard Codification (“ASC”) 740 and 
also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 during the 
first quarter of 2021. The adoption did not have a significant impact on the Company’s financial condition, results of 
operations, cash flows or disclosures.

Leases

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which required an entity to recognize lease assets and 
lease liabilities on the balance sheet and to disclose key information about an entity’s leasing arrangements. ASU 2016-02 was 
effective for annual reporting periods, and interim periods therein, beginning after December 15, 2018. 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 affected certain aspects of the previously issued guidance. Amendments included an additional transition 
option that allowed 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.

On February 3, 2019, the Company adopted ASU 2016-02 and all related amendments using the optional transition method and 
elected the package of practical expedients permitted under the transition guidance within the new standard. Such election 
allowed the Company to not reassess whether any expired or existing contracts are or contain leases, not to reassess the lease 
classification for any expired or existing leases, and not to reassess initial direct costs for any existing leases. The Company also 
elected the practical expedient related to land easements. The Company did not elect the practical expedient of hindsight when 
determining the lease term of existing contracts at the effective date.

The Company has lease agreements with non-lease components that relate to the lease components and elected the practical 
expedient to account for non-lease components, and the lease components to which they relate, as a single lease component for 
all classes of underlying assets. The Company also elected to keep short-term leases with an initial term of 12 months or less off 
the Consolidated Balance Sheet.

Adoption of these standards did not materially affect the Company’s consolidated net income or cash flows, but resulted in the 
recognition of $2.5 billion of lease assets and $3.1 billion of lease liabilities as of February 3, 2019. In connection with the 
adoption, pre-existing liabilities for deferred rent and various lease incentives were reclassified as a component of the lease 
assets. Accordingly, the Company recorded an $8.0 million adjustment to opening retained earnings in fiscal 2019, primarily 
resulting from the impairment of lease assets recognized at adoption.

Recently Issued Accounting Pronouncements

Reference Rate Reform

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference 
Rate Reform on Financial Reporting.” The update provides optional guidance for a limited period of time to ease potential 
accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as the 
London Interbank Offered Rate (“LIBOR”). The amendments in this ASU can be applied anytime between the first quarter of 
fiscal 2020 and the fourth quarter of fiscal 2022 and apply only to contracts, hedging relationships, and other transactions that 
reference LIBOR or another reference rate expected to be discontinued. The Company’s primary association with LIBOR was 
through interest rates applicable to loans under the former revolving credit facility, which was terminated in January 2022 and 
replaced with a new revolving credit facility that uses an adjusted secured overnight financing rate (“SOFR”). See Note 8–
Revolving Credit Facility for additional details. Accordingly, the impact of Topic 848 on the Company's financial statements 
and related disclosures is not expected to be significant.

Convertible Instruments

In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and 
Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40),” which removes the separation models for 
convertible debt with cash conversion or beneficial conversion features. ASU 2020-06 also requires the application of the if-
converted method for calculating earnings per diluted share, as the treasury stock method will no longer be permitted for 
convertible instruments. 

56

5757

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

DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The Company adopted ASU 2020-06 as of the first day of fiscal 2022 using the modified retrospective approach, which will 
result in the following adjustments to the Consolidated Balance Sheet (in millions):

3.  Property and Equipment 

Balance sheet line item

Convertible Senior Notes due 2025

Net deferred tax assets

Additional paid-in capital

Retained earnings

Last Day of Fiscal 
2021

Adoption of ASU 
2020-06

First Day of Fiscal 
2022

$ 

$ 

$ 

$ 

449.3  $ 

35.0  $ 

1,488.8  $ 

3,956.6  $ 

114.0  $ 

(29.3)  $ 

(119.0)  $ 

34.2  $ 

563.3 

5.7 

1,369.8 

3,990.8 

After adopting ASU 2020-06, the Company’s Convertible Senior Notes due 2025 (the “Convertible Senior Notes”) will be 
reflected entirely as a liability since the embedded conversion feature will no longer be separately presented within 
stockholders’ equity, eliminating the non-cash debt discount. Accordingly, the Company expects that fiscal 2022 earnings will 
not include $27.4 million of pre-tax non-cash interest expense that was incurred in fiscal 2021, decreasing the effective interest 
rate on the Convertible Senior Notes from 11.6% to 3.9%. 

Despite the Company’s intention to settle the principal amount of the Convertible Senior Notes in cash, the application of the if-
converted method requires earnings per diluted share to reflect the assumed share conversion of the Convertible Senior Notes, 
which was 17.5 million dilutive shares as of January 29, 2022. The Company does not expect the adoption of ASU 2020-06 to 
have a material impact on its earnings per diluted share.

2.  Earnings per Common Share

The computations for basic and diluted earnings per common share were as follows for the fiscal years presented below (in 
thousands, except per share data): 

Net income

Weighted average common shares outstanding - basic

Dilutive effect of stock-based awards

Dilutive effect of Convertible Senior Notes

Dilutive effect of warrants

Weighted average common shares outstanding - diluted

Earnings per common share - basic

Earnings per common share - diluted

Stock-based awards excluded from diluted shares

2021

2020

2019

$ 

1,519,871  $ 

530,251  $ 

297,462 

83,183 

6,503 

11,332 

8,560 

109,578 

84,258 

4,185 

3,460 

736 

92,639 

$ 

$ 

18.27  $ 

13.87  $ 

6.29  $ 

5.72  $ 

42 

1,688 

87,502 

1,564 

— 

— 

89,066 

3.40 

3.34 

2,990 

For fiscal years 2021 and 2020, the dilutive effect of the Convertible Senior Notes included approximately 11.3 million and 
3.5 million shares, respectively, that are designed to be offset at settlement by shares delivered from the bond hedge purchased 
by the Company. The shares provided by the bond hedge are anti-dilutive; accordingly, they are not treated as a reduction to 
diluted weighted average shares outstanding. See Note 10–Convertible Senior Notes.

Property and equipment are recorded at cost and consist of the following as of the end of the fiscal years presented below (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

2021

2020

$ 

332,207  $ 

328,417 

1,846,630 

1,246,138 

508,870 

1,729,239 

1,158,691 

460,004 

3,933,845 

3,676,351 

(2,614,164)   

(2,376,086) 

$ 

1,319,681  $ 

1,300,265 

The amounts above include construction in progress of $39.8 million and $69.2 million for fiscal 2021 and 2020, respectively. 

4.  Goodwill and Intangible Assets

Goodwill

The carrying amount of goodwill for fiscal 2021 and fiscal 2020 was $245.9 million, which is recorded net of $111.3 million in 
accumulated impairments. No impairment charges were recorded against goodwill in fiscal 2021, 2020, or 2019.

Intangible Assets

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

Trademarks (indefinite-lived)

Trade names (indefinite-lived)

Customer lists

Acquired technology and other finite-lived intangible assets

Other indefinite-lived intangible assets

Total intangible assets

2021

2020

Gross 

Amount

Accumulated 

Amortization

Gross 

Amount

Accumulated 

Amortization

$ 

61,315  $ 

—  $ 

61,315  $ 

15,660 

18,195 

12,016 

5,629 

(14,032)   

(12,016)   

— 

— 

15,660 

18,195 

12,016 

5,242 

— 

— 

(11,604) 

(10,773) 

— 

$ 

112,815  $ 

(26,048)  $  112,428  $ 

(22,377) 

The Company had indefinite-lived and finite-lived intangible assets, net of accumulated amortization, of $82.6 million and $4.2 
million, respectively, as of January 29, 2022 and $82.2 million and $7.8 million, respectively, as of January 30, 2021. 
Amortization of the Company’s finite-lived intangible assets was $3.7 million, $4.3 million, and $5.3 million in fiscal 2021, 
2020, and 2019, respectively.

In fiscal 2019, the Company sold two technology subsidiaries, Blue Sombrero and Affinity Sports, to Stack Sports (unaffiliated 
with the Company’s Executive Chairman, Edward Stack) for net cash proceeds of $40.4 million. In connection with the sale, 
the Company recorded a pre-tax gain of $33.8 million and disposed of goodwill and intangible assets, net of accumulated 
amortization, of $4.6 million and $2.1 million, respectively.  

58
58

59

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

The Company adopted ASU 2020-06 as of the first day of fiscal 2022 using the modified retrospective approach, which will 

3.  Property and Equipment 

result in the following adjustments to the Consolidated Balance Sheet (in millions):

Balance sheet line item

Convertible Senior Notes due 2025

Net deferred tax assets

Additional paid-in capital

Retained earnings

Last Day of Fiscal 

Adoption of ASU 

First Day of Fiscal 

2021

2020-06

2022

$ 

$ 

$ 

$ 

449.3  $ 

35.0  $ 

1,488.8  $ 

3,956.6  $ 

114.0  $ 

(29.3)  $ 

(119.0)  $ 

34.2  $ 

563.3 

5.7 

1,369.8 

3,990.8 

After adopting ASU 2020-06, the Company’s Convertible Senior Notes due 2025 (the “Convertible Senior Notes”) will be 

reflected entirely as a liability since the embedded conversion feature will no longer be separately presented within 

stockholders’ equity, eliminating the non-cash debt discount. Accordingly, the Company expects that fiscal 2022 earnings will 
not include $27.4 million of pre-tax non-cash interest expense that was incurred in fiscal 2021, decreasing the effective interest 

rate on the Convertible Senior Notes from 11.6% to 3.9%. 

Despite the Company’s intention to settle the principal amount of the Convertible Senior Notes in cash, the application of the if-
converted method requires earnings per diluted share to reflect the assumed share conversion of the Convertible Senior Notes, 
which was 17.5 million dilutive shares as of January 29, 2022. The Company does not expect the adoption of ASU 2020-06 to 

have a material impact on its earnings per diluted share.

Property and equipment are recorded at cost and consist of the following as of the end of the fiscal years presented below (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

2021

2020

$ 

332,207  $ 

328,417 

1,846,630 

1,246,138 

508,870 

1,729,239 

1,158,691 

460,004 

3,933,845 

3,676,351 

(2,614,164)   

(2,376,086) 

$ 

1,319,681  $ 

1,300,265 

The amounts above include construction in progress of $39.8 million and $69.2 million for fiscal 2021 and 2020, respectively. 

4.  Goodwill and Intangible Assets

Goodwill

The carrying amount of goodwill for fiscal 2021 and fiscal 2020 was $245.9 million, which is recorded net of $111.3 million in 
accumulated impairments. No impairment charges were recorded against goodwill in fiscal 2021, 2020, or 2019.

The computations for basic and diluted earnings per common share were as follows for the fiscal years presented below (in 

Intangible Assets

2021

2020

2019

$ 

1,519,871  $ 

530,251  $ 

297,462 

83,183 

6,503 

11,332 

8,560 

109,578 

84,258 

4,185 

3,460 

736 

92,639 

$ 

$ 

18.27  $ 

13.87  $ 

6.29  $ 

5.72  $ 

42 

1,688 

87,502 

1,564 

— 

— 

89,066 

3.40 

3.34 

2,990 

For fiscal years 2021 and 2020, the dilutive effect of the Convertible Senior Notes included approximately 11.3 million and 
3.5 million shares, respectively, that are designed to be offset at settlement by shares delivered from the bond hedge purchased 
by the Company. The shares provided by the bond hedge are anti-dilutive; accordingly, they are not treated as a reduction to 

diluted weighted average shares outstanding. See Note 10–Convertible Senior Notes.

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

Trademarks (indefinite-lived)

Trade names (indefinite-lived)

Customer lists

Acquired technology and other finite-lived intangible assets

Other indefinite-lived intangible assets

Total intangible assets

2021

2020

Gross 
Amount

Accumulated 
Amortization

Gross 
Amount

Accumulated 
Amortization

$ 

61,315  $ 

—  $ 

61,315  $ 

15,660 

18,195 

12,016 

5,629 

— 

(14,032)   

(12,016)   

— 

15,660 

18,195 

12,016 

5,242 

— 

— 

(11,604) 

(10,773) 

— 

$ 

112,815  $ 

(26,048)  $  112,428  $ 

(22,377) 

The Company had indefinite-lived and finite-lived intangible assets, net of accumulated amortization, of $82.6 million and $4.2 
million, respectively, as of January 29, 2022 and $82.2 million and $7.8 million, respectively, as of January 30, 2021. 
Amortization of the Company’s finite-lived intangible assets was $3.7 million, $4.3 million, and $5.3 million in fiscal 2021, 
2020, and 2019, respectively.

In fiscal 2019, the Company sold two technology subsidiaries, Blue Sombrero and Affinity Sports, to Stack Sports (unaffiliated 
with the Company’s Executive Chairman, Edward Stack) for net cash proceeds of $40.4 million. In connection with the sale, 
the Company recorded a pre-tax gain of $33.8 million and disposed of goodwill and intangible assets, net of accumulated 
amortization, of $4.6 million and $2.1 million, respectively.  

2.  Earnings per Common Share

thousands, except per share data): 

Net income

Weighted average common shares outstanding - basic

Dilutive effect of stock-based awards

Dilutive effect of Convertible Senior Notes

Dilutive effect of warrants

Weighted average common shares outstanding - diluted

Earnings per common share - basic

Earnings per common share - diluted

Stock-based awards excluded from diluted shares

58

5959

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fiscal Year

2022
2023
2024
   Total

5.  Accrued Expenses

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

DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The Company expects to recognize amortization expense on existing finite-lived intangible assets as follows (in thousands):

The components of lease cost for the following fiscal years presented below were as follows (in thousands):

Estimated 
Amortization 
Expense

$ 

$ 

2,428 
1,544 
191 
4,163 

Operating lease cost

Short-term lease cost

Variable lease cost

Sublease income

Total lease cost

2021

2020

2019

$ 

574,929  $ 

584,392  $ 

14,588 

114,664 

(11,571)   

692,610  $ 

10,625 

119,007 

(10,798)   

703,226  $ 

$ 

590,381 

7,579 

119,452 

(5,135) 

712,277 

Accrued expenses consist of the following as of the end of the fiscal years presented below (in thousands):

Payroll, withholdings and benefits

Real estate taxes, utilities and other occupancy costs

Property and equipment

Treasury stock

Sales tax

Other 

Total accrued expenses

6.  Deferred Revenue and Other Liabilities

2021

2020

$ 

297,409  $ 

270,895 

88,860 

35,903 

31,733 

30,540 

135,698 

$ 

620,143  $ 

78,836 

26,981 

— 

30,175 

111,247 

518,134 

Supplemental cash flow information related to operating leases for the following fiscal years are presented below (in 
thousands):  

Cash paid for amounts included in the measurement of 
operating lease liabilities
Non-cash operating lease assets and liabilities obtained in 
exchange for new or modified leases

$ 

$ 

2021

2020

2019

679,289  $ 

620,529  $ 

655,679 

368,515  $ 

299,619  $ 

244,153 

Supplemental balance sheet information related to operating leases were as follows: 

Weighted average remaining lease term for operating leases

Weighted average discount rate for operating leases

January 29,

2022

January 30,

2021

6.09 years

 5.82 %

6.40 years

 6.44 %

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

Future maturities of operating lease liabilities were as follows as of January 29, 2022 (in thousands):

Current:

Deferred gift card revenue

Customer loyalty program

Other

Total current deferred revenue and other liabilities

Long-term:

Deferred compensation

Other

Total other long-term liabilities

7.  Leases

2021

2020

$ 

209,763  $ 

173,786 

46,071 

61,599 

41,600 

44,918 

317,433  $ 

260,304 

150,825  $ 

125,696 

46,709 

59,630 

197,534  $ 

185,326 

$ 

$ 

$ 

Fiscal Year

2022

2023

2024

2025

2026

Thereafter

Total future undiscounted lease payments

Less: imputed interest

      Total reported lease liability

$ 

667,879 

593,898 

499,459 

402,644 

314,492 

575,587 

3,053,959 

(474,495) 

$ 

2,579,464 

The Company has entered into operating leases, primarily related to future store locations, that have not yet commenced. As of 
January 29, 2022 the future minimum payments on these leases approximated $39.0 million.

