10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended October 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	(I.R.S. Employer
Incorporation or Organization)	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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes þ No o

Indicate by check mark 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

As of November 18, 2022, DICK’S Sporting Goods, Inc. had 59,840,863 shares of common stock, par value $0.01 per share, and 23,570,633 shares of Class B common stock, par value $0.01 per share, outstanding.

1

INDEX TO FORM 10-Q

	Page Number
PART I. FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3. Quantitative and Qualitative Disclosures About Market Risk	24
Item 4. Controls and Procedures	24
PART II. OTHER INFORMATION	25
Item 1. Legal Proceedings	25
Item 1A. Risk Factors	25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 6. Exhibits	27
INDEX TO EXHIBITS	27
SIGNATURES	29

2

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS 

DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

(Unaudited)

	13 Weeks Ended				39 Weeks Ended
	October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Net sales	$	2,958,861	$	2,747,647	$	8,771,485	$	8,941,208
Cost of goods sold, including occupancy and distribution costs	1,946,438		1,691,071		5,652,966		5,488,928
GROSS PROFIT	1,012,423		1,056,576		3,118,519		3,452,280
Selling, general and administrative expenses	679,747		631,943		1,952,408		1,880,505
Pre-opening expenses	7,212		4,765		13,948		12,545
INCOME FROM OPERATIONS	325,464		419,868		1,152,163		1,559,230
Interest expense	26,131		13,789		77,267		40,971
Other (income) expense	(4,826)		(1,748)		11,559		(15,893)
INCOME BEFORE INCOME TAXES	304,159		407,827		1,063,337		1,534,152
Provision for income taxes	75,703		91,314		255,820		360,374
NET INCOME	$	228,456	$	316,513	$	807,517	$	1,173,778
EARNINGS PER COMMON SHARE:
Basic	$	2.94	$	3.79	$	10.55	$	13.93
Diluted	$	2.45	$	2.78	$	8.17	$	10.70
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic	77,789		83,537		76,527		84,266
Diluted	96,681		113,664		101,900		109,648

See accompanying notes to unaudited consolidated financial statements.

3

DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(Unaudited)

	13 Weeks Ended				39 Weeks Ended
	October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
NET INCOME	$	228,456	$	316,513	$	807,517	$	1,173,778
OTHER COMPREHENSIVE (LOSS) INCOME:
Foreign currency translation adjustment, net of tax	(277)		15		(280)		58
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME	(277)		15		(280)		58
COMPREHENSIVE INCOME	$	228,179	$	316,528	$	807,237	$	1,173,836

See accompanying notes to unaudited consolidated financial statements.

4

DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands) 

(Unaudited)

	October 29, 2022		January 29, 2022		October 30, 2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,437,997	$	2,643,205	$	1,372,892
Accounts receivable, net	87,191		68,263		89,479
Income taxes receivable	4,082		1,978		683
Inventories, net	3,361,057		2,297,609		2,490,438
Prepaid expenses and other current assets	96,135		95,601		92,673
Total current assets	4,986,462		5,106,656		4,046,165
Property and equipment, net	1,342,786		1,319,681		1,314,567
Operating lease assets	2,025,149		2,044,819		2,070,135
Intangible assets, net	84,946		86,767		87,195
Goodwill	245,857		245,857		245,857
Deferred income taxes	58,945		35,024		42,862
Other assets	212,455		202,872		192,498
TOTAL ASSETS	$	8,956,600	$	9,041,676	$	7,999,279
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	1,473,424	$	1,281,322	$	1,399,716
Accrued expenses	500,246		620,143		522,010
Operating lease liabilities	487,119		480,318		478,674
Income taxes payable	32,664		13,464		28,430
Deferred revenue and other liabilities	268,677		317,433		239,472
Total current liabilities	2,762,130		2,712,680		2,668,302
LONG-TERM LIABILITIES:
Revolving credit borrowings	—		—		—
Senior notes due 2032 and 2052	1,482,110		1,481,443		—
Convertible senior notes due 2025	152,006		449,287		441,186
Long-term operating lease liabilities	2,026,774		2,099,146		2,135,515
Other long-term liabilities	156,408		197,534		223,459
Total long-term liabilities	3,817,298		4,227,410		2,800,160
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock	570		520		586
Class B common stock	236		236		237
Additional paid-in capital	1,399,694		1,488,834		1,476,701
Retained earnings	4,682,663		3,956,602		3,647,621
Accumulated other comprehensive (loss) income	(362)		(82)		9
Treasury stock, at cost	(3,705,629)		(3,344,524)		(2,594,337)
Total stockholders' equity	2,377,172		2,101,586		2,530,817
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	8,956,600	$	9,041,676	$	7,999,279

