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: March 7, 2005

Commission File No. 001-31463

DICK’S SPORTING GOODS, INC.

(Exact name of registrant as specified in its charter)

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

300 Industry Drive, RIDC Park West,
Pittsburgh, Pennsylvania
(Address of principal executive offices) 15275
(Zip Code)

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

1

TABLE OF CONTENTS

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION	3
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS	3
SIGNATURE	4
EXHIBIT 99.1	5

2

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On March 7, 2005 Dick’s Sporting Goods, Inc. issued a press release announcing its results for the fourth fiscal quarter and year ended January 29, 2005 and certain other information that is furnished as Exhibit 99.1 hereto.

This information and the exhibits hereto are being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended. The information contained in this report shall not be incorporated by reference into any filing of the Registrant with the SEC, whether made before or after the date hereof, regardless of any general incorporation language in such filings.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

      (c) Exhibits

Exhibit 99.1 Press release dated March 7, 2005 by Dick’s Sporting Goods, Inc. furnished herewith.

3

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: March 7, 2005	By:	/S/ MICHAEL F. HINES
	Name:	Michael F. Hines
	Title:	EVP - Chief Financial Officer

4

EX-99.1

EXHIBIT 99.1

PRESS RELEASE

Dick’s Sporting Goods Reports Fourth Quarter and Full Year Results

PITTSBURGH, Pa., March 7, 2005 — Dick’s Sporting Goods, Inc. (NYSE: DKS) today reported sales and earnings results for the fourth quarter and year ended January 29, 2005. Results include the operating results for the recently purchased Galyan’s for the third and fourth quarters of 2004, but not for 2003 as Galyan’s was acquired in July 2004.

Fourth Quarter Results

The Company reported net income for the fourth quarter ended January 29, 2005, excluding merger integration and store closing costs, gain on sale of investment, and a lease accounting charge, of $43.4 million, or $0.81 per share as compared to earnings guidance provided on November 18, 2004 of $0.77 — $0.78 per share. This compares to net income of $26.0 million, and earnings per share of $0.50 for the fourth quarter ended January 31, 2004.

Including after tax merger integration and store closing costs of $7.5 million, or $0.14 per share, and gain on sale of investment of $6.6 million, or $0.12 per share and a cumulative lease accounting charge of $2.6 million, or $0.05 per share of which $0.01 per share was attributable to this year, the Company reported net income for the fourth quarter ended January 29, 2005 of $39.9 million or $0.75 per share.

The fourth quarter includes an after tax cumulative lease accounting charge of $2.6 million, or $0.05 per share of which $471,000, or $0.01 per share relates to the current year. In connection with the recent attention placed on lease accounting, the Company reviewed and discussed with its independent auditors, and concluded our lease accounting policy was not consistent with accounting standards. The company has changed this policy such that the commencement date of the lease term will be the earlier of the date rent payments begin or the date the Company takes possession of the property for the initial setup of fixtures and merchandise. Further, the Company is continuing to review with its auditors the accounting treatment of tenant allowances.

Total sales for the quarter increased 66% over last year to $788.0 million due to a comparable store sales increase of 1.1%, the opening of new stores and the inclusion of Galyan’s operations in this year’s quarterly results. Galyan’s stores will not be included in the comparable store base until 13 months after the completion of the re-branding and re-merchandising effort expected to occur by the end of the second quarter of 2005.

During the fourth quarter, the Company opened five stores and closed four stores (one Dick’s store and three Galyan’s stores) bringing the total stores opened for the year to 29 and the total stores closed for the year to six (three Dick’s stores and three Galyan’s stores).

The stores that opened in the fourth quarter include: Easton, PA (the 2^nd store in the Allentown market); two stores in Indianapolis, IN (our 6^th and 7^th stores in Indianapolis); West Mifflin, PA (our 9^th store in the Pittsburgh market) and Portsmouth, NH. The one Dick’s store that closed was in Cleveland, OH due to its overlap with a Galyan’s store, and the three Galyan’s stores closed were all in Indianapolis, IN.

As of January 29, 2005, the Company operated 234 stores with approximately 13.5 million square feet, in 33 states.