The Company acts as sublessor on several operating leases. As of January 29, 2022, total future minimum rentals under non-
cancellable subleases approximated $62.0 million.

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. The Company’s stores generally have initial lease terms of 10 to 15 years and 
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. 

60
60

61

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

The Company expects to recognize amortization expense on existing finite-lived intangible assets as follows (in thousands):

The components of lease cost for the following fiscal years presented below were as follows (in thousands):

Estimated 
Amortization 
Expense

$ 

$ 

2,428 
1,544 
191 
4,163 

Operating lease cost

Short-term lease cost

Variable lease cost

Sublease income

Total lease cost

2021

2020

2019

$ 

574,929  $ 

584,392  $ 

14,588 

114,664 

(11,571)   

692,610  $ 

10,625 

119,007 

(10,798)   

703,226  $ 

$ 

590,381 

7,579 

119,452 

(5,135) 

712,277 

2021

2020

$ 

297,409  $ 

270,895 

88,860 

35,903 

31,733 

30,540 

135,698 

$ 

620,143  $ 

78,836 

26,981 

— 

30,175 

111,247 

518,134 

Supplemental cash flow information related to operating leases for the following fiscal years are presented below (in 
thousands):  

Cash paid for amounts included in the measurement of 
operating lease liabilities
Non-cash operating lease assets and liabilities obtained in 
exchange for new or modified leases

$ 

$ 

2021

2020

2019

679,289  $ 

620,529  $ 

655,679 

368,515  $ 

299,619  $ 

244,153 

Supplemental balance sheet information related to operating leases were as follows: 

Weighted average remaining lease term for operating leases

Weighted average discount rate for operating leases

January 29,
2022

January 30,
2021

6.09 years

 5.82 %

6.40 years

 6.44 %

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

Future maturities of operating lease liabilities were as follows as of January 29, 2022 (in thousands):

2021

2020

$ 

209,763  $ 

173,786 

46,071 

61,599 

41,600 

44,918 

317,433  $ 

260,304 

150,825  $ 

125,696 

46,709 

59,630 

197,534  $ 

185,326 

$ 

$ 

$ 

Fiscal Year

2022

2023

2024

2025

2026

Thereafter

Total future undiscounted lease payments

Less: imputed interest

      Total reported lease liability

$ 

667,879 

593,898 

499,459 

402,644 

314,492 

575,587 

3,053,959 

(474,495) 

$ 

2,579,464 

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. The Company’s stores generally have initial lease terms of 10 to 15 years and 
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. 

The Company has entered into operating leases, primarily related to future store locations, that have not yet commenced. As of 
January 29, 2022 the future minimum payments on these leases approximated $39.0 million.

The Company acts as sublessor on several operating leases. As of January 29, 2022, total future minimum rentals under non-
cancellable subleases approximated $62.0 million.

Accrued expenses consist of the following as of the end of the fiscal years presented below (in thousands):

Fiscal Year

2022

2023

2024

   Total

5.  Accrued Expenses

Payroll, withholdings and benefits

Real estate taxes, utilities and other occupancy costs

Property and equipment

Treasury stock

Sales tax

Other 

Total accrued expenses

6.  Deferred Revenue and Other Liabilities

Total current deferred revenue and other liabilities

Current:

Deferred gift card revenue

Customer loyalty program

Other

Other

Long-term:

Deferred compensation

Total other long-term liabilities

7.  Leases

60

6161

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

DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

8.  Revolving Credit Facility 

Redemption   

On January 14, 2022, the Company terminated its existing $1.855 billion revolving credit facility and entered into a new credit 
agreement (the “Credit Agreement”), with Wells Fargo Bank, National Association, as administrative agent, providing for 
$1.6 billion in unsecured revolving credit capacity (the “Credit Facility”), of which up to $75.0 million is available for letters of 
credit. The Credit Facility matures on January 14, 2027, subject to extensions permitted under the Credit Agreement, and allows 
for $500.0 million in additional incremental borrowing capacity, subject to existing or new lenders agreeing to provide such 
additional revolving commitments. 

The loans under the Credit Facility bear interest at an alternate base rate or an adjusted SOFR plus, in each case, an applicable 
margin of 0.125% with respect to the alternate base rate and 1.125% with respect to the adjusted SOFR as of January 29, 2022, 
which is subject to adjustment based on the Company’s public debt rating. The Credit Facility allows voluntary repayment of 
outstanding loans at any time without premium or penalty, other than customary breakage costs with respect to SOFR loans. 
The unused portion of the Credit Facility is subject to a commitment fee of 0.11% per year as of January 29, 2022, which is 
adjusted based on the Company’s public debt rating. There were no borrowings outstanding under the Company’s revolving 
line of credit agreements at January 29, 2022 or January 30, 2021. After adjusting for outstanding letters of credit of 
$16.1 million, the Company’s total remaining borrowing capacity under the Credit Facility was $1.58 billion at January 29, 
2022. 

The Credit Agreement contains representations and warranties, affirmative and negative covenants and events of default 
customary for unsecured financings of this type, including negative covenants that, among other things, limit the ability of the 
Company and certain of its subsidiaries to incur liens, limit the ability of the Company to make certain fundamental changes 
and limit the ability of the Company’s non-guarantor subsidiaries to incur indebtedness, in each case subject to a number of 
important exceptions and qualifications. The Credit Agreement also contains a maximum lease-adjusted leverage ratio 
covenant. The Company was in compliance with all covenants of the Credit Agreement at January 29, 2022.

9.  Senior Notes

Key Terms  

On January 14, 2022, the Company issued $750.0 million aggregate principal amount of 3.15% senior notes due 2032 (the 
“2032 Notes”) and $750.0 million aggregate principal amount of 4.10% senior notes due 2052 (the “2052 Notes” and, together 
with the 2032 Notes, the “Senior Notes”). The Senior Notes were issued under a base indenture, dated as of January 14, 2022 
(the “Base Indenture”), as supplemented by a supplemental indenture, dated as of January 14, 2022 (the “Supplemental 
Indenture” and, together with the Base Indenture, the “Indenture”), in each case by and between the Company and U.S. Bank 
National Association, as trustee. The Notes are unsecured, unsubordinated obligations of the Company and rank equally in right 
of payment to all of the Company’s existing and future unsecured and unsubordinated debt and other obligations. The Company 
is required to pay interest on the Senior Notes semi-annually, in arrears, on January 15 and July 15 of each year, commencing 
on July 15, 2022.

Net Proceeds and Carrying Values 

Net proceeds from the issuance of the Senior Notes totaled approximately $1.5 billion, after deducting the applicable discount. 
The Company also incurred approximately $15.3 million in offering expenses, including underwriting fees, related to the 
issuance of the Senior Notes. Together, the discount, underwriting fees and offering expenses will be amortized over the 
respective terms of the Senior Notes using the effective interest method. The effective interest rate on the 2032 Notes is 3.28%, 
and the effective interest rate on the 2052 Notes is 4.18%.

The carrying values of the Senior Notes were as follows at January 29, 2022 (in millions):

Principal

Discounts and issuance costs

Carrying amount

2032 Notes

2052 Notes

Total

$ 

$ 

750.0  $ 

(8.3)   

741.7  $ 

750.0  $ 

(10.3)   

739.7  $ 

1,500.0 

(18.6) 

1,481.4 

The Company may redeem the Senior Notes, at its option, in whole or in part, at any time and from time-to-time prior to (i) in 
the case of the 2032 Notes, October 15, 2031 (the date that is three months before the maturity date of the 2032 Notes), and (ii) 
in the case of the 2052 Notes, July 15, 2051 (the date that is six months before the maturity date of the 2052 Notes) (the 
applicable date with respect to each such series of Senior Notes, the “Applicable Par Call Date”), in each case, at a “make-
whole” price described in the Supplemental Indenture plus accrued and unpaid interest to, but excluding, the redemption date. 
In addition, on or after the Applicable Par Call Date, the Company may redeem either series of the Senior Notes, at its option, 
in whole or in part, at any time and from time-to-time, at a redemption price equal to 100% of the principal amount of the 
Senior Notes of such series to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.

Change in Control 

In the event of certain change of control triggering events with respect to the Senior Notes of either series (subject to certain 
exceptions), the Company will be required to make an offer to each holder of the applicable Notes of such series to repurchase 
all or part of its Senior Notes of such series at a purchase price in cash equal to 101% of the principal amount of such Senior 
Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase. 

Covenants

The Indenture contains certain covenants that, among other things, restrict the Company’s and certain of its subsidiaries’ ability 
to incur certain indebtedness secured by liens on certain assets and limit the ability of the Company to make certain 
fundamental changes, in each case subject to a number of exceptions and qualifications described in the Indenture. The 
Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of 
and accrued interest on the Senior Notes to become or to be declared due and payable, as applicable. The Company was in 
compliance with its covenants at January 29, 2022.

10.  Convertible Senior Notes 

Overview 

In April 2020, the Company closed on an aggregate $575.0 million of 3.25% Convertible Senior Notes due 2025, including the 
exercise of the full $75.0 million over-allotment option, receiving proceeds of $557.6 million, net of $17.4 million of 
transaction fees and other third-party offering expenses. The Convertible Senior Notes accrue interest at a rate of 3.25% per 
annum, payable semi-annually in arrears on April 15 and October 15 and mature on April 15, 2025, unless earlier repurchased, 
redeemed or converted.  

The Convertible Senior Notes are the Company’s unsecured, unsubordinated obligations and are equal in right of payment with 
the Company’s existing and future unsecured, unsubordinated indebtedness; senior in right of payment to the Company’s 
existing and future indebtedness that is expressly subordinated in right of payment to the Convertible Senior Notes; effectively 
subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that 
indebtedness; and structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, 
and preferred equity, if any, of the Company’s subsidiaries.

Conversion Terms

Upon issuance of the Convertible Senior Notes in April 2020, the initial conversion rate was 28.2618 shares of the Company’s 
common stock per $1,000 principal amount of Convertible Senior Notes, which represented an initial conversion price of 
approximately $35.38 per share. The conversion rate is subject to customary adjustments upon the occurrence of certain events, 
such as the payment of dividends. In addition, upon the occurrence of a fundamental change prior to the maturity of the 
Convertible Senior Notes, the Company will, in certain circumstances, increase the conversion rate by a specified number of 
additional shares for a holder that elects to convert the Convertible Senior Notes in connection with such a fundamental change. 

As of January 29, 2022, the conversion rate for the Convertible Senior Notes was 30.5068, which represents a conversion price 
of $32.78 per share. The difference between the initial conversion rate and the conversion rate as of January 29, 2022 is due to 
dividends that have been declared and paid on shares of the Company’s common stock following the issuance of the 
Convertible Senior Notes. Because the closing price of the Company’s common stock of $113.19 at the end of fiscal 2021 
exceeded the conversion price of $32.78, the if-converted value exceeded the principal amount of the Convertible Senior Notes 
by approximately $1.4 billion at January 29, 2022. As described below, the Company entered into convertible note hedge 
transactions, which are expected to reduce the potential dilution with respect to the Company’s common stock upon conversion 
of the Convertible Senior Notes.

62
62

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DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

8.  Revolving Credit Facility 

Redemption   

On January 14, 2022, the Company terminated its existing $1.855 billion revolving credit facility and entered into a new credit 
agreement (the “Credit Agreement”), with Wells Fargo Bank, National Association, as administrative agent, providing for 
$1.6 billion in unsecured revolving credit capacity (the “Credit Facility”), of which up to $75.0 million is available for letters of 
credit. The Credit Facility matures on January 14, 2027, subject to extensions permitted under the Credit Agreement, and allows 
for $500.0 million in additional incremental borrowing capacity, subject to existing or new lenders agreeing to provide such 

additional revolving commitments. 

The loans under the Credit Facility bear interest at an alternate base rate or an adjusted SOFR plus, in each case, an applicable 
margin of 0.125% with respect to the alternate base rate and 1.125% with respect to the adjusted SOFR as of January 29, 2022, 
which is subject to adjustment based on the Company’s public debt rating. The Credit Facility allows voluntary repayment of 
outstanding loans at any time without premium or penalty, other than customary breakage costs with respect to SOFR loans. 
The unused portion of the Credit Facility is subject to a commitment fee of 0.11% per year as of January 29, 2022, which is 
adjusted based on the Company’s public debt rating. There were no borrowings outstanding under the Company’s revolving 

line of credit agreements at January 29, 2022 or January 30, 2021. After adjusting for outstanding letters of credit of 

$16.1 million, the Company’s total remaining borrowing capacity under the Credit Facility was $1.58 billion at January 29, 

2022. 

The Credit Agreement contains representations and warranties, affirmative and negative covenants and events of default 

customary for unsecured financings of this type, including negative covenants that, among other things, limit the ability of the 
Company and certain of its subsidiaries to incur liens, limit the ability of the Company to make certain fundamental changes 
and limit the ability of the Company’s non-guarantor subsidiaries to incur indebtedness, in each case subject to a number of 

important exceptions and qualifications. The Credit Agreement also contains a maximum lease-adjusted leverage ratio 

covenant. The Company was in compliance with all covenants of the Credit Agreement at January 29, 2022.

