8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report: January 27, 2010

DICK’S SPORTING GOODS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-31463	16-1241537
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

300 Industry Drive, RIDC Park West
Pittsburgh, Pennsylvania 15275
(Address of Principal Executive Offices) (Zip Code)

(724) 273-3400
(Registrant’s telephone number, including area code)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13d-4(c) under the Exchange Act (17 CFR 240.13-4(c))

ITEM 7.01 REGULATION FD DISCLOSURE

On January 27, 2010, the Company issued a press release updating its fourth quarter 2009 earnings expectations and providing certain other information that is furnished as Exhibit 99.1 hereto.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit 99.1 Press Release, dated January 27, 2010

SIGNATURE

Pursuant to the requirements 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.
Date: January 27, 2010	By:	/s/ Timothy E. Kullman
		Name:	Timothy E. Kullman
		Title:	EVP — Finance, Administration, Chief Financial Officer and Treasurer

Exhibit Index

Exhibit 99.1 Press Release, dated January 27, 2010

EX-99.1

Exhibit 99.1

PRESS RELEASE

Dick’s Sporting Goods Increases 2009 Expectations

PITTSBURGH, Pa., January 27, 2010 — Dick’s Sporting Goods, Inc. (NYSE: DKS) today increased its expectations for the fourth quarter and full year 2009 due to better than anticipated quarter-to-date performance.

Fourth Quarter Results

Based on an estimated 120 million diluted shares outstanding, the Company now anticipates reporting consolidated earnings per diluted share of at least $0.54 compared to the previous estimate of $0.41 to 0.46 provided on November 19, 2009. In the fourth quarter of 2008, the Company reported non-GAAP consolidated earnings per diluted share of $0.54. On a GAAP basis for the fourth quarter of 2008, the Company reported a loss of $0.94 per diluted share, which included a non-cash impairment charge and merger and integration costs.

Comparable store sales for the fourth quarter of 2009 are now expected to increase approximately 2% as compared to the previously expected decline of 6 to 4% provided on November 19, 2009. Comparable store sales declined 8.6% in the fourth quarter of 2008. The comparable store sales calculation for the fourth quarter in 2008 and 2009 includes Dick’s Sporting Goods stores and Golf Galaxy stores. It excludes Chick’s Sporting Goods stores converted to Dick’s Sporting Goods stores.

Full Year 2009

Based on an estimated 118 million diluted shares outstanding, the Company now anticipates reporting consolidated earnings per diluted share of at least $1.17, excluding merger and integration costs as compared to expectations provided on November 19, 2009 of $1.04 — 1.09, excluding merger and integration costs. For the full year 2008, the Company reported consolidated earnings per diluted share of $1.15, excluding a non-cash impairment charge and merger and integration costs.

On a GAAP basis, the Company is now anticipating reporting consolidated earnings per diluted share of at least $1.12 in 2009 as compared to previous expectations of approximately $0.99 — 1.04 earnings per diluted share provided on November 19, 2009. In 2008, the Company reported a net loss of $0.36 per diluted share on a GAAP basis.

Comparable store sales are currently expected to decrease approximately 2% compared to the Company’s previous expectation of a decline of approximately 4 to 3%. In 2008, comparable store sales declined 4.8%. The comparable store sales calculation for the full year 2009 includes Dick’s Sporting Goods stores and Golf Galaxy stores. The comparable store sales calculation for the full year 2008 includes Dick’s Sporting Goods stores only.

“At the time of our third quarter earnings announcement, same store sales had been running at a negative double-digit pace since mid-October. Beginning in the final week of November, however, we saw an improvement in same store sales, which continued and strengthened through the holidays,” said Edward W. Stack, Chairman and CEO. “The better than expected comparable sales were seen across all major categories.”

In 2010, the Company currently anticipates generating profitable growth with earnings per share

greater than current 2009 expectations. In accordance with standard practice, the fourth quarter and full year 2009 results along with additional detail regarding 2010 expectations will be provided in March 2010.

Forward-Looking Statements Involving Known and Unknown Risks and Uncertainties

Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “guidance,” “estimate,” “intend,” “predict,” and “continue” or similar words. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results in future periods to differ materially from forecasted results. Those risks and uncertainties include, without limitation, the current economic and financial downturn and its effect on consumer spending, changes in macro economic factors and market conditions, including the housing market and fuel costs, that impact the level of consumer spending for the types of merchandise sold by the Company, potential volatility in our stock price and the tightening of availability and higher costs associated with current and new sources of credit resulting from uncertainty in financial markets, changes in consumer demand, the retailing environment and customer preferences and spending habits, competitive pressures, pricing and promotional activities of competitors, changes in law and regulation including consumer protection and labor, currency exchange rate fluctuations, weather conditions, litigation, risks and costs associated with combining businesses and/or assimilating acquired companies and our ability to manage our operations and growth. Known and unknown risks and uncertainties are more fully described in the Company’s Annual Report on Form 10-K for the year ended January 31, 2009 as filed with the Securities and Exchange Commission on March 20, 2009, and other reports filed with the Securities and Exchange Commission. The Company disclaims any obligation and does not intend to update any forward-looking statements except as may be required by the securities laws.

About Dick’s Sporting Goods, Inc.

Dick’s Sporting Goods, Inc. is an authentic full-line sporting goods retailer offering a broad assortment of brand name sporting goods equipment, apparel, and footwear in a specialty store environment. The Company currently operates 419 Dick’s Sporting Goods stores in 40 states primarily throughout the eastern half of the U.S. The Company also owns Golf Galaxy, Inc., a multi-channel golf specialty retailer, with 91 stores in 31 states, e-commerce websites and catalog operations.