5

As previously announced in our press release dated July 29, 2004, the Company acquired 100% of the issued and outstanding common stock of Galyan’s Trading Company, Inc. for $16.75 per share in cash. The Consolidated Statements of Income for the 13 weeks ended January 29, 2005 reflect the results of the combined company for the entire 13 weeks whereas the results for the year ended January 29, 2005 reflect the results of Dick’s Sporting Goods on a stand-alone basis from February 1, 2004 to July 28, 2004 and the combined company from the acquisition date of July 29, 2004 to January 29, 2005. Prior year results include Dick’s Sporting Goods, Inc. on a stand-alone basis.

Full Year Results

Net income for the year ended January 29, 2005, excluding merger integration and store closing costs, gain on sale of investment, and a lease accounting charge, was $75.1 million, or $1.42 per share as compared to earnings guidance provided on November 18, 2004 of $1.37 — $1.39 per share before merger integration and store closing costs. This compares to net income and earnings per share, excluding gain on sale of investment, of $50.7 million, and $1.01 per share, respectively, for the year ended January 31, 2004.

Including after tax merger integration and store closing costs of $12.2 million or $0.23 per share, gain on sale of investment of $6.6 million or $0.12 per share, and a cumulative lease accounting charge of $2.6 million or $0.05 per share of which $0.01 per share is attributable to 2004, the Company reported net income for the year ended January 29, 2005 of $66.9 million or $1.26 per share.

Total sales for the year ended January 29, 2005 increased 43% to $2,109.4 million. Comparable store sales increased 2.6%. Galyan’s stores will not be included in the comparable store base until 13 months after the completion of the re-branding and re-merchandising effort expected to occur by the end of the first half of 2005.

“We are very pleased as a team to have accomplished so much in the fourth quarter,” said Edward W. Stack, Chairman & CEO. “We are reporting another strong quarter of operating results and effective management of our inventory while making considerable progress in the conversion of the Galyan’s stores. Regarding the Galyan’s conversion: we have converted the point of sale systems in the stores, re-signed the stores, converted the warehouse management system in the former Galyan’s distribution center, closed the corporate office and converted all activity onto Dick’s systems. We have also made progress on re-merchandising stores to place more of an emphasis on sporting goods.”

Galyan’s Conversion

The Company anticipates closing 10 stores in conjunction with the conversion. Of these 10 stores, six are Dick’s stores and four are former Galyan’s stores. Four of these stores closed in the fourth quarter of 2004, five are anticipated to close in the first quarter of 2005, and one is expected to close in the second quarter of 2005. This is an increase from the prior expectation of nine stores to be closed and is due to further analysis of the overlap.

The Company also expects total merger integration and store closing costs of approximately $70 million pre-tax to be incurred, of which $20 million was incurred in 2004. The Company estimates future merger costs of $39 million in 2005 with the balance in 2006 and beyond, which relates to future lease payments on closed stores. Merger integration and store closing costs primarily include the expense of closing Dick’s stores, advertising the re-branding of Galyan’s stores, duplicative costs, recruiting and system conversion costs.

2005 Outlook

The Company’s current outlook for 2005 is based on current expectations and includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange

Act as described later in this release. Although the Company believes that comments reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.

Full Year 2005

•   Based on an estimated 55 million shares outstanding, the Company anticipates reporting EPS for the full year of $1.79 — $1.84 per share excluding merger integration and store closing costs, unchanged from prior guidance. The Company anticipates reporting $1.36 — $1.41 per share including merger integration and store closing costs. This compares to full year 2004 EPS of $1.42, excluding merger integration and store closing costs, gain on sale of investment and lease accounting charge.

•   Comparable store sales are expected to increase approximately 1-2%. Galyan’s stores will not be included in the comparable store base until 13 months after the completion of the re-branding and re-merchandising effort expected to occur by the end of the first half of 2005.

•   The Company expects to open at least 25 new stores in 2005 while closing six stores (five Dick’s stores and one Galyan’s store) due to overlap.