9.  Senior Notes

Key Terms  

On January 14, 2022, the Company issued $750.0 million aggregate principal amount of 3.15% senior notes due 2032 (the 
“2032 Notes”) and $750.0 million aggregate principal amount of 4.10% senior notes due 2052 (the “2052 Notes” and, together 
with the 2032 Notes, the “Senior Notes”). The Senior Notes were issued under a base indenture, dated as of January 14, 2022 

(the “Base Indenture”), as supplemented by a supplemental indenture, dated as of January 14, 2022 (the “Supplemental 

Indenture” and, together with the Base Indenture, the “Indenture”), in each case by and between the Company and U.S. Bank 
National Association, as trustee. The Notes are unsecured, unsubordinated obligations of the Company and rank equally in right 
of payment to all of the Company’s existing and future unsecured and unsubordinated debt and other obligations. The Company 
is required to pay interest on the Senior Notes semi-annually, in arrears, on January 15 and July 15 of each year, commencing 

on July 15, 2022.

Net Proceeds and Carrying Values 

Net proceeds from the issuance of the Senior Notes totaled approximately $1.5 billion, after deducting the applicable discount. 
The Company also incurred approximately $15.3 million in offering expenses, including underwriting fees, related to the 

issuance of the Senior Notes. Together, the discount, underwriting fees and offering expenses will be amortized over the 

respective terms of the Senior Notes using the effective interest method. The effective interest rate on the 2032 Notes is 3.28%, 

and the effective interest rate on the 2052 Notes is 4.18%.

The carrying values of the Senior Notes were as follows at January 29, 2022 (in millions):

Principal

Discounts and issuance costs

Carrying amount

2032 Notes

2052 Notes

Total

$ 

$ 

750.0  $ 

(8.3)   

741.7  $ 

750.0  $ 

(10.3)   

739.7  $ 

1,500.0 

(18.6) 

1,481.4 

The Company may redeem the Senior Notes, at its option, in whole or in part, at any time and from time-to-time prior to (i) in 
the case of the 2032 Notes, October 15, 2031 (the date that is three months before the maturity date of the 2032 Notes), and (ii) 
in the case of the 2052 Notes, July 15, 2051 (the date that is six months before the maturity date of the 2052 Notes) (the 
applicable date with respect to each such series of Senior Notes, the “Applicable Par Call Date”), in each case, at a “make-
whole” price described in the Supplemental Indenture plus accrued and unpaid interest to, but excluding, the redemption date. 
In addition, on or after the Applicable Par Call Date, the Company may redeem either series of the Senior Notes, at its option, 
in whole or in part, at any time and from time-to-time, at a redemption price equal to 100% of the principal amount of the 
Senior Notes of such series to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.

Change in Control 

In the event of certain change of control triggering events with respect to the Senior Notes of either series (subject to certain 
exceptions), the Company will be required to make an offer to each holder of the applicable Notes of such series to repurchase 
all or part of its Senior Notes of such series at a purchase price in cash equal to 101% of the principal amount of such Senior 
Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase. 

Covenants

The Indenture contains certain covenants that, among other things, restrict the Company’s and certain of its subsidiaries’ ability 
to incur certain indebtedness secured by liens on certain assets and limit the ability of the Company to make certain 
fundamental changes, in each case subject to a number of exceptions and qualifications described in the Indenture. The 
Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of 
and accrued interest on the Senior Notes to become or to be declared due and payable, as applicable. The Company was in 
compliance with its covenants at January 29, 2022.

10.  Convertible Senior Notes 

Overview 

In April 2020, the Company closed on an aggregate $575.0 million of 3.25% Convertible Senior Notes due 2025, including the 
exercise of the full $75.0 million over-allotment option, receiving proceeds of $557.6 million, net of $17.4 million of 
transaction fees and other third-party offering expenses. The Convertible Senior Notes accrue interest at a rate of 3.25% per 
annum, payable semi-annually in arrears on April 15 and October 15 and mature on April 15, 2025, unless earlier repurchased, 
redeemed or converted.  

The Convertible Senior Notes are the Company’s unsecured, unsubordinated obligations and are equal in right of payment with 
the Company’s existing and future unsecured, unsubordinated indebtedness; senior in right of payment to the Company’s 
existing and future indebtedness that is expressly subordinated in right of payment to the Convertible Senior Notes; effectively 
subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that 
indebtedness; and structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, 
and preferred equity, if any, of the Company’s subsidiaries.

Conversion Terms

Upon issuance of the Convertible Senior Notes in April 2020, the initial conversion rate was 28.2618 shares of the Company’s 
common stock per $1,000 principal amount of Convertible Senior Notes, which represented an initial conversion price of 
approximately $35.38 per share. The conversion rate is subject to customary adjustments upon the occurrence of certain events, 
such as the payment of dividends. In addition, upon the occurrence of a fundamental change prior to the maturity of the 
Convertible Senior Notes, the Company will, in certain circumstances, increase the conversion rate by a specified number of 
additional shares for a holder that elects to convert the Convertible Senior Notes in connection with such a fundamental change. 

As of January 29, 2022, the conversion rate for the Convertible Senior Notes was 30.5068, which represents a conversion price 
of $32.78 per share. The difference between the initial conversion rate and the conversion rate as of January 29, 2022 is due to 
dividends that have been declared and paid on shares of the Company’s common stock following the issuance of the 
Convertible Senior Notes. Because the closing price of the Company’s common stock of $113.19 at the end of fiscal 2021 
exceeded the conversion price of $32.78, the if-converted value exceeded the principal amount of the Convertible Senior Notes 
by approximately $1.4 billion at January 29, 2022. As described below, the Company entered into convertible note hedge 
transactions, which are expected to reduce the potential dilution with respect to the Company’s common stock upon conversion 
of the Convertible Senior Notes.

62

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

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Upon conversion, the Company may settle the Convertible Senior Notes for cash, shares of the Company’s stock, or a 
combination thereof, at the Company’s option. The Company also has the ability to irrevocably elect to settle the Convertible 
Senior Notes in cash without amending the indentures or the Convertible Senior Notes themselves. The Company currently 
intends to settle the principal amount of the Convertible Senior Notes in cash and any conversion premium in shares of its 
common stock.

Convertible debt instruments that may be settled in cash are required to be separated into liability and equity components. The 
allocation to the liability component is based on the fair value of a similar instrument that does not contain an equity conversion 
option. Based on this debt to equity ratio, debt issuance costs are then allocated to the liability and equity components in a 
similar manner. Accordingly, at issuance the Company allocated $396.9 million to the debt liability and $160.7 million to 
additional paid in capital. 

Financial Statement Impacts

The difference between the principal amount of the Convertible Senior Notes and the liability component, inclusive of issuance 
costs, represents the debt discount, which the Company amortizes to interest expense using an effective interest rate of 11.6%. 
During fiscal 2021 and fiscal 2020, the Company recognized $49.5 million and $36.4 million, respectively, of total interest 
expense related to the Convertible Senior Notes, of which $30.8 million and $21.6 million, respectively, was attributed to non-
cash amortization of the debt discount. See Note 1–Basis of Presentation and Summary of Significant Accounting Policies for 
details on how the Company will change its accounting for the Convertible Senior Notes beginning in fiscal 2022.

A summary of the composition of the net carrying values of the liability and equity components of the Convertible Senior Notes 
as of the end of the following fiscal years is presented below (in millions):

Principal

Debt discount

Carrying amount
Equity component (*)

2021

2020

575.0  $ 

(125.7)

449.3  $ 

160.7  $ 

575.0 

(156.5)

418.5 

160.7 

$ 

$ 

$ 

    (*)  Presented within additional paid-in capital on the Consolidated Balance Sheets.

Early Conversion 

Prior to the close of business on the business day immediately preceding December 2, 2024, noteholders may convert their 
Convertible Senior Notes into shares of the Company’s common stock at their option only in the following circumstances:

•

•

•

•

during any calendar quarter, if the last reported sale price per share of the Company’s common stock for each of at 
least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the 
last trading day of the immediately preceding calendar quarter, exceeds 130% of the conversion price then in effect on 
each applicable trading day; 

during the five consecutive business days immediately after any five consecutive trading day period (such five 
consecutive trading day period, the “Measurement Period”) if the trading price per $1,000 principal amount of 
Convertible Senior Notes for each trading day of the Measurement Period was less than 98% of the product of the last 
reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such 
trading day;

upon the occurrence of certain corporate events or distributions on the Company’s common stock, including but not 
limited to a fundamental change; or

if the Company calls all or any Convertible Senior Notes for redemption.

At January 29, 2022, the stock price conditions under which the Convertible Senior Notes could be convertible at the holders’ 
option were met. However, the Company has not received any material conversion requests through the filing date of this 
Annual Report on Form 10-K.

On or after December 2, 2024, until the close of business on the second scheduled trading day immediately before the maturity 
date of the Convertible Senior Notes, noteholders may convert their Convertible Senior Notes at their option at any time, 
regardless of the foregoing conditions. 
64

64

The Company may redeem the Convertible Senior Notes at its option at any time on or after April 17, 2023 at a cash 
redemption price equal to the principal amount of the Convertible Senior Notes to be redeemed, plus accrued and unpaid 
interest, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price 
on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and 
including, the trading day immediately before the date the Company sends the related redemption notice and (ii) the trading day 
immediately before the date the Company sends such notice. In addition, calling any Convertible Senior Note for redemption 
will constitute a Make-Whole Fundamental Change with respect to that Convertible Senior Note, in which case the conversion 
rate applicable to the conversion of that Convertible Senior Note will be increased in certain circumstances if it is converted 
after it is called for redemption.

Upon the occurrence of a fundamental change prior to the maturity date of the Convertible Senior Notes, holders of the 
Convertible Senior Notes may require the Company to repurchase all or a portion of the Convertible Senior Notes for cash at a 
price equal to 100% of the principal amount of the Convertible Senior Notes to be repurchased, plus any accrued and unpaid 
interest to, but excluding, the fundamental change repurchase date.

Convertible Note Hedge and Warrant Transactions 

In connection with the sale of the Convertible Senior Notes, the Company purchased a bond hedge designed to mitigate the 
potential dilution to shareholders from the conversion of the Convertible Senior Notes. Under the five-year term of the bond 
hedge, upon a conversion of the bonds the Company will receive shares of common stock equal to the shares issued under the 
conversion feature of the Convertible Senior Notes. The aggregate number of shares that the Company could be obligated to 
issue upon conversion of the Convertible Senior Notes, and that the Company would receive under the bond hedge, is equal to 
the number of shares underlying the Convertible Senior Notes, or approximately 17.5 million shares at January 29, 2022.

The cost of the bond hedge was partially offset by the Company’s sale of warrants to acquire approximately 17.5 million shares 
of the Company’s common stock. The warrants were initially exercisable at a price of at least $52.42 per share and are subject 
to customary adjustments upon the occurrence of certain events, such as the payment of dividends. As of January 29, 2022, the 
warrants were exercisable at a price of at least $48.56 per share. The difference between the initial and current exercise price is 
due to dividends that have been declared and paid on shares of the Company’s common stock following the issuance of the 
warrants.  

The bond hedge and warrant transactions effectively increased the conversion price associated with the Convertible Senior 
Notes during the term of these transactions from 35% to 100% at their issuance, thereby reducing the dilutive economic effect 
to shareholders upon actual conversion. There would be dilution from the conversion of the Convertible Senior Notes to the 
extent that the then-market price per share of the common stock exceeds the exercise price of the warrants at the time of 
conversion.

The bond hedges and warrants are indexed to, and potentially settled in shares of, the Company’s common stock. The net cost 
of $55.8 million for the purchase of the bond hedges and sale of the warrants was recorded as a reduction to additional paid-in 
capital in the Consolidated Balance Sheets.

Upon their issuance in April 2020, the Company recorded a deferred tax liability of $42.7 million related to the debt discount 
associated with the Convertible Senior Notes and a deferred tax asset of $42.8 million related to the convertible note hedge 
transactions. The deferred tax liability and deferred tax asset are recorded in deferred income taxes on the Consolidated Balance 
Sheets.

11.  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.

65

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

Upon conversion, the Company may settle the Convertible Senior Notes for cash, shares of the Company’s stock, or a 

combination thereof, at the Company’s option. The Company also has the ability to irrevocably elect to settle the Convertible 
Senior Notes in cash without amending the indentures or the Convertible Senior Notes themselves. The Company currently 
intends to settle the principal amount of the Convertible Senior Notes in cash and any conversion premium in shares of its 

common stock.

Convertible debt instruments that may be settled in cash are required to be separated into liability and equity components. The 
allocation to the liability component is based on the fair value of a similar instrument that does not contain an equity conversion 
option. Based on this debt to equity ratio, debt issuance costs are then allocated to the liability and equity components in a 
similar manner. Accordingly, at issuance the Company allocated $396.9 million to the debt liability and $160.7 million to 

additional paid in capital. 

Financial Statement Impacts

The difference between the principal amount of the Convertible Senior Notes and the liability component, inclusive of issuance 
costs, represents the debt discount, which the Company amortizes to interest expense using an effective interest rate of 11.6%. 
During fiscal 2021 and fiscal 2020, the Company recognized $49.5 million and $36.4 million, respectively, of total interest 
expense related to the Convertible Senior Notes, of which $30.8 million and $21.6 million, respectively, was attributed to non-
cash amortization of the debt discount. See Note 1–Basis of Presentation and Summary of Significant Accounting Policies for 

details on how the Company will change its accounting for the Convertible Senior Notes beginning in fiscal 2022.

A summary of the composition of the net carrying values of the liability and equity components of the Convertible Senior Notes 

as of the end of the following fiscal years is presented below (in millions):

Principal

Debt discount

Carrying amount

Equity component (*)

Early Conversion 

    (*)  Presented within additional paid-in capital on the Consolidated Balance Sheets.