See accompanying notes to unaudited consolidated financial statements.

5

DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands)

(Unaudited)

											Accumulated
				Class B			Additional				Other
	Common Stock			Common Stock			Paid-In		Retained		Comprehensive		Treasury
	Shares	Dollars		Shares	Dollars		Capital		Earnings		Loss		Stock		Total
BALANCE, January 29, 2022	51,989	$	520	23,621	$	236	$	1,488,834	$	3,956,602	$	(82)	$	(3,344,524)	$	2,101,586
Adjustment for cumulative effect from change in accounting principle (ASU 2020-06)	—	—		—	—		(118,961)		34,232		—		—		(84,729)
Exchange of convertible senior notes due 2025 and partial unwind of convertible bond hedge and warrants	1,833	18		—	—		3,793		—		—		—		3,811
Exercise of stock options	389	4		—	—		12,661		—		—		—		12,665
Restricted stock vested	933	9		—	—		(9)		—		—		—		—
Minimum tax withholding requirements	(332)	(3)		—	—		(33,284)		—		—		—		(33,287)
Net income	—	—		—	—		—		260,559		—		—		260,559
Stock-based compensation	—	—		—	—		15,177		—		—		—		15,177
Foreign currency translation adjustment, net of taxes of $2	—	—		—	—		—		—		(7)		—		(7)
Purchase of shares for treasury	(417)	(4)		—	—		—		—		—		(42,223)		(42,227)
Cash dividend declared, $0.4875 per common share	—	—		—	—		—		(38,942)		—		—		(38,942)
BALANCE, April 30, 2022	54,395	$	544	23,621	$	236	$	1,368,211	$	4,212,451	$	(89)	$	(3,386,747)	$	2,194,606
Exchange of convertible senior notes due 2025 and partial unwind of convertible bond hedge and warrants	1,675	17		—	—		5,750		—		—		—		5,767
Exercise of stock options	52	1		—	—		1,331		—		—		—		1,332
Restricted stock vested	47	—		—	—		—		—		—		—		—
Minimum tax withholding requirements	(13)	—		—	—		(1,860)		—		—		—		(1,860)
Net income	—	—		—	—		—		318,502		—		—		318,502
Stock-based compensation	—	—		—	—		11,517		—		—		—		11,517
Foreign currency translation adjustment, net of taxes of ($1)	—	—		—	—		—		—		4		—		4
Purchase of shares for treasury	(3,945)	(40)		—	—		—		—		—		(318,882)		(318,922)
Cash dividend declared, $0.4875 per common share	—	—		—	—		—		(37,437)		—		—		(37,437)
BALANCE, July 30, 2022	52,211	$	522	23,621	$	236	$	1,384,949	$	4,493,516	$	(85)	$	(3,705,629)	$	2,173,509
Exchange of convertible senior notes due 2025 and partial unwind of convertible bond hedge and warrants	4,312	43		—	—		5,989		—		—		—		6,032
Exchange of Class B common stock for common stock	50	—		(50)	—		—		—		—		—		—
Exercise of stock options	213	2		—	—		5,954		—		—		—		5,956
Restricted stock vested	282	3		—	—		(3)		—		—		—		—
Minimum tax withholding requirements	(74)	—		—	—		(8,080)		—		—		—		(8,080)
Net income	—	—		—	—		—		228,456		—		—		228,456
Stock-based compensation	—	—		—	—		10,885		—		—		—		10,885
Foreign currency translation adjustment, net of taxes of $88	—	—		—	—		—		—		(277)		—		(277)
Cash dividend declared, $0.4875 per common share	—	—		—	—		—		(39,309)		—		—		(39,309)
BALANCE, October 29, 2022	56,994	$	570	23,571	$	236	$	1,399,694	$	4,682,663	$	(362)	$	(3,705,629)	$	2,377,172

See accompanying notes to unaudited consolidated financial statements.