•   Our 2005 full-year EPS guidance does not reflect the impact of expensing stock options. The company will, however, be required to begin expensing stock options as compensation cost beginning in the third quarter of its fiscal year pursuant to Statement of Financial Accounting Standards 123R. The Company is currently analyzing the impact of expensing stock options, which is based on a number of factors, including the Company’s stock price, and will not be determined until the end of the second quarter. Based on current information, however, the Company anticipates the cost in the second half of the year to be approximately $0.12 – 0.14 per share.

First Quarter 2005

•   Based on an estimated 54 million shares outstanding, the Company anticipates EPS for the first quarter of $0.18 — $0.20 per diluted share excluding merger integration and store closing costs of approximately $34 million, pre-tax. The Company anticipates reporting a loss of $0.19 — $0.21 per basic share including merger integration and store closing costs. This compares to first quarter 2004 EPS of $0.21, which includes only the results of Dick’s Sporting Goods and not Galyan’s. Proforma, combined company EPS for the first quarter of 2004 was $0.10.

•   Comparable store sales are expected to increase approximately 1-2%. Galyan’s stores will not be included in the comparable store base until 13 months after the completion of the re-branding and re-merchandising effort expected to occur by the end of the first half of 2005.

•   The Company expects to open seven new stores in the first quarter, and close four Dick’s stores and one Galyan’s store due to the conversion. The last Dick’s store closure due to the conversion is expected in the second quarter of 2005.

Conference Call Info

The Company will be hosting a conference call today at 5:00 pm Eastern time to discuss the fourth quarter and full year results. Investors will have the opportunity to listen to the earnings conference call over the internet through the Company’s web site located at http://www.dickssportinggoods.com/investors. To listen to the live call, please go to the web site at least fifteen minutes early to register, download and install any necessary audio software.

For those who cannot listen to the live broadcast, the webcast will be archived on the Company’s web site for approximately 30 days. In addition, a dial-in replay will be available shortly after the call. To listen, investors should dial (888) 286-8010 (domestic callers) or (617) 801-6888 (international callers) and enter confirmation code 39440934. The dial-in replay will be available for 30 days following the live call.

Forward Looking Statements and Merger Integration and Store Closing Cost Estimates

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 are more fully described in the Company’s Annual Report on Form 10-K for the year ended January 31, 2004 as filed with the Securities and Exchange Commission on April 8, 2004, ones associated with combining businesses and achieving expected savings and synergies (including annualized cost savings and merchandise buying improvements) and/or with assimilating acquired companies and ones associated with the fact that merger integration and store closing costs related to the Galyan’s acquisition are difficult to predict with a level of certainty and may be greater than expected. The Company disclaims any obligation to update any such factors or to publicly announce results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

The prior period EPS numbers presented in this press release have been adjusted to give effect to the two-for-one stock split, in the form of a stock dividend, which became effective on April 5, 2004 to our stockholders of record on March 19, 2004.

About Dick’s Sporting Goods, Inc.

Pittsburgh-based 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. As of January 29, 2005, the Company operated 234 stores in 33 states primarily throughout the Eastern half of the U.S. under the Dick’s Sporting Goods and Galyan’s names.

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

Contact:

Michael F. Hines, EVP – Chief Financial Officer or
Jeffrey R. Hennion, SVP – Strategic Planning
724-273-3400
investors@dcsg.com

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

	13 Weeks Ended				Year Ended
	January 29,		January 31,		January 29,		January 31,
	2005		2004		2005		2004
Net sales	$	788,048	$	474,432	$	2,109,399	$	1,470,845
Cost of goods sold, including occupancy and distribution costs		560,084		334,927		1,521,515		1,063,106
GROSS PROFIT		227,964		139,505		587,884		407,739
Selling, general and administrative expenses		150,912		95,590		443,776		314,885
Pre-opening expenses		6,029		316		16,229		6,528
Merger integration and store closing costs		12,543		—		20,336		—
INCOME FROM OPERATIONS		58,480		43,599		107,543		86,326
Gain on sale of investment		10,981		—		10,981		3,536
Interest expense, net		2,953		285		8,009		1,831
Other income		—		—		1,000		—
INCOME BEFORE INCOME TAXES		66,508		43,314		111,515		88,031
Provision for income taxes		26,603		17,326		44,606		35,212
NET INCOME	$	39,905	$	25,988	$	66,909	$	52,819
EARNINGS PER COMMON SHARE:
Basic	$	0.82	$	0.55	$	1.39	$	1.18
Diluted	$	0.75	$	0.50	$	1.26	$	1.05
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		48,645		46,912		47,978		44,774
Diluted		53,489		51,774		52,921		50,280

DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS — UNAUDITED
(Dollars in thousands)

	January 29,		January 31,
	2005		2004
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	18,886	$	93,674
Accounts receivable, net		30,611		10,185
Income taxes receivable		7,202		232
Inventories, net		457,618		254,360
Prepaid expenses and other current assets		8,772		5,222
Deferred income taxes		7,966		1,021
Total current assets		531,055		364,694
Property and equipment, net		280,266		100,965
Construction in progress — leased facilities		15,233		10,927
Goodwill		157,245		—
OTHER ASSETS:
Deferred income taxes		810		4,707
Investments		3,388		7,054
Other		28,158		10,184
Total other assets		32,356		21,945
TOTAL ASSETS	$	1,016,155	$	498,531
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	211,685	$	118,383
Accrued expenses		141,465		72,090
Deferred revenue and other liabilities		48,882		37,037
Current portion of other long-term debt and capital leases		635		505
Total current liabilities		402,667		228,015
LONG-TERM LIABILITIES:
Senior convertible notes		172,500		—
Revolving credit borrowings		76,094		—
Other long-term debt and capital leases		8,775		3,411
Non-cash obligations for construction in progress — leased facilities		15,233		10,927
Deferred revenue and other liabilities		27,128		13,197
Total long-term liabilities		299,730		27,535
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Preferred stock		—		—
Common stock		348		331
Class B common stock		140		141
Additional paid-in capital		181,321		175,748
Retained earnings		129,953		63,044
Accumulated other comprehensive income		1,996		3,717
Total stockholders’ equity		313,758		242,981
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,016,155	$	498,531

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

	Year Ended
	January 29,			January 31,
	2005			2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	66,909		$	52,819
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		37,621			17,554
Deferred income taxes		16,794			8,476
Tax benefit from exercise of stock options		15,868			29,861
Tax benefit from convertible note bond hedge		2,171			—
Gain on sale of investment		(10,981	)		(3,536	)
Other non-cash items		—			2,067
Changes in assets and liabilities:
Accounts receivable		(3,470	)		3,904
Inventories		(44,813	)		(20,863	)
Prepaid expenses and other assets		(2,177	)		1,549
Accounts payable		(4,260	)		(19,850	)
Accrued expenses		(4,707	)		12,842
Income taxes payable		—			(12,763	)
Deferred revenue and other liabilities		8,436			14,440
Net cash provided by operating activities		77,391			86,500
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(74,494	)		(54,350	)
Proceeds from sale-leaseback transactions		35,687			14,726
Payment for the purchase of Galyan’s, net of $17,931 cash acquired		(351,554	)		—
Purchase of held-to-maturity securities		(57,942	)		—
Proceeds from sale of held-to-maturity securities		57,942			—
Proceeds from sale of available-for-sale investment		12,001			4,150
(Increase) decrease in recoverable costs from developed properties		(5,962	)		2,079
Net cash used in investing activities		(384,322	)		(33,395	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible notes		172,500			—
Revolving credit borrowings, net		76,094			—
(Payments) borrowings on other long-term debt and capital leases		(537	)		339
Payment for purchase of bond hedge		(33,120	)		—
Proceeds from issuance of warrant		12,420			—
Transaction costs for convertible notes		(6,239	)		—
Proceeds from sale of common stock under employee stock purchase plan		3,233			2,473
Proceeds from exercise of stock options		5,017			13,429
Increase in bank overdraft		2,775			13,025
Other		—			183
Net cash provided by financing activities		232,143			29,449
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(74,788	)		82,554
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		93,674			11,120
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	18,886		$	93,674
Supplemental non-cash investing and financing activities:
Construction in progress — leased facilities	$	4,306		$	10,927
Accrued property and equipment	$	13,855		$	—