2021

2020

$ 

$ 

$ 

575.0  $ 

(125.7)

449.3  $ 

160.7  $ 

575.0 

(156.5)

418.5 

160.7 

Prior to the close of business on the business day immediately preceding December 2, 2024, noteholders may convert their 
Convertible Senior Notes into shares of the Company’s common stock at their option only in the following circumstances:

during any calendar quarter, if the last reported sale price per share of the Company’s common stock for each of at 
least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the 
last trading day of the immediately preceding calendar quarter, exceeds 130% of the conversion price then in effect on 

each applicable trading day; 

•

during the five consecutive business days immediately after any five consecutive trading day period (such five 

consecutive trading day period, the “Measurement Period”) if the trading price per $1,000 principal amount of 

Convertible Senior Notes for each trading day of the Measurement Period was less than 98% of the product of the last 
reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such 

trading day;

limited to a fundamental change; or

upon the occurrence of certain corporate events or distributions on the Company’s common stock, including but not 

if the Company calls all or any Convertible Senior Notes for redemption.

At January 29, 2022, the stock price conditions under which the Convertible Senior Notes could be convertible at the holders’ 
option were met. However, the Company has not received any material conversion requests through the filing date of this 

Annual Report on Form 10-K.

On or after December 2, 2024, until the close of business on the second scheduled trading day immediately before the maturity 
date of the Convertible Senior Notes, noteholders may convert their Convertible Senior Notes at their option at any time, 

regardless of the foregoing conditions. 

•

•

•

64

The Company may redeem the Convertible Senior Notes at its option at any time on or after April 17, 2023 at a cash 
redemption price equal to the principal amount of the Convertible Senior Notes to be redeemed, plus accrued and unpaid 
interest, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price 
on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and 
including, the trading day immediately before the date the Company sends the related redemption notice and (ii) the trading day 
immediately before the date the Company sends such notice. In addition, calling any Convertible Senior Note for redemption 
will constitute a Make-Whole Fundamental Change with respect to that Convertible Senior Note, in which case the conversion 
rate applicable to the conversion of that Convertible Senior Note will be increased in certain circumstances if it is converted 
after it is called for redemption.

Upon the occurrence of a fundamental change prior to the maturity date of the Convertible Senior Notes, holders of the 
Convertible Senior Notes may require the Company to repurchase all or a portion of the Convertible Senior Notes for cash at a 
price equal to 100% of the principal amount of the Convertible Senior Notes to be repurchased, plus any accrued and unpaid 
interest to, but excluding, the fundamental change repurchase date.

Convertible Note Hedge and Warrant Transactions 

In connection with the sale of the Convertible Senior Notes, the Company purchased a bond hedge designed to mitigate the 
potential dilution to shareholders from the conversion of the Convertible Senior Notes. Under the five-year term of the bond 
hedge, upon a conversion of the bonds the Company will receive shares of common stock equal to the shares issued under the 
conversion feature of the Convertible Senior Notes. The aggregate number of shares that the Company could be obligated to 
issue upon conversion of the Convertible Senior Notes, and that the Company would receive under the bond hedge, is equal to 
the number of shares underlying the Convertible Senior Notes, or approximately 17.5 million shares at January 29, 2022.

The cost of the bond hedge was partially offset by the Company’s sale of warrants to acquire approximately 17.5 million shares 
of the Company’s common stock. The warrants were initially exercisable at a price of at least $52.42 per share and are subject 
to customary adjustments upon the occurrence of certain events, such as the payment of dividends. As of January 29, 2022, the 
warrants were exercisable at a price of at least $48.56 per share. The difference between the initial and current exercise price is 
due to dividends that have been declared and paid on shares of the Company’s common stock following the issuance of the 
warrants.  

The bond hedge and warrant transactions effectively increased the conversion price associated with the Convertible Senior 
Notes during the term of these transactions from 35% to 100% at their issuance, thereby reducing the dilutive economic effect 
to shareholders upon actual conversion. There would be dilution from the conversion of the Convertible Senior Notes to the 
extent that the then-market price per share of the common stock exceeds the exercise price of the warrants at the time of 
conversion.

The bond hedges and warrants are indexed to, and potentially settled in shares of, the Company’s common stock. The net cost 
of $55.8 million for the purchase of the bond hedges and sale of the warrants was recorded as a reduction to additional paid-in 
capital in the Consolidated Balance Sheets.

Upon their issuance in April 2020, the Company recorded a deferred tax liability of $42.7 million related to the debt discount 
associated with the Convertible Senior Notes and a deferred tax asset of $42.8 million related to the convertible note hedge 
transactions. The deferred tax liability and deferred tax asset are recorded in deferred income taxes on the Consolidated Balance 
Sheets.

11.  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.

65

65

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

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Recurring

Dividends per Common Share 

The Company records in its Consolidated Balance Sheets deferred compensation plan assets held in trust at fair value on a 
recurring basis using Level 1 inputs. Such assets consist of investments in various mutual funds made by eligible individuals as 
part of the Company’s deferred compensation plans, as discussed in Note 15–Retirement Savings Plans. As of January 29, 2022 
and January 30, 2021, the fair value of the Company’s deferred compensation plans was $150.8 million and $125.7 million, 
respectively, as determined by quoted prices in active markets.  

The Company discloses the fair value of its Senior Notes and Convertible Senior Notes using Level 2 inputs which are based on 
quoted prices for similar or identical instruments in inactive markets, as follows (in millions): 

Convertible senior notes due 2025

2032 Notes

2052 Notes

January 29, 2022

January 30, 2021

Carrying Value

Fair Value

Carrying Value

Fair Value

$ 

$ 

$ 

449.3  $ 

741.7  $ 

739.7  $ 

2,016.3  $ 

418.5  $ 

1,181.5 

733.1  $ 

711.3  $ 

—  $ 

—  $ 

— 

— 

The carrying value of the Convertible Senior Notes exclude amounts classified within additional paid-in capital and any 
unamortized discounts. See Note 10–Convertible Senior Notes for additional information.

Due to the short-term nature of the following instruments, the fair values of cash and cash equivalents, accounts receivable, 
accounts payable and certain other liabilities approximated their carrying values at both January 29, 2022 and January 30, 2021.

Nonrecurring

Assets and liabilities recognized or disclosed at fair value on a nonrecurring basis may include property and equipment, 
goodwill and other intangible assets, equity and other assets. These assets are required to be assessed for impairment when 
events or circumstances indicate that the carrying value may not be recoverable, and at least annually for goodwill and 
indefinite-lived intangible assets. In the event that an impairment is required, the asset is adjusted to fair value, using Level 3 
inputs. 

In fiscal 2019, the Company incurred restructuring charges of $57.7 million in connection with the planned removal of hunt 
category merchandise from the majority of DICK’S Sporting Goods stores, which included a $28.3 million non-cash 
impairment charge to reduce the carrying value of a trademark associated with its hunt business to its estimated fair value, a 
$7.4 million non-cash impairment of store assets, a $13.1 million write-down of hunt inventory and an $8.9 million charge 
related to its exit from eight Field & Stream stores, which were subleased to Sportsman’s Warehouse, Inc. With the exception 
of the write-down of hunt inventory, which was included within cost of goods sold, the restructuring charges were included 
within selling, general and administrative expenses on the Consolidated Statements of Income. 

12.  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 their trusts hold all outstanding Class B common stock, which can only be held by members of 
this group. Class B common shares 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.

66

66

On August 19, 2021, the Company’s Board of Directors authorized and declared a special dividend in the amount of $5.50 per 
share (the “Special Dividend”) on the Company's Common Stock and Class B Common Stock, which was paid on September 
24, 2021 to stockholders of record at the close of business on September 10, 2021. Including the Special Dividend, the 
Company declared and paid aggregate cash dividends of $7.10, $1.25 and $1.10 per share of common stock and Class B 
common stock during fiscal 2021, 2020 and 2019, respectively, which resulted in cash payments for dividends of 
$603.0 million, $107.4 million and $98.3 million, respectively.

Treasury Stock 

As of January 30, 2021, the Company had approximately $1.031 billion collectively remaining under two five-year $1.0 billion 
share repurchase programs originally authorized by its Board of Directors on March 16, 2016 and June 12, 2019, respectively. 
Both the 2016 and 2019 programs were exhausted in fiscal 2021. On December 16, 2021, the Company’s Board of Directors 
authorized an additional five-year share repurchase program of up to $2.0 billion of its common stock, which the Company may 
suspend or discontinue at any time. 

Total shares repurchased and amounts paid (inclusive of $31.7 million of cash settlements made in the first week of fiscal 2022) 
under the Company’s current and prior authorizations during the last three fiscal years are presented below (in thousands): 

Shares of common stock repurchased

Treasury stock acquired during the fiscal year

$ 

1,176,366  $ 

—  $ 

402,240 

Fiscal Year

2021

2020

2019

10,788

—

11,052

As of January 29, 2022, the Company had $1.855 billion remaining under the December 2021 authorization.

13.  Income Taxes 

Provision for Income Taxes

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

2021

2020

2019

Current:

Federal
State
Total current provision

Deferred:
Federal
State
Total deferred provision

Total provision

$ 

364,997  $ 

185,197  $ 

93,119 

458,116 

42,537 

227,734 

15,992 

459 

16,451 

(37,376)   

(8,874)   

(46,250)   

$ 

474,567  $ 

181,484  $ 

110,242 

The Company’s effective income tax rate differs from the federal statutory rate as follows for the fiscal years presented:

Federal statutory rate

State tax, net of federal benefit

Excess tax (benefit) expense related to stock-based compensation

Other permanent items

Effective income tax rate

2021

2020

2019

 21.0 %

 4.0 %

 (1.2) %

 — %

 23.8 %

 21.0 %

 3.6 %

 0.6 %

 0.3 %

 25.5 %

87,263 

24,139 

111,402 

(606) 

(554) 

(1,160) 

 21.0 %

 4.6 %

 (0.1) %

 1.5 %

 27.0 %

67

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

Recurring

Dividends per Common Share 

The Company records in its Consolidated Balance Sheets deferred compensation plan assets held in trust at fair value on a 
recurring basis using Level 1 inputs. Such assets consist of investments in various mutual funds made by eligible individuals as 
part of the Company’s deferred compensation plans, as discussed in Note 15–Retirement Savings Plans. As of January 29, 2022 
and January 30, 2021, the fair value of the Company’s deferred compensation plans was $150.8 million and $125.7 million, 

respectively, as determined by quoted prices in active markets.  

The Company discloses the fair value of its Senior Notes and Convertible Senior Notes using Level 2 inputs which are based on 

On August 19, 2021, the Company’s Board of Directors authorized and declared a special dividend in the amount of $5.50 per 
share (the “Special Dividend”) on the Company's Common Stock and Class B Common Stock, which was paid on September 
24, 2021 to stockholders of record at the close of business on September 10, 2021. Including the Special Dividend, the 
Company declared and paid aggregate cash dividends of $7.10, $1.25 and $1.10 per share of common stock and Class B 
common stock during fiscal 2021, 2020 and 2019, respectively, which resulted in cash payments for dividends of 
$603.0 million, $107.4 million and $98.3 million, respectively.

quoted prices for similar or identical instruments in inactive markets, as follows (in millions): 

Treasury Stock 

Convertible senior notes due 2025

2032 Notes

2052 Notes

January 29, 2022

January 30, 2021

Carrying Value

Fair Value

Carrying Value

Fair Value

$ 

$ 

$ 

449.3  $ 

741.7  $ 

739.7  $ 

2,016.3  $ 

418.5  $ 

1,181.5 

733.1  $ 

711.3  $ 

—  $ 

—  $ 

— 

— 

As of January 30, 2021, the Company had approximately $1.031 billion collectively remaining under two five-year $1.0 billion 
share repurchase programs originally authorized by its Board of Directors on March 16, 2016 and June 12, 2019, respectively. 
Both the 2016 and 2019 programs were exhausted in fiscal 2021. On December 16, 2021, the Company’s Board of Directors 
authorized an additional five-year share repurchase program of up to $2.0 billion of its common stock, which the Company may 
suspend or discontinue at any time. 

Total shares repurchased and amounts paid (inclusive of $31.7 million of cash settlements made in the first week of fiscal 2022) 
under the Company’s current and prior authorizations during the last three fiscal years are presented below (in thousands): 

The carrying value of the Convertible Senior Notes exclude amounts classified within additional paid-in capital and any 

unamortized discounts. See Note 10–Convertible Senior Notes for additional information.

Due to the short-term nature of the following instruments, the fair values of cash and cash equivalents, accounts receivable, 
accounts payable and certain other liabilities approximated their carrying values at both January 29, 2022 and January 30, 2021.

Nonrecurring

inputs. 

Assets and liabilities recognized or disclosed at fair value on a nonrecurring basis may include property and equipment, 

goodwill and other intangible assets, equity and other assets. These assets are required to be assessed for impairment when 

events or circumstances indicate that the carrying value may not be recoverable, and at least annually for goodwill and 

indefinite-lived intangible assets. In the event that an impairment is required, the asset is adjusted to fair value, using Level 3 

In fiscal 2019, the Company incurred restructuring charges of $57.7 million in connection with the planned removal of hunt 

category merchandise from the majority of DICK’S Sporting Goods stores, which included a $28.3 million non-cash 

impairment charge to reduce the carrying value of a trademark associated with its hunt business to its estimated fair value, a 
$7.4 million non-cash impairment of store assets, a $13.1 million write-down of hunt inventory and an $8.9 million charge 
related to its exit from eight Field & Stream stores, which were subleased to Sportsman’s Warehouse, Inc. With the exception 
of the write-down of hunt inventory, which was included within cost of goods sold, the restructuring charges were included 

within selling, general and administrative expenses on the Consolidated Statements of Income. 

12.  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 their trusts hold all outstanding Class B common stock, which can only be held by members of 
this group. Class B common shares 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.

Shares of common stock repurchased

2021

10,788

Fiscal Year
2020

2019

—

11,052

Treasury stock acquired during the fiscal year

$ 

1,176,366  $ 

—  $ 

402,240 

As of January 29, 2022, the Company had $1.855 billion remaining under the December 2021 authorization.