6

DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)

(in thousands)

(Unaudited)

											Accumulated
				Class B			Additional				Other
	Common Stock			Common Stock			Paid-In		Retained		Comprehensive		Treasury
	Shares	Dollars		Shares	Dollars		Capital		Earnings		(Loss) Income		Stock		Total
BALANCE, January 30, 2021	61,195	$	612	23,736	$	237	$	1,442,298	$	3,064,702	$	(49)	$	(2,168,266)	$	2,339,534
Exercise of stock options	297	3		—	—		12,330		—		—		—		12,333
Restricted stock vested	791	8		—	—		(8)		—		—		—		—
Minimum tax withholding requirements	(237)	(3)		—	—		(18,598)		—		—		—		(18,601)
Net income	—	—		—	—		—		361,756		—		—		361,756
Stock-based compensation	—	—		—	—		12,870		—		—		—		12,870
Foreign currency translation adjustment, net of taxes of ($20)	—	—		—	—		—		—		64		—		64
Purchase of shares for treasury	(1,030)	(10)		—	—		—		—		—		(76,831)		(76,841)
Cash dividend declared, $0.3625 per common share	—	—		—	—		—		(32,391)		—		—		(32,391)
BALANCE, May 1, 2021	61,016	$	610	23,736	$	237	$	1,448,892	$	3,394,067	$	15	$	(2,245,097)	$	2,598,724
Exchange of Class B common stock for common stock	40	—		(40)	—		—		—		—		—		—
Exercise of stock options	189	2		—	—		8,313		—		—		—		8,315
Restricted stock vested	31	1		—	—		(1)		—		—		—		—
Minimum tax withholding requirements	(10)	—		—	—		(1,531)		—		—		—		(1,531)
Net income	—	—		—	—		—		495,509		—		—		495,509
Stock-based compensation	—	—		—	—		12,544		—		—		—		12,544
Foreign currency translation adjustment, net of taxes of $6	—	—		—	—		—		—		(21)		—		(21)
Purchase of shares for treasury	(808)	(8)		—	—		—		—		—		(75,838)		(75,846)
Cash dividend declared, $0.3625 per common share	—	—		—	—		—		(32,319)		—		—		(32,319)
BALANCE, July 31, 2021	60,458	$	605	23,696	$	237	$	1,468,217	$	3,857,257	$	(6)	$	(2,320,935)	$	3,005,375
Exercise of stock options	114	1		—	—		4,281		—		—		—		4,282
Restricted stock vested	305	3		—	—		(3)		—		—		—		—
Minimum tax withholding requirements	(80)	(1)		—	—		(9,760)		—		—		—		(9,761)
Net income	—	—		—	—		—		316,513		—		—		316,513
Stock-based compensation	—	—		—	—		13,966		—		—		—		13,966
Foreign currency translation adjustment, net of taxes of $(4)	—	—		—	—		—		—		15		—		15
Purchase of shares for treasury	(2,173)	(22)		—	—		—		—		—		(273,402)		(273,424)
Cash dividends declared, $5.9375 per common share	—	—		—	—		—		(526,149)		—		—		(526,149)
BALANCE, October 30, 2021	58,624	$	586	23,696	$	237	$	1,476,701	$	3,647,621	$	9	$	(2,594,337)	$	2,530,817

See accompanying notes to unaudited consolidated financial statements.