Dick’s Sporting Goods, Inc. news releases are available at http://www.dickssportinggoods.com/ (click on the Investor Relations link at the top of the home page).

Contact:

Timothy E. Kullman, EVP — Finance, Administration, Chief Financial Officer and Treasurer or Anne-Marie Megela, Director, Investor Relations

724-273-3400
investors@dcsg.com

Non-GAAP Net Income and Earnings Per Share Reconciliation
(in thousands, except per share data):

	Fiscal 2008
	13 Weeks Ended January 31, 2009
										Merger and
	As			Convertible			GAAP			Integration			Impairment			Non-GAAP
	Reported			Note Interest/1			Total			Costs			Charges /2			Total
Net sales	$	1,207,531		$	—		$	1,207,531		$	—		$	—		$	1,207,531
Cost of goods sold, including occupancy and distribution costs		855,348			—			855,348			—			—			855,348
GROSS PROFIT		352,183			—			352,183			—			—			352,183
Selling, general and administrative expenses		241,676			—			241,676			—			—			241,676
Impairment of goodwill and other intangible assets		164,255			—			164,255			—			(164,255	)		—
Impairment of store assets		29,095			—			29,095			—			(29,095	)		—
Merger and integration costs		9,903			—			9,903			(9,903	)		—			—
Pre-opening expenses		126			—			126			—			—			126
INCOME (LOSS) FROM OPERATIONS		(92,872	)		—			(92,872	)		9,903			193,350			110,381
Interest expense, net		3,973			2,027			6,000			—			—			6,000
INCOME (LOSS) BEFORE INCOME TAXES		(96,845	)		(2,027	)		(98,872	)		9,903			193,350			104,381
Provision for income taxes		7,532			(811	)		6,721			3,745			31,688			42,154
NET INCOME (LOSS)	$	(104,377	)	$	(1,216	)	$	(105,593	)	$	6,158		$	161,662		$	62,227
EARNINGS (LOSS) PER COMMON SHARE:
Basic	$	(0.93	)				$	(0.94	)							$	0.56
Diluted /3	$	(0.93	)				$	(0.94	)							$	0.54
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		112,115						112,115									112,115
Diluted		112,115						112,115									115,796

Notes:
/1	Convertible note interest adjustment is included to reconcile the previously reported financial amounts to GAAP amounts, following the Company’s adoption of a new accounting standard in the first quarter of fiscal 2009 which required the Company to retroactively recognize additional non-cash interest expense based on the market rate for similar debt instruments without the conversion feature.
/2	The goodwill impairment charge of $111,312 is not deductible for tax purposes.
/3	Due to the net loss, as reported and GAAP diluted earnings per share is calculated using basic weighted average common shares outstanding.

	Fiscal 2008
	52 Weeks Ended January 31, 2009
										Merger and
	As			Convertible			GAAP			Integration			Impairment			Non-GAAP
	Reported			Note Interest/1			Total			Costs/2			Charges /3			Total
Net sales	$	4,130,128		$	—		$	4,130,128		$	—		$	—		$	4,130,128
Cost of goods sold, including occupancy and distribution costs		2,946,079			—			2,946,079			—			—			2,946,079
GROSS PROFIT		1,184,049			—			1,184,049			—			—			1,184,049
Selling, general and administrative expenses		928,170			—			928,170			—			—			928,170
Impairment of goodwill and other intangible assets		164,255			—			164,255			—			(164,255	)		—
Impairment of store assets		29,095			—			29,095			—			(29,095	)		—
Merger and integration costs		15,877			—			15,877			(15,877	)		—			—
Pre-opening expenses		16,272			—			16,272			—			—			16,272
INCOME FROM OPERATIONS		30,380			—			30,380			15,877			193,350			239,607
Gain on sale of asset		(2,356	)		—			(2,356	)		—			—			(2,356	)
Interest expense, net		10,963			7,952			18,915			—			—			18,915
INCOME BEFORE INCOME TAXES		21,773			(7,952	)		13,821			15,877			193,350			223,048
Provision for income taxes, excluding tax impact of non-deductible executive separation costs		54,362			(3,181	)		51,181			6,041			31,688			88,910
Tax impact of non-deductible executive separation costs		2,505			—			2,505			(2,505	)		—			—
Provision for income taxes		56,867			(3,181	)		53,686			3,536			31,688			88,910
NET INCOME (LOSS)	$	(35,094	)	$	(4,771	)	$	(39,865	)	$	12,341		$	161,662		$	134,138
EARNINGS (LOSS) PER COMMON SHARE:
Basic	$	(0.31	)				$	(0.36	)							$	1.20
Diluted /4	$	(0.31	)				$	(0.36	)							$	1.15
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		111,662						111,662									111,662
Diluted		111,662						111,662									116,650

Notes:
/1	Convertible note interest adjustment is included to reconcile the previously reported financial amounts to GAAP amounts, following the Company’s adoption of a new accounting standard in the first quarter of fiscal 2009 which required the Company to retroactively recognize additional non-cash interest expense based on the market rate for similar debt instruments without the conversion feature.
/2	Costs related to the Golf Galaxy and Chick’s Sporting Goods integration total $18.4 million, which includes $15.9 million of pre tax “merger and integration costs” and $2.5 million included in the Company’s provision for income taxes reflecting the “tax impact of non-deductible executive separation costs”. The net income impact of merger and integration costs equals $12.3 million, which includes $9.8 million for the after tax amount of “merger and integration costs” and the $2.5 million included in the Company’s provision for income taxes reflecting the “tax impact of non-deductible executive separation costs.”
/3	The goodwill impairment charge of $111,312 is not deductible for tax purposes.
/4	Due to the net loss, as reported and GAAP diluted earnings per share is calculated using basic weighted average common shares outstanding.