13.  Income Taxes 

Provision for Income Taxes

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

Current:

Federal
State
Total current provision

Deferred:
Federal
State
Total deferred provision

Total provision

2021

2020

2019

$ 

$ 

364,997  $ 
93,119 
458,116 

185,197  $ 
42,537 
227,734 

87,263 
24,139 
111,402 

15,992 
459 
16,451 
474,567  $ 

(37,376)   
(8,874)   
(46,250)   
181,484  $ 

(606) 
(554) 
(1,160) 
110,242 

The Company’s effective income tax rate differs from the federal statutory rate as follows for the fiscal years presented:

Federal statutory rate

State tax, net of federal benefit

Excess tax (benefit) expense related to stock-based compensation

Other permanent items

Effective income tax rate

2021

2020

2019

 21.0 %

 4.0 %

 (1.2) %

 — %

 23.8 %

 21.0 %

 3.6 %

 0.6 %

 0.3 %

 25.5 %

 21.0 %

 4.6 %

 (0.1) %

 1.5 %

 27.0 %

66

67

67

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

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 end of the fiscal years presented (in thousands):

Operating lease liabilities
Inventory
Employee benefits and withholdings
Stock-based compensation
Gift cards
Deferred revenue currently taxable
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
Convertible senior notes
Other

Total deferred tax assets

Operating lease assets
Property and equipment
Inventory valuation
Intangibles

Prepaid expenses
Other

Total deferred tax liabilities
Net deferred tax asset

2021

2020

683,205  $ 
32,901 
54,610 
16,810 
16,448 
1,398 
14,655 
332 
6,089 
909 
511 
2,194 
1,396 
712 
832,170 
(530,700)   
(230,198)   
(23,401)   
(8,475)   

(2,992)   
(1,380)   
(797,146)   
35,024  $ 

718,349 
29,744 
56,245 
18,123 
16,474 
1,948 
12,304 
527 
4,107 
920 
497 
2,486 
1,382 
832 
863,938 
(553,997) 
(217,204) 
(26,298) 
(7,880) 

(4,338) 
(2,746) 
(812,463) 
51,475 

$ 

$ 

The deferred tax asset from net operating loss carryforwards of $0.3 million represents state net operating losses, which expire 
in 2034. The net deferred tax asset balances at January 29, 2022 and January 30, 2021 were included within long-term assets on 
the Consolidated Balance Sheets. 

Under the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), a one-time 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. No additional income taxes have been provided for any remaining undistributed foreign earnings or 
foreign withholdings and US state taxes not subject to the one-time transition tax, as the Company intends to permanently 
reinvest the earnings from foreign subsidiaries outside the United States.

Unrecognized Tax Benefits

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

2021

2020

2019

Beginning of fiscal year

$ 

1,058  $ 

2,786  $ 

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

Decreases as a result of tax positions taken in a prior 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

193 

— 

35 

— 

(193)   

(1,380)   

— 

(383)   

$ 

1,058  $ 

1,058  $ 

4,318 

422 

(1,532) 

(422) 

— 

2,786 

The balance at January 29, 2022 includes $0.8 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.

68

68

As of January 29, 2022, the Company’s total liability for uncertain tax positions, including $1.4 million for interest and 
penalties, was approximately $2.4 million. During fiscal 2021, 2020 and 2019, the Company recorded $0.1 million, $0.1 
million and $0.3 million, respectively, for the accrual of interest and penalties in the Consolidated Statements of Income. 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 2022.

On March 27, 2020, the United States Congress enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES 
Act”), which among other things, promulgated various income tax provisions, including but not limited to, modifications for net 
operating losses, an accelerated time frame for refunds associated with prior minimum taxes and modifications of the limitation 
on business interest. The CARES Act also provides for refundable employee retention tax credits for wages paid to employees 
who are unable to work during the COVID-19 pandemic and the deferral of the employer-paid portion of social security taxes. 
Through January 30, 2021, employee retention tax credits provided under the CARES Act reduced the Company’s operating 
expenses by approximately $17.4 million, substantially all of which related to wages and benefits the Company paid to 
teammates during the period of its temporary store closures earlier in the fiscal year. In addition, the Company deferred 
qualifying payroll and other tax payments of approximately $53.2 million in fiscal 2020 as permitted by the CARES Act, of 
which $26.4 million was paid in fiscal 2021, with the remainder classified within current liabilities at January 29, 2022 as it is 
due later in fiscal 2022.

Audits

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 2019 and all prior tax years. For tax years 2020 and 2021, the Company was accepted into 
the CAP Bridge phase during which it is not the intent of the IRS to examine the tax return. Acceptance into the Bridge phase is 
based on a taxpayers low risk of noncompliance and having few, if any, material issues. The Company is no longer subject to 
examination in any of its major state jurisdictions for years prior to 2017.

14.  Stock-Based Compensation 

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, under which 8,726,638 shares of common stock were available for the future issuance of awards at 
the end of fiscal 2021. The following table provides 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

Stock Options 

2021

2020

2019

$ 

$ 

$ 

5,338  $ 

6,186  $ 

47,462 

52,800  $ 

9,927  $ 

43,991 

50,177  $ 

10,443  $ 

6,286 

37,207 

43,493 

9,620 

Historically, the Company has granted stock options to certain team members, which vested 25% per year over four years and 
had a seven-year contractual life. When options are exercised, the Company issues new shares of common stock.

The fair value of stock options is measured on their grant date and is recognized as expense, net of estimated forfeitures, on a 
straight-line basis over the requisite service period using the Black-Scholes option valuation model. The following weighted-
average assumptions were used in the Black-Scholes option valuation model for awards granted in the fiscal years presented:

Exercise price
Expected term (years) 
Expected volatility
Risk-free interest rate 
Expected dividend yield
Grant date fair value

Employee Stock Option Plans

2021

2020

2019

$ 

72.40 

$ 

17.80 

$ 

4.80

 47.97 %

0.73% 

2.00% 

5.56

 41.31 %

0.78% 

6.27% 

$ 

25.20 

$ 

3.70 

$ 

38.58 

5.39

 35.75 %

2.05% 

2.77%

10.59 

69

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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 end of the fiscal years presented (in thousands):

2021

2020

Other accrued expenses not currently deductible for tax purposes

Operating lease liabilities

Inventory

Employee benefits and withholdings

Stock-based compensation

Gift cards

Deferred revenue currently taxable

Net operating loss carryforward

Non income-based tax reserves

Capital loss carryforward

Uncertain income tax positions

Insurance

Other

Convertible senior notes

Total deferred tax assets

Operating lease assets

Property and equipment

Inventory valuation

Intangibles

Prepaid expenses

Other

Total deferred tax liabilities

Net deferred tax asset

$ 

683,205  $ 

32,901 

54,610 

16,810 

16,448 

1,398 

14,655 

332 

6,089 

909 

511 

2,194 

1,396 

712 

832,170 

(530,700)   

(230,198)   

(23,401)   

(8,475)   

(2,992)   

(1,380)   

(797,146)   

$ 

35,024  $ 

718,349 
29,744 
56,245 
18,123 
16,474 
1,948 
12,304 
527 
4,107 
920 
497 
2,486 
1,382 
832 
863,938 
(553,997) 
(217,204) 
(26,298) 
(7,880) 

(4,338) 
(2,746) 
(812,463) 
51,475 

The deferred tax asset from net operating loss carryforwards of $0.3 million represents state net operating losses, which expire 
in 2034. The net deferred tax asset balances at January 29, 2022 and January 30, 2021 were included within long-term assets on 

the Consolidated Balance Sheets. 

Under the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), a one-time 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. No additional income taxes have been provided for any remaining undistributed foreign earnings or 
foreign withholdings and US state taxes not subject to the one-time transition tax, as the Company intends to permanently 

reinvest the earnings from foreign subsidiaries outside the United States.

Unrecognized Tax Benefits

and penalties (in thousands):

The following table provides a reconciliation of the Company’s total balance of unrecognized tax benefits, excluding interest 

2021

2020

2019

Beginning of fiscal year

$ 

1,058  $ 

2,786  $ 

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

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

193 

— 

35 

— 

Decreases as a result of settlements during the current period

(193)   

(1,380)   

Reductions as a result of a lapse of statute of limitations during the 

— 

(383)   

$ 

1,058  $ 

1,058  $ 

4,318 

422 

(1,532) 

(422) 

— 

2,786 

The balance at January 29, 2022 includes $0.8 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.

current period

End of fiscal year

68

As of January 29, 2022, the Company’s total liability for uncertain tax positions, including $1.4 million for interest and 
penalties, was approximately $2.4 million. During fiscal 2021, 2020 and 2019, the Company recorded $0.1 million, $0.1 
million and $0.3 million, respectively, for the accrual of interest and penalties in the Consolidated Statements of Income. 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 2022.

On March 27, 2020, the United States Congress enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES 
Act”), which among other things, promulgated various income tax provisions, including but not limited to, modifications for net 
operating losses, an accelerated time frame for refunds associated with prior minimum taxes and modifications of the limitation 
on business interest. The CARES Act also provides for refundable employee retention tax credits for wages paid to employees 
who are unable to work during the COVID-19 pandemic and the deferral of the employer-paid portion of social security taxes. 
Through January 30, 2021, employee retention tax credits provided under the CARES Act reduced the Company’s operating 
expenses by approximately $17.4 million, substantially all of which related to wages and benefits the Company paid to 
teammates during the period of its temporary store closures earlier in the fiscal year. In addition, the Company deferred 
qualifying payroll and other tax payments of approximately $53.2 million in fiscal 2020 as permitted by the CARES Act, of 
which $26.4 million was paid in fiscal 2021, with the remainder classified within current liabilities at January 29, 2022 as it is 
due later in fiscal 2022.

Audits

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 2019 and all prior tax years. For tax years 2020 and 2021, the Company was accepted into 
the CAP Bridge phase during which it is not the intent of the IRS to examine the tax return. Acceptance into the Bridge phase is 
based on a taxpayers low risk of noncompliance and having few, if any, material issues. The Company is no longer subject to 
examination in any of its major state jurisdictions for years prior to 2017.

14.  Stock-Based Compensation 

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, under which 8,726,638 shares of common stock were available for the future issuance of awards at 
the end of fiscal 2021. The following table provides 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

Stock Options 

2021

2020

2019

$ 

$ 

$ 

5,338  $ 

6,186  $ 

47,462 

52,800  $ 

9,927  $ 

43,991 

50,177  $ 

10,443  $ 

6,286 

37,207 

43,493 

9,620 

Historically, the Company has granted stock options to certain team members, which vested 25% per year over four years and 
had a seven-year contractual life. When options are exercised, the Company issues new shares of common stock.

The fair value of stock options is measured on their grant date and is recognized as expense, net of estimated forfeitures, on a 
straight-line basis over the requisite service period using the Black-Scholes option valuation model. The following weighted-
average assumptions were used in the Black-Scholes option valuation model for awards granted in the fiscal years presented:

Exercise price
Expected term (years) 
Expected volatility
Risk-free interest rate 
Expected dividend yield
Grant date fair value

Employee Stock Option Plans
2020

2019

2021

$ 

$ 

72.40 
4.80
 47.97 %
0.73% 
2.00% 
25.20 

$ 

$ 

17.80 
5.56
 41.31 %
0.78% 
6.27% 
3.70 

$ 

$ 

38.58 
5.39
 35.75 %
2.05% 
2.77%
10.59 

69

69

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

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The risk free interest rate is determined by using the U.S. Treasury constant maturity interest rates whose term is consistent with 
the expected life of the option, which 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. The expected dividend yield and volatility are based on historical stock prices and dividend amounts over past time 
periods equal in length to the expected life of the options. The Company applies an estimated forfeiture rate that is calculated 
based on historical activity. The assumptions used to calculate an option’s fair value are evaluated and revised, as necessary, to 
reflect market conditions and the Company’s experience.

As discussed in Note 12–Stockholder’s Equity, the Company’s Board of Directors authorized and declared a Special Dividend 
during fiscal 2021. As required under the anti-dilution provisions of the 2012 Plan, adjustments were made to outstanding 
awards to prevent dilution of their value resulting from the special cash dividend. Accordingly, these adjustments did not result 
in incremental stock-based compensation expense. Option information at January 29, 2022 in the following tables reflect 
exercise prices on a post-Special Dividend basis.

Fiscal 2021 stock option activity is presented in the following table:

Outstanding, January 30, 2021

Granted

Exercised
Forfeited / Expired

Outstanding, January 29, 2022

Exercisable, January 29, 2022

Vested or expected to vest, January 29, 2022

Shares 
Subject to 
Options

4,352,896  $ 

1,488 

(657,234)   
(22,378)   

3,674,772  $ 

1,480,866  $ 

3,514,737  $ 

Weighted 
Average 
Exercise 
Price per 
Share

Weighted 
Average 
Remaining 
Contractual 
Life (Years)

Aggregate 
Intrinsic 
Value (in 
millions)

29.28 

72.40 

40.09 
19.53 

21.78 

30.46 

22.03 

4.96 $ 

164.2 

4.21 $ 

3.18 $ 

4.17 $ 

335.9 

122.5 

320.4 

At January 29, 2022, unrecognized compensation expense related to outstanding stock options that have not yet vested was 
approximately $6.1 million, net of estimated forfeitures. Compensation expense related to these options is expected to be 
recognized over a weighted average period of approximately 1.9 years. 

The following table presents stock option information for the last three fiscal years (in millions): 

Total intrinsic value of stock options exercised

Income tax benefit (expense) from the exercise of stock options

Total fair value of stock options vested

2021

2020

2019

$ 

$ 

$ 

37.1  $ 

6.8  $ 

6.3  $ 

8.3  $ 

(0.6)  $ 

6.1  $ 

1.0 

(0.2) 

7.0 

Restricted Stock

From time-to-time, the Company issues grants of performance-based restricted stock in support of strategic initiatives under the 
2012 Plan. In fiscal 2019 and 2020, the Company issued such a grant of 782,931 shares, of which 645,111 shares remain 
outstanding at January 29, 2022. These shares reflect maximum attainment of the performance measures and are scheduled to 
vest in April 2022, subject to the employees’ continuing employment on the vesting date. 

In fiscal 2021, the Company granted an additional 249,855 shares of performance-based restricted stock, of which 247,961 
shares remain outstanding at January 29, 2022 and assumes maximum attainment of the performance measures. These shares 
are scheduled to vest in April 2024, subject to the employees’ continuing employment on the vesting date.

As of January 29, 2022, total unrecognized compensation expense, net of estimated forfeitures, from nonvested shares of 
restricted stock was approximately $58.5 million, which the Company expects to recognize over a weighted average period of 
approximately 1.1 years.