7

DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	39 Weeks Ended
	October 29, 2022		October 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	807,517	$	1,173,778
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	250,522		237,666
Amortization of deferred financing fees and debt discount	3,558		22,693
Deferred income taxes	5,344		8,613
Stock-based compensation	37,579		39,380
Other, net	15,879		—
Changes in assets and liabilities:
Accounts receivable	(36,699)		(20,655)
Inventories	(1,063,448)		(536,870)
Prepaid expenses and other assets	(936)		(7,995)
Accounts payable	178,633		194,084
Accrued expenses	(94,177)		(13,918)
Income taxes payable / receivable	19,023		(6,854)
Construction allowances provided by landlords	36,100		27,677
Deferred revenue and other liabilities	(58,613)		(30,219)
Operating lease assets and liabilities	(64,663)		(80,734)
Net cash provided by operating activities	35,619		1,006,646
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(274,307)		(231,087)
Proceeds from sale of other assets	14,261		9,671
Deposits and other investing activities	(32,885)		(19,130)
Net cash used in investing activities	(292,931)		(240,546)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal paid in connection with exchange of convertible senior notes due 2025	(420,558)		—
Payments on finance lease obligations	(548)		(553)
Proceeds from exercise of stock options	19,953		24,930
Minimum tax withholding requirements	(43,227)		(29,893)
Cash paid for treasury stock	(392,882)		(426,111)
Cash dividends paid to stockholders	(123,823)		(567,245)
Increase (decrease) in bank overdraft	13,469		(52,461)
Net cash used in financing activities	(947,616)		(1,051,333)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(280)		58
NET DECREASE IN CASH AND CASH EQUIVALENTS	(1,205,208)		(285,175)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	2,643,205		1,658,067
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1,437,997	$	1,372,892
Supplemental disclosure of cash flow information:
Accrued property and equipment	$	41,773	$	44,545
Cash paid for interest	$	41,441	$	21,870
Cash paid for income taxes	$	232,705	$	364,875

See accompanying notes to unaudited consolidated financial statements.

8

DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business and Basis of Presentation

DICK’S Sporting Goods, Inc. (together with its subsidiaries, referred to as “the Company”, “we”, “us” and “our” unless specified otherwise) is a leading omni-channel sporting goods retailer offering an extensive assortment of authentic, high-quality sports equipment, apparel, footwear and accessories through a blend of dedicated teammates, in-store services and unique specialty shop-in-shops. In addition to DICK’S Sporting Goods stores, the Company also owns and operates Golf Galaxy, Field & Stream, Public Lands and Going Going Gone! specialty concept stores, and offers its products both online and through its 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 scheduling, communications, live scorekeeping, and video streaming. When used in this Quarterly Report on Form 10-Q, unless the context otherwise requires or otherwise specifies, any reference to “year” is to the Company’s fiscal year.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the requirements for Quarterly Reports on Form 10-Q and do not include all the disclosures normally required in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The interim consolidated financial statements are unaudited and have been prepared on the same basis as the annual audited consolidated financial statements. In the opinion of management, such unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the interim financial information. 

The unaudited interim financial information should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 29, 2022 as filed with the Securities and Exchange Commission on March 23, 2022. Operating results for the 13 and 39 weeks ended October 29, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending January 28, 2023 or any other period.

Recently Adopted Accounting Pronouncement

Convertible Instruments

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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, under which the Company must assume that any conversion of its convertible senior notes due 2025 (the “Convertible Senior Notes”) will be satisfied entirely in common stock.

The Company adopted ASU 2020-06 on the first day of fiscal 2022 using the modified retrospective approach, which resulted in the following adjustments to the Consolidated Balance Sheet (in millions):

	Last Day of Fiscal 2021		Adoption of ASU 2020-06		First Day of Fiscal 2022
Balance sheet line item
Convertible senior notes due 2025	$	449.3	$	114.0	$	563.3
Net deferred tax assets	$	35.0	$	29.3	$	64.3
Additional paid-in capital	$	1,488.8	$	(119.0)	$	1,369.8
Retained earnings	$	3,956.6	$	34.2	$	3,990.8

9

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

Following the adoption of ASU 2020-06, the embedded conversion feature of the Convertible Senior Notes is no longer separately presented within stockholders’ equity, eliminating the non-cash debt discount. Accordingly, the Company’s effective interest rate on the Convertible Senior Notes decreased from 11.6% to 3.9% upon adoption, resulting in a $20.1 million reduction in non-cash interest expense for the 39 weeks ended October 29, 2022 as compared to the same prior year period. The Company anticipates that fiscal 2022 earnings will not include $27.4 million of pre-tax non-cash interest expense that was incurred in fiscal 2021 as a result of the adoption of ASU 2020-06.