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

									Proforma (1)
	13 Weeks Ended								13 Weeks Ended
	January 29, 2005								January 31, 2004
						Results excluding
			Merger			Merger
			Integration, Gain			Integration, Gain
			on Sale of			on Sale of			Dick's		Galyan's
	GAAP		Investment and			Investment and			Sporting		Trading
	Results		Lease Change			Lease Change			Goods, Inc.		Company, Inc.		Consolidated
Net sales	$	788,048	$	—		$	788,048		$	474,432	$	248,643	$	723,075
Cost of goods sold, including occupancy and distribution costs		560,084		1,708			561,792			334,927		177,629		512,556
GROSS PROFIT		227,964		(1,708	)		226,256			139,505		71,014		210,519
% to sales							28.71	%						29.11	%
Selling, general and administrative expenses		150,912		—			150,912			95,590		51,895		147,485
Pre-opening expenses		6,029		(6,003	)		26			316		308		624
Merger integration and store closing costs		12,543		(12,543	)		—			—		—		—
INCOME FROM OPERATIONS		58,480		16,838			75,318			43,599		18,811		62,410
% to sales							9.56	%						8.63	%
Gain on sale of investment		10,981		(10,981	)		—			—		—		—
Interest expense, net		2,953		—			2,953			285		2,815		3,100
INCOME BEFORE INCOME TAXES		66,508		5,857			72,365			43,314		15,996		59,310
Provision for income taxes		26,603		2,343			28,946			17,326		6,398		23,724
NET INCOME	$	39,905	$	3,514		$	43,419		$	25,988	$	9,598	$	35,586
EARNINGS PER COMMON SHARE:
Basic	$	0.82	$	0.07		$	0.89		$	0.55			$	0.76
Diluted	$	0.75	$	0.07		$	0.81		$	0.50			$	0.69
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		48,645		48,645			48,645			46,912				46,912
Diluted		53,489		53,489			53,489			51,774				51,774

(1)   The unaudited proforma results present information as if Galyan’s had been acquired at the beginning of each period presented. The proforma amounts include certain reclassifications to Galyan’s amounts to conform them to the Company’s presentation, and an increase in pre-tax interest expense of $1,869 to reflect the increase in borrowings under the amended credit facility to finance the acquisition as if it had occurred at the beginning of each period presented. The proforma amounts do not reflect any benefits from economies which might be achieved from combining the operations. The proforma information does not necessarily reflect the actual results that would have occurred had the companies been combined during the periods presented, nor is it necessarily indicative of the future results of operations of the combined companies.

DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS — UNAUDITED
(In thousands, except per share data)

	Proforma (1)											Proforma (1)
	Year Ended January 29, 2005											Year Ended January 31, 2004
	As		Q1 and			Merger
	Reported		Q2			Integration, Gain
	Dick's		Galyan's			on Sale of						Dick's		Galyan's			Gain on
	Sporting		Trading			Investment and						Sporting		Trading			Sale of
	Goods, Inc. (2)		Company (2)			Lease Change			Consolidated			Goods, Inc.		Company			Investment			Consolidated
Net sales	$	2,109,399	$	339,244		$	—		$	2,448,643		$	1,470,845	$	688,220		$	—		$	2,159,065
Cost of goods sold, including occupancy and distribution costs		1,521,515		260,357			1,708			1,783,580			1,063,106		516,567			—			1,579,673
GROSS PROFIT		587,884		78,887			(1,708	)		665,063			407,739		171,653			—			579,392
% to sales										27.16	%										26.84	%
Selling, general and administrative expenses		443,776		91,602			—			535,378			314,885		156,765			—			471,650
Pre-opening expenses		16,229		2,277			(6,003	)		12,503			6,528		4,997			—			11,525
Merger integration and store closing costs		20,336		—			(20,336	)		—			—		—			—			—
INCOME (LOSS) FROM OPERATIONS		107,543		(14,992	)		24,631			117,182			86,326		9,891			—			96,217
% to sales										4.79	%										4.46	%
Gain on sale of investment		10,981		—			(10,981	)		—			3,536		—			(3,536	)		—
Interest expense, net		8,009		5,764			—			13,773			1,831		10,432			—			12,263
Other income		1,000		—			—			1,000			—		—			—			—
INCOME (LOSS) BEFORE TAXES		111,515		(20,756	)		13,650			104,409			88,031		(541	)		(3,536	)		83,954
Provision (benefit) for income taxes		44,606		(8,303	)		5,460			41,763			35,212		(216	)		(1,414	)		33,582
NET INCOME (LOSS)	$	66,909	$	(12,453	)	$	8,190		$	62,646		$	52,819	$	(325	)	$	(2,122	)	$	50,372
EARNINGS PER COMMON SHARE:
Basic	$	1.39				$	0.17		$	1.31		$	1.18				$	(0.05	)	$	1.13
Diluted	$	1.26				$	0.15		$	1.18		$	1.05				$	(0.04	)	$	1.00
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		47,978					47,978			47,978			44,774					44,774			44,774
Diluted		52,921					52,921			52,921			50,280					50,280			50,280