15.  Retirement Savings Plans

Through December 31, 2021, the Company’s retirement savings plan, established pursuant to Section 401(k) of the Internal 
Revenue Code, covered 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 made an annual discretionary matching contribution equal to a percentage of each participant’s contribution, 
which vested over a period of three years, up to 10% of the participant’s compensation. The Company’s discretionary matching 
contribution percentage was typically 50%; however, for the years ended January 29, 2022 and January 30, 2021 the 
discretionary matching contribution was 75%. Effective January 1, 2022, the Company added a Safe Harbor 401(k) plan that 
replaced its prior 401(k) plan and was made available to all active employees over the age of 18. The Company matching 
contributions under the Safe Harbor 401(k) plan vest immediately and are equal to 100% of each eligible participant’s tax-
deferred contributions up to 4% of the participant’s compensation plus 50% of the eligible participant’s tax-deferred 
contributions for the next 2% of compensation. Total employer contributions recorded under the plans, net of forfeitures, were 
$24.1 million, $17.1 million and $10.0 million in fiscal 2021, 2020 and 2019, 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 $150.8 million and $125.7 million as of January 29, 2022 and January 
30, 2021, respectively, and is included within long-term liabilities on the Consolidated Balance Sheets. Total employer 
contributions recorded under these plans, net of forfeitures, was $6.2 million, $5.8 million and $3.2 million in fiscal 2021, 2020 
and 2019, respectively.  

16.  Subsequent Event

On March 7, 2022, the Company’s Board of Directors declared a quarterly cash dividend in the amount of $0.4875 per share on 
the Company’s common stock and Class B common stock payable on March 25, 2022 to stockholders of record as of the close 
of business on March 18, 2022.

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

Restricted stock activity, including performance-based restricted stock, for fiscal 2021 is presented in the following table:

ITEM 16. FORM 10-K SUMMARY

Not applicable.

Shares

Weighted 
Average Grant 
Date Fair Value

Intrinsic Value 
(in millions)

Nonvested, January 30, 2021

4,893,732  $ 

26.54  $ 

327.9 

Granted

Released from restrictions

Forfeited

Nonvested, January 29, 2022

716,402 

(1,151,177)   

(224,550)   

4,234,407  $ 

92.74 

33.63 

26.96 

35.79  $ 

479.3 

70

70

71

 
 
 
 
 
 
 
 
 
 
 
 
 
 
DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

The risk free interest rate is determined by using the U.S. Treasury constant maturity interest rates whose term is consistent with 
the expected life of the option, which 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. The expected dividend yield and volatility are based on historical stock prices and dividend amounts over past time 
periods equal in length to the expected life of the options. The Company applies an estimated forfeiture rate that is calculated 
based on historical activity. The assumptions used to calculate an option’s fair value are evaluated and revised, as necessary, to 

reflect market conditions and the Company’s experience.

As discussed in Note 12–Stockholder’s Equity, the Company’s Board of Directors authorized and declared a Special Dividend 
during fiscal 2021. As required under the anti-dilution provisions of the 2012 Plan, adjustments were made to outstanding 
awards to prevent dilution of their value resulting from the special cash dividend. Accordingly, these adjustments did not result 
in incremental stock-based compensation expense. Option information at January 29, 2022 in the following tables reflect 

exercise prices on a post-Special Dividend basis.

Fiscal 2021 stock option activity is presented in the following table:

Outstanding, January 30, 2021

Granted

Exercised

Forfeited / Expired

Outstanding, January 29, 2022

Exercisable, January 29, 2022

Vested or expected to vest, January 29, 2022

Shares 

Subject to 

Options

4,352,896  $ 

1,488 

(657,234)   

(22,378)   

3,674,772  $ 

1,480,866  $ 

3,514,737  $ 

29.28 

72.40 

40.09 

19.53 

21.78 

30.46 

22.03 

Weighted 

Average 

Exercise 

Price per 

Share

Weighted 

Average 

Remaining 

Contractual 

Life (Years)

Aggregate 
Intrinsic 
Value (in 
millions)

4.96 $ 

164.2 

4.21 $ 

3.18 $ 

4.17 $ 

335.9 

122.5 

320.4 

At January 29, 2022, unrecognized compensation expense related to outstanding stock options that have not yet vested was 
approximately $6.1 million, net of estimated forfeitures. Compensation expense related to these options is expected to be 

recognized over a weighted average period of approximately 1.9 years. 

The following table presents stock option information for the last three fiscal years (in millions): 

Total intrinsic value of stock options exercised

Income tax benefit (expense) from the exercise of stock options

Total fair value of stock options vested

2021

2020

2019

$ 

$ 

$ 

37.1  $ 

6.8  $ 

6.3  $ 

8.3  $ 

(0.6)  $ 

6.1  $ 

1.0 

(0.2) 

7.0 

Restricted Stock

From time-to-time, the Company issues grants of performance-based restricted stock in support of strategic initiatives under the 
2012 Plan. In fiscal 2019 and 2020, the Company issued such a grant of 782,931 shares, of which 645,111 shares remain 
outstanding at January 29, 2022. These shares reflect maximum attainment of the performance measures and are scheduled to 
vest in April 2022, subject to the employees’ continuing employment on the vesting date. 

In fiscal 2021, the Company granted an additional 249,855 shares of performance-based restricted stock, of which 247,961 
shares remain outstanding at January 29, 2022 and assumes maximum attainment of the performance measures. These shares 
are scheduled to vest in April 2024, subject to the employees’ continuing employment on the vesting date.

As of January 29, 2022, total unrecognized compensation expense, net of estimated forfeitures, from nonvested shares of 
restricted stock was approximately $58.5 million, which the Company expects to recognize over a weighted average period of 
approximately 1.1 years.

15.  Retirement Savings Plans

Through December 31, 2021, the Company’s retirement savings plan, established pursuant to Section 401(k) of the Internal 
Revenue Code, covered 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 made an annual discretionary matching contribution equal to a percentage of each participant’s contribution, 
which vested over a period of three years, up to 10% of the participant’s compensation. The Company’s discretionary matching 
contribution percentage was typically 50%; however, for the years ended January 29, 2022 and January 30, 2021 the 
discretionary matching contribution was 75%. Effective January 1, 2022, the Company added a Safe Harbor 401(k) plan that 
replaced its prior 401(k) plan and was made available to all active employees over the age of 18. The Company matching 
contributions under the Safe Harbor 401(k) plan vest immediately and are equal to 100% of each eligible participant’s tax-
deferred contributions up to 4% of the participant’s compensation plus 50% of the eligible participant’s tax-deferred 
contributions for the next 2% of compensation. Total employer contributions recorded under the plans, net of forfeitures, were 
$24.1 million, $17.1 million and $10.0 million in fiscal 2021, 2020 and 2019, 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 $150.8 million and $125.7 million as of January 29, 2022 and January 
30, 2021, respectively, and is included within long-term liabilities on the Consolidated Balance Sheets. Total employer 
contributions recorded under these plans, net of forfeitures, was $6.2 million, $5.8 million and $3.2 million in fiscal 2021, 2020 
and 2019, respectively.  

16.  Subsequent Event

On March 7, 2022, the Company’s Board of Directors declared a quarterly cash dividend in the amount of $0.4875 per share on 
the Company’s common stock and Class B common stock payable on March 25, 2022 to stockholders of record as of the close 
of business on March 18, 2022.

The Company issues shares of restricted stock to eligible employees, which are subject to forfeiture until the end of the 

applicable vesting period. Restricted stock awards generally vest on the third anniversary of the date of grant, subject to the 

employee’s continuing employment as of that date.

Restricted stock activity, including performance-based restricted stock, for fiscal 2021 is presented in the following table:

ITEM 16. FORM 10-K SUMMARY

Not applicable.

Nonvested, January 30, 2021

4,893,732  $ 

26.54  $ 

327.9 

Shares

Weighted 

Average Grant 

Date Fair Value

Intrinsic Value 

(in millions)

716,402 

(1,151,177)   

(224,550)   

4,234,407  $ 

92.74 

33.63 

26.96 

35.79  $ 

479.3 

Granted

Forfeited

Released from restrictions

Nonvested, January 29, 2022

70

71

71

 
 
 
 
 
 
 
 
 
 
 
 
 
 
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

3.4

4.1

4.2

4.3

4.4

4.5

4.6

4.7

4.8

10.1

10.2

10.3

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

Amendment to the Amended and Restated 
Certificate of Incorporation, dated as of June 9, 
2021

Incorporated by reference to Exhibit 3.1 to the 
Registrant’s Form 8-K,  File No. 001-31463, filed 
June 14, 2021

Amended and Restated Bylaws (adopted June 6, 
2012)

Form of Stock Certificate

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

Description of Registrant’s Securities Registered 
Pursuant to Section 12 of the Securities Exchange 
Act of 1934

Incorporated by reference to Exhibit 4.2 to 
Registrant’s Form 10-K, File No. 001-31463, filed 
on March 24, 2021

Indenture, dated as of April 17, 2020, between 
DICK'S Sporting Goods, Inc. and U.S. Bank 
National Association, as Trustee

Incorporated by reference to Exhibit 4.1 to the 
Registrant’s Current Report on Form 8-K, File No. 
001-31463, filed on April 23, 2020

Form of Certificate representing the 3.25% 
Convertible Senior Notes due 2025 (included as 
Exhibit A to Indenture in Exhibit 4.3)

Incorporated by reference to Exhibit 4.2 to the 
Registrant’s Current Report on Form 8-K, File No. 
001-31463, filed on April 23, 2020

Indenture, dated as of January 14, 2022, between 
DICK’S Sporting Goods, Inc. and U.S. Bank 
National Association, as Trustee

Incorporated by reference to Exhibit 4.1 to the 
Registrant’s Current Report on Form 8-K, File No. 
001-31463, filed on January 14, 2022

First Supplemental Indenture, dated as of January 
14, 2022, between DICK’S Sporting Goods, Inc. 
and U.S. Bank National Association, as Trustee

Incorporated by reference to Exhibit 4.2 to the 
Registrant’s Current Report on Form 8-K, File No. 
001-31463, filed on January 14, 2022

Form of 3.150% Senior Notes due 2032

Form of 4.100% Senior Notes due 2052

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

Incorporated by reference to Exhibit 4.3 to the 
Registrant’s Current Report on Form 8-K, File No. 
001-31463, filed on January 14, 2022

Incorporated by reference to Exhibit 4.4 to the 
Registrant’s Current Report on Form 8-K, File No. 
001-31463, filed on January 14, 2022

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

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

Exhibit Number
10.4*

Description

Method of Filing

Form of Agreement entered into between 

Registrant and various executive officers, which 

sets forth form of severance

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

10.5*

10.5a*

10.5b*

10.5c*

Registrant’s Amended and Restated Officers’ 

Supplemental Savings Plan, dated December 12, 

Incorporated by reference to Exhibit 10.35 to the 

Registrant’s Form 10-K, File No. 001-31463, filed 

2007

on March 27, 2008

First Amendment to Registrant’s Amended and 

Restated Officers’ Supplemental Savings Plan, 

Incorporated by reference to Exhibit 10.36 to the 

Registrant’s Form 10-K, File No. 001-31463, filed 

dated March 27, 2008

on March 27, 2008

Second Amendment to Registrant’s Amended and 

Restated Officers’ Supplemental Savings Plan, 

Incorporated by reference to Exhibit 10.46 to the 

Registrant’s Form 10-K, File No. 001-31463, filed 

dated as of December 4, 2008

on March 20, 2009

Third Amendment to Registrant’s Amended and 

Restated Officers’ Supplemental Savings Plan, 

Incorporated by reference to Exhibit 10.1 to the 

Registrant’s Form 10-Q, File No. 001-31463, filed 

dated as of November 21, 2011

on August 30, 2018

10.6*

Registrant’s Amended and Restated 2012 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 June 14, 2021

10.6a*

10.6b*

10.6c*

10.6d*

10.6e*

10.6f*

10.6g*

10.7

Form of Restricted Stock Award Agreement 

granted under Registrant’s 2012 Stock and 

Incorporated by reference to Exhibit 10.2 to the 

Registrant’s Current Report on Form 8-K, File 

Incentive Plan for awards granted before March 14, 

No. 001-31463, filed on June 11, 2012

2017

Amended and Restated Form of Restricted Stock 

Award Agreement granted under Registrant’s 2012 

Stock and Incentive Plan for awards granted on or 

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

after March 14, 2017

Form of Stock Option Award Agreement granted 

under Registrant’s 2012 Stock and Incentive Plan 

Incorporated by reference to Exhibit 10.3 to the 

Registrant’s Current Report on Form 8-K, File 

for awards granted before March 14, 2017

No. 001-31463, filed on June 11, 2012

Amended and Restated Form of Stock Option 

Award Agreement granted under Registrant’s 2012 

Stock and Incentive Plan for awards granted on or 

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

after March 14, 2017

Form of 2019 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 June 13, 2019

Form of Performance Based Restricted Stock 

Award Agreement granted under the Registrant’s 

Incorporated by reference to Exhibit 10.1 to the 

Registrant’s Quarterly Report on Form 10-Q, File 

2012 Stock and Incentive Plan

No. 001-31463, filed on May 26, 2021

Form of Performance Unit Award Agreement 

granted under the Registrant’s 2012 Stock and 

Filed herewith.

Incentive Plan.

Credit Agreement, dated as of January 14, 2022, 

among DICK’S Sporting Goods, Inc., Wells Fargo 

Bank, National Association, as administrative 

agent and the lenders and other parties thereto

Incorporated by reference to Exhibit 10.1 to the 

Registrant’s Current Report on Form 8-K, File No. 

001-31643, filed on January 14, 2022

10.8

Form of Indemnification Agreement between the 

Company and each Director

10.9

Form of Convertible Note Hedge Transactions 

Confirmation

10.10

Form of Warrant Transactions Confirmation

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

Incorporated by reference to Exhibit 10.1 to the 

Registrant’s Current Report on Form 8-K, File No. 

001-31463, filed on April 22, 2020

Incorporated by reference to Exhibit 10.2 to the 

Registrant’s Current Report on Form 8-K, File No. 

001-31463, filed on April 22, 2020

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

72
72

73

2004

2021

2012)

3.1

3.2

3.3

3.4

4.1

4.2

4.3

4.4

4.5

4.6

4.7

4.8

10.1

Index to Exhibits

Exhibit Number

Description

Method of Filing

Amended and Restated Certificate of Incorporation

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

Amendment to the Amended and Restated 

Certificate of Incorporation, dated as of June 10, 

Incorporated by reference to Exhibit 3.1 to the 
Registrant’s Form 10-Q, File No. 001-31463, filed 

Amendment to the Amended and Restated 

Certificate of Incorporation, dated as of June 9, 

Incorporated by reference to Exhibit 3.1 to the 
Registrant’s Form 8-K,  File No. 001-31463, filed 

on September 9, 2004

June 14, 2021

Amended and Restated Bylaws (adopted June 6, 

Form of Stock Certificate

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

Description of Registrant’s Securities Registered 

Pursuant to Section 12 of the Securities Exchange 

Incorporated by reference to Exhibit 4.2 to 

Registrant’s Form 10-K, File No. 001-31463, filed 

Act of 1934

on March 24, 2021

Indenture, dated as of April 17, 2020, between 

DICK'S Sporting Goods, Inc. and U.S. Bank 

Incorporated by reference to Exhibit 4.1 to the 
Registrant’s Current Report on Form 8-K, File No. 