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 that the Convertible Senior Notes will be settled entirely in shares upon conversion. As of October 29, 2022, approximately 4.8 million shares underlie the Convertible Senior Notes, which provides the basis for earnings per diluted share. The Company used the treasury stock method prior to adoption of ASU 2020-06, which allowed the Company to assume that the principal amount of the Convertible Senior Notes would be paid in cash. The impact of adoption was not material to earnings per diluted share.

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 its 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”). Accordingly, the impact of ASU 2020-04 on the Company's financial statements and related disclosures is not expected to be significant.

Supplier Finance Programs

In September 2022, the FASB issued ASU 2022-04, “Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program's nature, activity during the period, changes from period to period, and potential magnitude. The amendments in this ASU are effective for the first quarter of 2023, except for the amendment on roll-forward information, which is effective for the first quarter of 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this accounting standard will have on its financial disclosures.

2. Earnings Per Common Share

Basic earnings per common share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed based on the weighted average number of shares of common stock outstanding, plus the effect of dilutive potential common shares, which include shares the Company could be obligated to issue from its Convertible Senior Notes and warrants, and stock-based awards, such as stock options and restricted stock. Dilutive potential common shares are excluded from the computation of earnings per share if their effect is anti-dilutive.

For all periods presented, dilutive potential common shares for the Company’s stock-based awards and warrants were determined using the treasury stock method. For the 13 and 39 weeks ended October 30, 2021, the dilutive effect of the Convertible Senior Notes was calculated using the treasury stock method; however, upon the adoption of ASU 2020-06, the Company was required to calculate diluted earnings per common share using the if-converted method, which was applied to the 13 and 39 weeks ended October 29, 2022. See Note 1 – Description of Business and Basis of Presentation for further discussion.

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

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

	13 Weeks Ended				39 Weeks Ended
	October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Numerator:
Numerator for basic earnings per common share - Net income	$	228,456	$	316,513	$	807,517	$	1,173,778
Effect of dilutive securities
Interest expense associated with Convertible Senior Notes, net of tax	8,472		—		24,673		—
Numerator for diluted earnings per common share - Net income after the effect of dilutive securities	$	236,928	$	316,513	$	832,190	$	1,173,778
Denominator:
Weighted average common shares outstanding - basic	77,789		83,537		76,527		84,266
Dilutive effect of stock-based awards	5,120		6,791		5,357		6,498
Dilutive effect of warrants	4,947		10,542		6,754		7,988
Dilutive effect of Convertible Senior Notes	8,825		12,794		13,262		10,896
Weighted average common shares outstanding - diluted	96,681		113,664		101,900		109,648
Earnings per common share:
Basic	$	2.94	$	3.79	$	10.55	$	13.93
Diluted	$	2.45	$	2.78	$	8.17	$	10.70
Stock-based awards excluded from diluted shares	—		1		185		55

The dilutive effect of the Convertible Senior Notes included 6.2 million and 12.8 million shares for the 13 weeks ended October 29, 2022 and October 30, 2021, respectively, and 8.9 million and 10.9 million shares for the 39 weeks ended October 29, 2022 and October 30, 2021, 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 for any periods presented. In addition, the dilutive effect of the Convertible Senior Notes for the 13 and 39 weeks ended October 29, 2022 included approximately 2.6 million and 4.4 million shares, respectively, related to the principal amount of the Convertible Senior Notes, which the Company intends to settle in cash.

3. Fair Value Measurements

Accounting Standard Codification (“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.