(1)

The unaudited proforma results present information as if Galyan’s had been acquired at the beginning of each period presented. The proforma amounts include certain reclassifications to Galyan’s amounts to conform them to the Company’s presentation, and an increase in pre-tax interest expense of $3,868 and $7,738 for the year ended January 29, 2005 and the year ended January 31, 2004 respectively, to reflect the increase in borrowings under the amended credit facility to finance the acquisition as if it had occurred at the beginning of each period presented. The proforma amounts do not reflect any benefits from economies which might be achieved from combining the operations. The proforma information does not necessarily reflect the actual results that would have occurred had the companies been combined during the periods presented, nor is it necessarily indicative of the future results of operations of the combined companies.

(2)

The As Reported amounts reflect the GAAP amounts which include the results of Dick’s Sporting Goods for the year ended January 29, 2005 plus the results of Galyan’s since the July 29, 2004 acquisition date. The Q1 and Q2 Galyan’s results exclude the operations of Galyan’s from July 29, 2004 to July 31, 2004 as these amounts are included in the Dick’s As Reported amount. The net sales and net income excluded from the Q1 and Q2 Galyan’s results were $6,837 and $127, respectively.

The following represents a reconciliation of beginning and ending stores and square footage for the periods indicated.

	13 Weeks Ended									13 Weeks Ended
	January 29, 2005									January 31, 2004
	Dick's			Galyan's			Total			Dick's		Galyan's		Total
Beginning stores		184			49			233			162		43		205
New		5			—			5			1		—		1
Closed		(1	)		(3	)		(4	)		—		—		—
Ending stores		188			46			234			163		43		206

	Year Ended									Year Ended
	January 29, 2005									January 31, 2004
	Dick's			Galyan's			Total			Dick's		Galyan's		Total
Beginning stores		163			43			206			141		34		175
New *		28			6	*		34	*		22		9		31
Closed		(3	)		(3	)		(6	)		—		—		—
Ending stores		188			46			234			163		43		206

* Year Ended January 29, 2005 includes 5 stores opened by Galyan’s prior to Dick’s acquisition

Net Stores Opened Year-to-Date (excluding 5 stores opened by Galyan’s prior to Dick’s acquisition):

Dick’s new	28
Dick’s closed	(3	)
Galyan’s new — opened post acquisition	1
Galyan’s closed	(3	)
Total	23

Square Footage:
(in millions)

	Dick's		Galyan's		Total
Q2 2003		7.3		3.3		10.6
Q3 2003		7.9		3.8		11.7
Q4 2003		7.9		3.8		11.7
Q1 2004		8.3		4.1		12.4
Q2 2004		8.5		4.2		12.7
Q3 2004		9.2		4.2		13.4
Q4 2004		9.4		4.1		13.5

Regulation G Reconciliations

The following table sets forth the calculation of EBITDA, which is non-GAAP financial information, and reconciles EBITDA to the most directly comparable GAAP information. EBITDA for the 13 weeks ended January 29, 2005 and the fiscal year ended January 29, 2005 was $82.8 million and $157.1 million, respectively. EBITDA, excluding merger integration and store closing costs related to the acquisition of Galyan’s on July 29, 2004, the gain on sale of investment and the lease accounting change, for the 13 weeks ended January 29, 2005 and the fiscal year ended January 29, 2005 was $87.7 million and $168.0 million, respectively.