National Association, as Trustee

001-31463, filed on April 23, 2020

Form of Certificate representing the 3.25% 

Convertible Senior Notes due 2025 (included as 

Incorporated by reference to Exhibit 4.2 to the 
Registrant’s Current Report on Form 8-K, File No. 

Exhibit A to Indenture in Exhibit 4.3)

001-31463, filed on April 23, 2020

Indenture, dated as of January 14, 2022, between 

DICK’S Sporting Goods, Inc. and U.S. Bank 

Incorporated by reference to Exhibit 4.1 to the 
Registrant’s Current Report on Form 8-K, File No. 

National Association, as Trustee

001-31463, filed on January 14, 2022

First Supplemental Indenture, dated as of January 

14, 2022, between DICK’S Sporting Goods, Inc. 

Incorporated by reference to Exhibit 4.2 to the 
Registrant’s Current Report on Form 8-K, File No. 

and U.S. Bank National Association, as Trustee

001-31463, filed on January 14, 2022

Form of 3.150% Senior Notes due 2032

Form of 4.100% Senior Notes due 2052

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

Incorporated by reference to Exhibit 4.3 to the 
Registrant’s Current Report on Form 8-K, File No. 

001-31463, filed on January 14, 2022

Incorporated by reference to Exhibit 4.4 to the 
Registrant’s Current Report on Form 8-K, File No. 

001-31463, filed on January 14, 2022

Incorporated by reference to Exhibit 10.5 to the 
Registrant’s Form 10-Q, File No. 001-31463, filed 

on September 9, 2004

10.2

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

Incorporated by reference to Exhibit 10.22 to 
Registrant’s Form 10-K, File No. 001-31463, filed 

on March 23, 2006

10.3

Lease Agreement originally dated June 25, 2007, 

for distribution center located in East Point, 

Incorporated by reference to Exhibit 10.31 to the 
Registrant’s Annual Report on Form 10-K, File 

Georgia, between Duke Realty Limited Partnership 

No. 001-31463, filed on March 16, 2012

and Registrant, as amended, supplemented or 

modified as of January 19, 2012

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

Exhibit Number
10.4*

Description

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

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

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

10.5*

10.5a*

10.5b*

10.5c*

10.6*

10.6a*

10.6b*

10.6c*

10.6d*

10.6e*

10.6f*

10.6g*

10.7

10.8

10.9

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 2012 Stock 
and Incentive Plan

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

Incorporated by reference to Exhibit 10.1 to the 
Registrant’s Current Report on Form 8-K, File 
No. 001-31463, filed on June 14, 2021

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

Form of Stock Option Award Agreement granted 
under Registrant’s 2012 Stock and Incentive Plan 
for awards granted before March 14, 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

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 10.3 to the 
Registrant’s Quarterly Report on Form 10-Q, File 
No. 001-31463, filed on May 25, 2017

Form of 2019 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 June 13, 2019

Form of Performance Based Restricted Stock 
Award Agreement granted under the Registrant’s 
2012 Stock and Incentive Plan

Incorporated by reference to Exhibit 10.1 to the 
Registrant’s Quarterly Report on Form 10-Q, File 
No. 001-31463, filed on May 26, 2021

Form of Performance Unit Award Agreement 
granted under the Registrant’s 2012 Stock and 
Incentive Plan.

Filed herewith.

Credit Agreement, dated as of January 14, 2022, 
among DICK’S Sporting Goods, Inc., Wells Fargo 
Bank, National Association, as administrative 
agent and the lenders and other parties thereto

Form of Indemnification Agreement between the 
Company and each Director

Form of Convertible Note Hedge Transactions 
Confirmation

10.10

Form of Warrant Transactions Confirmation

Incorporated by reference to Exhibit 10.1 to the 
Registrant’s Current Report on Form 8-K, File No. 
001-31643, filed on January 14, 2022

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
Incorporated by reference to Exhibit 10.1 to the 
Registrant’s Current Report on Form 8-K, File No. 
001-31463, filed on April 22, 2020

Incorporated by reference to Exhibit 10.2 to the 
Registrant’s Current Report on Form 8-K, File No. 
001-31463, filed on April 22, 2020

72

7373

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

Method of Filing

SIGNATURES

Exhibit Number
10.11

Description
Consulting Agreement between the Company and 
Lee Belitsky, EVP

21

23.1

31.1

31.2

32.1

32.2

Subsidiaries

Consent of Deloitte & Touche LLP
Certification of Lauren R. Hobart, President and 
Chief Executive Officer, dated as of March 23, 
2022 and made pursuant to Rule 13a-14(a) of the 
Securities Exchange Act of 1934, as amended

Certification of Navdeep Gupta, Executive Vice 
President – Chief Financial Officer, dated as of 
March 23, 2022 and made pursuant to Rule 
13a-14(a) of the Securities Exchange Act of 1934, 
as amended

Certification of Lauren R. Hobart, President and 
Chief Executive Officer, dated as of March 23, 
2022 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 Navdeep Gupta, Executive Vice 
President – Chief Financial Officer, dated as of 
March 23, 2022 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

Filed herewith

Filed herewith

Filed herewith

Filed herewith

Filed herewith

Furnished herewith

Furnished herewith

101.INS

101.SCH

101.CAL

101.DEF

101.LAB

101.PRE

104

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XBRL Taxonomy Presentation Linkbase 
Document

Cover Page Interactive Data File (formatted as 
Inline XBRL with applicable taxonomy extension 
information contained in Exhibits 101).

Filed herewith

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 January 29, 2022 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.

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/  NAVDEEP GUPTA                     

Navdeep Gupta
Executive Vice President – Chief Financial Officer

Date: March 23, 2022

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/ LAUREN R. HOBART                              
     Lauren R. Hobart

CAPACITY

President, Chief Executive Officer and Director

March 23, 2022

DATE

/s/ NAVDEEP GUPTA                        
     Navdeep Gupta

Executive Vice President – Chief Financial Officer 

(principal financial and principal accounting officer)

March 23, 2022

Executive Chairman and Director

March 23, 2022

/s/ EDWARD W. STACK                              
     Edward W. Stack

/s/ MARK J. BARRENECHEA                     
     Mark J. Barrenechea

Director

/s/ EMANUEL CHIRICO                              
     Emanuel Chirico

Director

/s/ WILLIAM J. COLOMBO                         
     William J. Colombo

Vice Chairman and Director

/s/ ANNE FINK                                              
     Anne Fink

Director

/s/ LARRY FITZGERALD, JR.                                     
     Larry Fitzgerald, Jr.
/s/ SANDEEP MATHRANI                                     
     Sandeep Mathrani
/s/ DESIREE RALLS-MORRISON                                     
     Desiree Ralls-Morrison

Director

Director

Director

/s/ LAWRENCE J. SCHORR                         
     Lawrence J. Schorr

Director

/s/ LARRY D. STONE                                   
     Larry D. Stone

Director

March 23, 2022

March 23, 2022

March 23, 2022

March 23, 2022

March 23, 2022

March 23, 2022

March 23, 2022

March 23, 2022

March 23, 2022

74

74

75

 
 
21

23.1

31.1

31.2

32.1

32.2

Lee Belitsky, EVP

Subsidiaries

Consent of Deloitte & Touche LLP

Certification of Lauren R. Hobart, President and 

Chief Executive Officer, dated as of March 23, 

2022 and made pursuant to Rule 13a-14(a) of the 

Securities Exchange Act of 1934, as amended

Certification of Navdeep Gupta, Executive Vice 

President – Chief Financial Officer, dated as of 

March 23, 2022 and made pursuant to Rule 

13a-14(a) of the Securities Exchange Act of 1934, 

as amended

Certification of Lauren R. Hobart, President and 

Chief Executive Officer, dated as of March 23, 

2022 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 Navdeep Gupta, Executive Vice 

President – Chief Financial Officer, dated as of 

March 23, 2022 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

Filed herewith

Filed herewith

Filed herewith

Filed herewith

Furnished herewith

Furnished herewith

101.INS

XBRL Instance Document - The instance 

Filed herewith

101.SCH

101.CAL

101.DEF

101.LAB

101.PRE

104

document does not appear in the Interactive Data 

File because its XBRL tags are embedded within 

the Inline XBRL document.

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

Cover Page Interactive Data File (formatted as 

Inline XBRL with applicable taxonomy extension 

information contained in Exhibits 101).

Filed herewith

Filed herewith

Filed herewith

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

Exhibit Number

Description

Method of Filing

10.11

Consulting Agreement between the Company and 

Filed herewith

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/  NAVDEEP GUPTA                     

Navdeep Gupta
Executive Vice President – Chief Financial Officer

Date: March 23, 2022

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/ LAUREN R. HOBART                              
     Lauren R. Hobart

CAPACITY
President, Chief Executive Officer and Director

DATE
March 23, 2022

/s/ NAVDEEP GUPTA                        
     Navdeep Gupta

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

March 23, 2022

/s/ EDWARD W. STACK                              
     Edward W. Stack

Executive Chairman and Director

March 23, 2022

/s/ MARK J. BARRENECHEA                     
     Mark J. Barrenechea

Director

/s/ EMANUEL CHIRICO                              
     Emanuel Chirico

Director

/s/ WILLIAM J. COLOMBO                         
     William J. Colombo

Vice Chairman and Director

/s/ ANNE FINK                                              
     Anne Fink

Director

Director
/s/ LARRY FITZGERALD, JR.                                     
     Larry Fitzgerald, Jr.
/s/ SANDEEP MATHRANI                                     
     Sandeep Mathrani
/s/ DESIREE RALLS-MORRISON                                     
     Desiree Ralls-Morrison

Director

Director

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 January 29, 2022 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.

/s/ LAWRENCE J. SCHORR                         
     Lawrence J. Schorr

Director

/s/ LARRY D. STONE                                   
     Larry D. Stone

Director

March 23, 2022

March 23, 2022

March 23, 2022

March 23, 2022

March 23, 2022

March 23, 2022

March 23, 2022

March 23, 2022

March 23, 2022

74

7575

 
 
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 
January 29, 2022 and January 30, 2021, and for each of the three years in the period ended January 29, 2022, and the 
Company’s internal control over financial reporting as of January 29, 2022, and have issued our reports thereon dated March 
23, 2022; 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 23, 2022

DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

SCHEDULE II

(in thousands)

Fiscal 2019

Inventory reserve

Allowance for credit losses

Reserve for sales returns

Fiscal 2020

Inventory reserve

Allowance for credit losses

Reserve for sales returns

Fiscal 2021

Inventory reserve

Allowance for credit losses

Reserve for sales returns

Balance at 

Beginning of 

Period

Charged to 

Costs and 

Expenses

Deductions

Balance at 

End of Period

$ 

44,040 

$ 

27,152   

$ 

(13,367) 

$ 

$ 

57,825 

$ 

32,047 

  $ 

(54,317) 

$ 

2,963 

10,575 

2,960 

13,122 

2,661 

14,468 

4,413   

499,597 

(4,416) 

(497,050) 

4,313 

508,622 

(4,612) 

(507,276) 

4,298 

591,723 

(3,752) 

(589,784) 

$ 

35,555 

$ 

4,421 

  $ 

(14,410) 

$ 

57,825 

2,960 

13,122 

35,555 

2,661 

14,468 

25,566 

3,207 

16,407 

76
76

77

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 

January 29, 2022 and January 30, 2021, and for each of the three years in the period ended January 29, 2022, and the 

Company’s internal control over financial reporting as of January 29, 2022, and have issued our reports thereon dated March 
23, 2022; 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 23, 2022

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

Fiscal 2019

Inventory reserve

Allowance for credit losses

Reserve for sales returns

Fiscal 2020

Inventory reserve

Allowance for credit losses

Reserve for sales returns

Fiscal 2021

Inventory reserve

Allowance for credit losses

Reserve for sales returns

Balance at 
Beginning of 
Period

Charged to 
Costs and 
Expenses

Deductions

Balance at 
End of Period

$ 

44,040 

$ 

27,152   

$ 

(13,367) 

$ 

2,963 

10,575 

4,413   

499,597 

(4,416) 

(497,050) 

$ 

57,825 

$ 

32,047 

  $ 

(54,317) 

$ 

2,960 

13,122 

4,313 

508,622 

(4,612) 

(507,276) 

$ 

35,555 

$ 

4,421 

  $ 

(14,410) 

$ 

2,661 

14,468 

4,298 

591,723 

(3,752) 

(589,784) 

57,825 

2,960 

13,122 

35,555 

2,661 

14,468 

25,566 

3,207 

16,407 

76

7777

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fiscal 2019 

52 Weeks Ended February 1, 2020

Selling, 

general and 

administrative 

Income from 

Gain on 

sale of 

Income 

before 

income 

taxes

Diluted

shares 

outstanding 

per diluted 

Earnings 

GAAP Basis

$2,554,558

$2,173,677

$375,613

$

(33,779)

$ 407,704

$ 297,462

89,066 $

3.34

Gross profit

expenses

operations

subsidiaries

Net income

during period

share

% of Net sales

29.19 %

24.84 %

4.29 %

(0.39%)

4.66 %

3.40 %

Hunt restructuring 

charges

Gain on sale of 
subsidiaries

Non-cash asset 
impairments

Litigation contingency 

settlement

—

—

—

Non-GAAP Basis

$2,567,693

$2,120,247

$442,178

$

$ 440,490

$ 329,081

89,066 $

3.69

% of Net sales

29.34 %

24.23 %

5.05 %

— %

5.03 %

3.76 %

During fiscal 2019, the Company recorded a pre-tax charge of $57.7 million related to the restructuring of the hunt business, which included a 
trademark impairment of $28.3 million that was not deductible for tax purposes. The Company also recorded a pre-tax non-cash impairment charge 
of $15.3 million to reduce the carrying value of a corporate aircraft to its current fair market value, which was subsequently sold. These charges 
were offset by a pre-tax gain of $33.8 million related to the sale of two technology subsidiaries and a pre-tax benefit of $6.4 million resulting from 
the favorable settlement of a litigation contingency that was originally accrued in fiscal 2017. The provision for income taxes for the aforementioned 
adjustments were calculated at the Company’s approximated blended tax rate, unless otherwise noted.