Recurring

The Company measures its 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 of October 29, 2022, January 29, 2022 and October 30, 2021, the fair value of the Company’s deferred compensation plans was $128.8 million, $150.8 million, and $150.7 million, respectively, as determined by quoted prices in active markets.

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

The Company discloses the fair value of its senior notes due 2032 and 2052 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):

	October 29, 2022				January 29, 2022				October 30, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Senior notes due 2032	$	742.2	$	571.7	$	741.7	$	733.1	$	—	$	—
Senior notes due 2052	$	739.9	$	461.4	$	739.7	$	711.3	$	—	$	—
Convertible Senior Notes	$	152.0	$	559.5	$	449.3	$	2,016.3	$	441.2	$	2,188.0

Prior to the adoption of ASU 2020-06, the carrying value of the Convertible Senior Notes excluded amounts classified within additional paid-in capital and any unamortized discounts as of January 29, 2022 and October 30, 2021. See Note 1 – Description of Business and Basis of Presentation for further information.

Due to their short-term nature, the fair value of cash and cash equivalents, accounts receivable, accounts payable and certain other liabilities approximated their carrying values at October 29, 2022, January 29, 2022, and October 30, 2021.

Nonrecurring

Assets and liabilities recognized or disclosed at fair value on a nonrecurring basis may include property and equipment, operating lease assets, 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.

4. Leases

The Company leases substantially all of its stores, three of its distribution centers and certain equipment under non-cancellable operating leases that expire at various dates through 2034. 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 are primarily for the payment of minimum annual rentals, costs of utilities, property taxes, maintenance, common areas and insurance.

Supplemental cash flow information related to operating leases for the 39 weeks ended October 29, 2022 and October 30, 2021 were as follows (in millions):

	39 Weeks Ended
	October 29, 2022		October 30, 2021
Cash paid for amounts included in the measurement of operating lease liabilities	$	499.2	$	511.8
Non-cash operating lease assets obtained in exchange for operating lease liabilities	$	325.3	$	273.6

5. Convertible Senior Notes

Overview

In April 2020, the Company issued an aggregate $575.0 million of 3.25% Convertible Senior Notes due 2025, which included the full exercise of a $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 are scheduled to mature on April 15, 2025 and accrue interest at a rate of 3.25% per annum, payable semi-annually in arrears on April 15 and October 15.

As of October 29, 2022, the conversion rate for the Convertible Senior Notes was 30.9636, which represents a conversion price of $32.30 per share. The difference between the initial conversion rate and the conversion rate as of October 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.

Upon conversion, the Company may settle the Convertible Senior Notes for cash, shares of the Company’s common stock, or a combination thereof, at the Company’s option. 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.

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

Convertible Senior Notes Exchanges

During fiscal 2022, the Company entered into agreements with certain holders of the Convertible Senior Notes to exchange $420.6 million in aggregate principal amount of the Convertible Senior Notes for a combination of cash and shares of the Company’s common stock in five separate transactions. The payments included all accrued and unpaid interest on the amounts exchanged. Concurrently with each of the exchange transactions during fiscal 2022, the Company entered into agreements with certain counterparties to terminate a proportionate amount of the convertible bond hedge and warrant agreements that were entered into by the Company in April 2020 in connection with the issuance of the Convertible Senior Notes, (collectively, the “Notes Exchanges”).

In connection with the Notes Exchanges, the Company recognized pre-tax non-cash inducement charges of approximately $8.8 million and $21.1 million during the 13 and 39 weeks ended October 29, 2022, respectively, which were recorded within interest expense on the Consolidated Statement of Income, paid a total of $420.6 million to noteholders to redeem the principal amount of the Convertible Senior Notes with a carrying value of $413.1 million, and issued approximately 7.8 million shares of the Company's common stock. Following the Notes Exchanges, $154.4 million aggregate principal amount of the Convertible Senior Notes remain outstanding at October 29, 2022. Approximately 4.8 million shares underlie the Convertible Senior Notes, the convertible bond hedge and the warrants at October 29, 2022.