EBITDA should not be considered as an alternative to net income or any other generally accepted accounting principles measure of performance or liquidity. EBITDA, as the Company has calculated it, may not be comparable to similarly titled measures reported by other companies. EBITDA is a key metric used by the Company that provides a measurement of profitability that eliminates the effect of changes resulting from financing decisions, tax regulations, and capital investments.

EBITDA
(Dollars in thousands)

										Results excluding
			Add:			Less:		Add:		merger integration,
	13 Weeks		Merger							gain on sale of
	Ended January 29,		integration and			Gain on sale		Lease		investment and
	2005		store closing costs			of investment		Change		lease change
Net income	$	39,905	$	7,526		$	6,589	$	2,577	$	43,419
Provision for income taxes		26,603		5,017			4,392		1,718		28,946
Interest expense, net		2,953		—			—		—		2,953
Depreciation and amortization		13,341		(1,002	)		—		—		12,339
EBITDA	$	82,802	$	11,541		$	10,981	$	4,295	$	87,657

										Results excluding
			Add:			Less:		Add:		merger integration,
			Merger							gain on sale of
	Year Ended		integration and			Gain on sale		Lease		investment and
	January 29, 2005		store closing costs			of investment		Change		lease change
Net income	$	66,909	$	12,202		$	6,589	$	2,577	$	75,099
Provision for income taxes		44,606		8,134			4,392		1,718		50,066
Interest expense, net		8,009		—			—		—		8,009
Depreciation and amortization		37,621		(2,844	)		—		—		34,777
EBITDA	$	157,145	$	17,492		$	10,981	$	4,295	$	167,951

The Company believes the use of adjusted net income, and adjusted diluted earnings per share for the 13 weeks and year ended January 29, 2005 provides a further understanding as compared to the net income and diluted earnings per share for the 13 weeks and year ended January 31, 2004 due to the merger integration and store closing costs incurred during the current year related to the acquisition of Galyan’s on July 29, 2004, the gain on sale of investment and the lease accounting change. The reconciliation of adjusted net income, and adjusted diluted earningsper share to the most directly comparable GAAP financial information is presented below.

(in thousands, except per share data):

Adjusted net income reconciliation

	13 Weeks Ended				52 Weeks Ended				52 Weeks Ended
	January 29, 2005				January 29, 2005				January 31, 2004
			Per Diluted				Per Diluted				Per Diluted
	Amounts		Share		Amounts		Share		Amounts		Share
Reported net income (GAAP)	$	39,905	$	0.75	$	66,909	$	1.26	$	52,819	$	1.05
Add: Merger integration and store		7,526		0.14		12,202		0.23		—		—
closing costs, after tax
Less: Gain on sale of investment, after tax		6,589		0.12		6,589		0.12		2,122		0.04
Add: Lease accounting change, after tax 2004		471		0.01		471		0.01		—		—
Prior periods		2,106		0.04		2,106		0.04		—		—
Total		2,577		0.05		2,577		0.05		—		—
Adjusted net income	$	43,419	$	0.81	$	75,099	$	1.42	$	50,697	$	1.01
Earnings guidance	$	40.8 - 41.3	$	0.77 - 0.78	$	72.6 - 73.7	$	1.37 - 1.39		—		—

EPS Guidance

The EPS guidance for the 13 weeks ended April 30, 2005 and fiscal 2005 excludes merger integration and store closing costs. The following table sets forth a reconciliation of guidance net (loss) income per share to adjusted net income per share excluding merger integration and store closing costs after tax (in millions, except per share data):

	13 Weeks Ended			52 Weeks Ended
	April 30,			January 28,
	2005			2006
Guidance net (loss) income per share	$	(0.19) - (0.21	)	$	1.36 - 1.41
Impact of share differential due to net loss (use of basic versus fully-diluted shares)		0.02			—
Guidance merger integration and store closing costs		0.37			0.43
Guidance adjusted net income per share excluding merger integration and store closing costs	$	0.18 - 0.20		$	1.79 - 1.84