13,135

(44,588)

57,723

—

57,723

50,072

—

—

33,779

(33,779)

(24,996)

(15,253)

15,253

15,253

11,287

6,411

(6,411)

(6,411)

(4,744)

—

—

—

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Non-GAAP Financial Measures

In addition to reporting the Company’s financial results in accordance with generally accepted accounting principles (“GAAP”), 
the Company reports certain financial results that differ from what is reported under GAAP. These non-GAAP financial measures 
include consolidated non-GAAP net income, non-GAAP earnings per diluted share, non-GAAP income before income taxes, 
non-GAAP diluted shares outstanding, and net capital expenditures, which management believes provides investors with 
useful supplemental information to evaluate the Company’s ongoing operations and to compare with past and future periods. 
Management believes that adjusting interest expense and share dilution related to the convertible senior notes and convertible 
note hedge is useful to investors because it provides a more complete view of the economics of the transaction. Management 
also uses certain non-GAAP measures internally for forecasting, budgeting, and measuring its operating performance. These 
measures should be viewed as supplementing, and not as an alternative or substitute for, the Company’s financial results prepared 
in accordance with GAAP. The methods used by the Company to calculate its non-GAAP financial measures may differ significantly 
from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures presented 
herein may not be comparable to similar measures provided by other companies. A reconciliation of the Company’s non-GAAP 
measures to the most directly comparable GAAP financial measures are provided below and on the Company’s website at 
investors.DICKS.com.

Earnings per diluted share vs. Non-GAAP earnings per diluted share:

Fiscal 2021
52 Weeks Ended January 29, 2022

Income from 
operations
$ 2,034,503

Interest 
expense
57,839

$

Income before 
income taxes
$ 1,994,438

Net income
$ 1,519,871

Diluted shares 
outstanding 
during period
109,578

Earnings per 
diluted share
13.87
$

GAAP Basis

% of Net Sales

Convertible senior notes

—

(30,794)

16.55%

0.47%

16.22%

30,794

12.36%

22,788

(11,332)

Non-GAAP Basis

% of Net Sales

$ 2,034,503

$

27,045

$ 2,025,232

$ 1,542,659

98,246

$

15.70

16.55%

0.22%

16.47%

12.55%

Fiscal 2021 included $30.8 million of non-cash amortization of the debt discount on $575 million of convertible senior notes due 2025 (“Convertible 
Senior Notes”) issued in 2020, and 11.3 million diluted shares that will be offset at settlement by shares delivered from the convertible note hedge 
purchased in connection with their issuance. The provision for income taxes for the aforementioned adjustments were calculated at 26%, which 
approximated the Company’s blended tax rate.

Fiscal 2020
52 Weeks Ended January 30, 2021

GAAP Basis

% of Net Sales

Convertible senior notes

Non-GAAP Basis

% of Net Sales

Income from 
operations
$ 741,477

Interest 
expense
48,812

$

Income before 
income taxes
$ 711,735

Net income
$ 530,251

Diluted shares 
outstanding 
during period
92,639

Earnings per 
diluted share
5.72
$

7.74 %

—

0.51 %

(21,581)

7.43 %

21,581

5.53 %

15,970

(3,460)

$ 741,477

$

27,231

$ 733,316

$ 546,221

89,179

$

6.12

7.74 %

0.28 %

7.65 %

5.70 %

Fiscal 2020 included $21.6 million of non-cash amortization of the debt discount on the Convertible Senior Notes, and 3.5 million diluted shares 
that will be offset at settlement by shares delivered from the convertible note hedge purchased in connection with their issuance. The provision for 
income taxes for the aforementioned adjustments were calculated at 26%, which approximated the Company’s blended tax rate.

Hunt restructuring 

charges

Gain on sale of 
subsidiaries

Non-cash asset 
impairments

Litigation contingency 

settlement

—

—

—

Fiscal 2019 
52 Weeks Ended February 1, 2020

Selling, 
general and 
administrative 
expenses

Income from 
operations

Gain on 
sale of 
subsidiaries

Income 
before 
income 
taxes

Diluted
shares 
outstanding 
during period

Earnings 
per diluted 
share

Net income

Gross profit

GAAP Basis

$2,554,558

$2,173,677

$375,613

$

(33,779)

$ 407,704

$ 297,462

89,066 $

3.34

% of Net sales

29.19 %

24.84 %

4.29 %

(0.39%)

4.66 %

3.40 %

13,135

(44,588)

57,723

—

57,723

50,072

—

—

33,779

(33,779)

(24,996)

(15,253)

15,253

6,411

(6,411)

—

—

—

15,253

11,287

(6,411)

(4,744)

$ 440,490

$ 329,081

89,066 $

3.69

Non-GAAP Basis

$2,567,693

$2,120,247

$442,178

$

% of Net sales

29.34 %

24.23 %

5.05 %

— %

5.03 %

3.76 %

During fiscal 2019, the Company recorded a pre-tax charge of $57.7 million related to the restructuring of the hunt business, which included a 
trademark impairment of $28.3 million that was not deductible for tax purposes. The Company also recorded a pre-tax non-cash impairment charge 
of $15.3 million to reduce the carrying value of a corporate aircraft to its current fair market value, which was subsequently sold. These charges 
were offset by a pre-tax gain of $33.8 million related to the sale of two technology subsidiaries and a pre-tax benefit of $6.4 million resulting from 
the favorable settlement of a litigation contingency that was originally accrued in fiscal 2017. The provision for income taxes for the aforementioned 
adjustments were calculated at the Company’s approximated blended tax rate, unless otherwise noted.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Non-GAAP Financial Measures

In addition to reporting the Company’s financial results in accordance with generally accepted accounting principles (“GAAP”), 
the Company reports certain financial results that differ from what is reported under GAAP. These non-GAAP financial measures 
include consolidated non-GAAP net income, non-GAAP earnings per diluted share, non-GAAP income before income taxes, 

non-GAAP diluted shares outstanding, and net capital expenditures, which management believes provides investors with 

useful supplemental information to evaluate the Company’s ongoing operations and to compare with past and future periods. 
Management believes that adjusting interest expense and share dilution related to the convertible senior notes and convertible 
note hedge is useful to investors because it provides a more complete view of the economics of the transaction. Management 
also uses certain non-GAAP measures internally for forecasting, budgeting, and measuring its operating performance. These 
measures should be viewed as supplementing, and not as an alternative or substitute for, the Company’s financial results prepared 
in accordance with GAAP. The methods used by the Company to calculate its non-GAAP financial measures may differ significantly 
from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures presented 
herein may not be comparable to similar measures provided by other companies. A reconciliation of the Company’s non-GAAP 
measures to the most directly comparable GAAP financial measures are provided below and on the Company’s website at 

investors.DICKS.com.

Earnings per diluted share vs. Non-GAAP earnings per diluted share:

GAAP Basis

% of Net Sales

Non-GAAP Basis

% of Net Sales

Fiscal 2021

52 Weeks Ended January 29, 2022

Income from 

operations

Interest 

expense

Income before 

income taxes

Net income

$ 2,034,503

$

57,839

$ 1,994,438

$ 1,519,871

109,578

Diluted shares 

outstanding 

during period

Earnings per 
diluted share
13.87

$

Convertible senior notes

—

(30,794)

16.55%

0.47%

16.22%

30,794

12.36%

22,788

(11,332)

$ 2,034,503

$

27,045

$ 2,025,232

$ 1,542,659

98,246

$

15.70

16.55%

0.22%

16.47%

12.55%

Fiscal 2021 included $30.8 million of non-cash amortization of the debt discount on $575 million of convertible senior notes due 2025 (“Convertible 
Senior Notes”) issued in 2020, and 11.3 million diluted shares that will be offset at settlement by shares delivered from the convertible note hedge 
purchased in connection with their issuance. The provision for income taxes for the aforementioned adjustments were calculated at 26%, which 

approximated the Company’s blended tax rate.

Fiscal 2020

52 Weeks Ended January 30, 2021

GAAP Basis

% of Net Sales

Convertible senior notes

Non-GAAP Basis

% of Net Sales

Income from 

operations

Interest 

expense

Income before 

income taxes

Net income

$ 741,477

$

48,812

$ 711,735

$ 530,251

92,639

7.74 %

—

0.51 %

(21,581)

7.43 %

21,581

5.53 %

15,970

(3,460)

Diluted shares 

outstanding 

during period

Earnings per 
diluted share
5.72

$

$ 741,477

$

27,231

$ 733,316

$ 546,221

89,179

$

6.12

7.74 %

0.28 %

7.65 %

5.70 %

Fiscal 2020 included $21.6 million of non-cash amortization of the debt discount on the Convertible Senior Notes, and 3.5 million diluted shares 
that will be offset at settlement by shares delivered from the convertible note hedge purchased in connection with their issuance. The provision for 

income taxes for the aforementioned adjustments were calculated at 26%, which approximated the Company’s blended tax rate.

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
6201 15th Avenue
Brooklyn, NY 11219

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 18, 2022 was 243 
and 16, 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

2021 Fiscal Quarter Ended
May 1, 2021

July 31, 2021

October 30, 2021

January 29, 2022

2020 Fiscal Quarter Ended
May 2, 2020

August 1, 2020

October 31, 2020

January 30, 2021

High
$ 85.94

Low
$ 68.67 

$105.11

$ 83.29

$145.19

$104.69

$140.28

$ 99.91

High
$45.92

$46.80

$63.05

$70.40

Low
$16.81

$27.08

$44.69

$50.90

Annual Meeting

June 15, 2022 at 7:30 a.m.
Via the Internet at
http://www.virtualshareholdermeeting.com/DKS2022

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, investments to enhance the athlete experience, 
to improve our eCommerce fulfillment capabilities, and to 
implement technology solutions that improve our teammates’ 
productivity; the continued improvements to the functionality 
and performance of our own eCommerce platform and 
driving eCommerce profitability; plans to invest in our vertical 
brands with improved space in-store, increased marketing, 
and expansion into additional product categories; our belief 
that certain categories offer growth opportunities, including 
athletic apparel, footwear, team sports and golf; plans to use 
data science to create more personalized marketing; our 
goals to reduce greenhouse gas emissions and to address 
diversity; plans to continue investing in our brand relationships 
and developing our new store concepts and experiences; 
plans to leverage our real estate portfolio to capitalize on 
future opportunities in the near and intermediate term as our 
existing leases come up for renewal; our intention to repay 
the principal outstanding amounts of the Convertible Senior 
Notes using excess cash, free cash flow and borrowings on 
our Credit Facility; projected capital expenditures; anticipated 
store openings and relocations; plans to return capital to 
stockholders through dividends and share repurchases; and 
our future results of operations and financial condition.

Forward-looking statements are subject to risks and 
uncertainties, including the potential impact to consumer 
demand and our supply chain due to the coronavirus 
pandemic, 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

Edward W. Stack
Director since 1984
Executive Chairman
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.

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

Anne Fink
Director since 2019
President, Global Foodservice
PepsiCo, Inc.

Larry Fitzgerald, Jr.
Director since 2020
Professional Athlete
National Football League

Lauren R. Hobart
Director since 2018
President and Chief Executive Officer
DICK’S Sporting Goods, Inc.

Sandeep Mathrani
Director since 2020
Chairman and Chief Executive Officer
WeWork

Desiree Ralls-Morrison
Director since 2020
Executive Vice President, General Counsel and Corporate 
Secretary
McDonald’s Corporation

Lawrence J. Schorr
Director since 1985
Lead Director
Retired Chief Executive Officer
Simona America Group, Simona AG

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

Corporate and Stockholder Information

Executive Officers

Edward W. Stack
Executive Chairman

Lauren R. Hobart
President and Chief Executive Officer

Navdeep Gupta
Executive Vice President - Chief Financial Officer

Lee J. Belitsky
Executive Vice President (Retired May 2022)

Donald J. Germano
Executive Vice President - Stores and Supply Chain

Vlad Rak
Executive Vice President - Chief Technology Officer

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

Julie Lodge-Jarrett
Senior Vice President - Chief People and Purpose Officer

Annual Meeting

June 15, 2022 at 7:30 a.m.

Via the Internet at

Form 10-K

http://www.virtualshareholdermeeting.com/DKS2022

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

It is also available upon request to:

through www.sec.gov.

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, investments to enhance the athlete experience, 
to improve our eCommerce fulfillment capabilities, and to 
implement technology solutions that improve our teammates’ 
productivity; the continued improvements to the functionality 
and performance of our own eCommerce platform and 
driving eCommerce profitability; plans to invest in our vertical 
brands with improved space in-store, increased marketing, 
and expansion into additional product categories; our belief 
that certain categories offer growth opportunities, including 
athletic apparel, footwear, team sports and golf; plans to use 
data science to create more personalized marketing; our 
goals to reduce greenhouse gas emissions and to address 
diversity; plans to continue investing in our brand relationships 
and developing our new store concepts and experiences; 
plans to leverage our real estate portfolio to capitalize on 
future opportunities in the near and intermediate term as our 
existing leases come up for renewal; our intention to repay 
the principal outstanding amounts of the Convertible Senior 
Notes using excess cash, free cash flow and borrowings on 
our Credit Facility; projected capital expenditures; anticipated 
store openings and relocations; plans to return capital to 
stockholders through dividends and share repurchases; and 
our future results of operations and financial condition.

Forward-looking statements are subject to risks and 

uncertainties, including the potential impact to consumer 

demand and our supply chain due to the coronavirus 

pandemic, 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

Edward W. Stack
Director since 1984
Executive Chairman
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.

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

Anne Fink
Director since 2019
President, Global Foodservice
PepsiCo, Inc.

Larry Fitzgerald, Jr.
Director since 2020
Professional Athlete
National Football League

Lauren R. Hobart
Director since 2018
President and Chief Executive Officer
DICK’S Sporting Goods, Inc.

Sandeep Mathrani
Director since 2020
Chairman and Chief Executive Officer
WeWork

Desiree Ralls-Morrison
Director since 2020
Executive Vice President, General Counsel and Corporate 
Secretary
McDonald’s Corporation

Lawrence J. Schorr
Director since 1985
Lead Director
Retired Chief Executive Officer
Simona America Group, Simona AG

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

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345 Court Street  Coraopolis, PA 15108www.dickssportinggoods.com