Financial Statement Impacts

As discussed in Note 1 – Description of Business and Basis of Presentation, following the adoption of ASU 2020-06, the Convertible Senior Notes are recorded entirely as a liability. A summary of the composition of the net carrying value of the Convertible Senior Notes is as follows:

(in millions)	October 29, 2022		January 29, 2022		October 30, 2021
Principal	$	154.4	$	575.0	$	575.0
Debt discount and issuance fees	(2.4)		(125.7)		(133.8)
Carrying amount	$	152.0	$	449.3	$	441.2
Equity component (*)	N/A		$	160.7	$	160.7

(*) Included in additional paid-in capital on the Consolidated Balance Sheets as of January 29, 2022 and October 30, 2021.

During the 13 and 39 weeks ended October 29, 2022, the Company recognized $11.4 million and $33.3 million of interest expense related to the Convertible Senior Notes, or $8.5 million and $24.7 million, net of tax, respectively. Interest expense related to the Convertible Senior Notes included the aforementioned inducement charges and $0.4 million and $1.9 million of non-cash amortization of issuance fees during the 13 and 39 weeks ended October 29, 2022, respectively. During the 13 and 39 weeks ended October 30, 2021, the Company recognized $12.4 million and $36.7 million of interest expense related to the Convertible Senior Notes, of which $7.7 million and $22.7 million, respectively, was attributed to non-cash amortization of the debt discount and issuance fees.

At October 29, 2022, the stock price conditions under which the Convertible Senior Notes could be convertible at the holders’ option were met. The Company has not received any material conversion requests through the filing date of this Form 10-Q. Because the closing price of the Company’s common stock of $116.23 at the end of the current quarter exceeded the conversion price of $32.30, the if-converted value exceeded the principal amount outstanding of the Convertible Senior Notes by approximately $401.4 million at October 29, 2022.

6. Subsequent Event

On November 21, 2022, the Company's Board of Directors authorized and declared a quarterly cash dividend in the amount of $0.4875 per share on the Company's common stock and Class B common stock. The dividend is payable on December 30, 2022 to stockholders of record as of the close of business on December 9, 2022.

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 Quarterly Report on Form 10-Q 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, our belief that many consumers have made lasting lifestyle changes with an increased focus on health and fitness, sports, and outdoor activities, leading to structurally higher sales; current macroeconomic conditions, including the uncertain impact of inflation and the economic slowdown; supply chain disruptions and labor market challenges, which are resulting in rising container and transportation costs; the normalization of sales in certain categories, including fitness and outdoor equipment; the adequacy of our cash flow; our ability to control expenses; 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 and our plans to add new retail concepts and experiential stores; our intention to repay the principal outstanding amounts of the Convertible Senior Notes using excess cash, free cash flow or borrowings on our unsecured $1.6 billion revolving credit facility (the “Credit Facility”); our belief that the Inflation Reduction Act will not impact our financial results, including our annual estimated effective tax rate and liquidity; projections of our future profitability; projected range of capital expenditures and our plans to make improvements within our existing stores and new store development and to continue investing in technology to enhance our store fulfillment and in-store pickup capabilities; 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.

The following factors, among others, in some cases have affected, and in the future, could affect our financial performance and actual results, and could cause actual results for fiscal 2022 and beyond to differ materially from those expressed or implied in any forward-looking statements included in this Quarterly Report on Form 10-Q or otherwise made by our management:

▪Challenging macroeconomic conditions, including inflationary pressures, an economic slowdown, elevated fuel prices and supply chain constraints, due to COVID-19, the conflict in Ukraine or otherwise; decreases in consumer demand for our products; and the effectiveness of measures to mitigate such impact on our business and consumer spending;

▪The dependence of our business on consumer discretionary spending, the impact of a decrease in discretionary spending due to inflation or otherwise on our business, and our ability to predict or effectively react to changes in consumer demand or shopping patterns;

▪Intense competition in the sporting goods industry and in retail, including competition for talent and the level of competitive promotional activity;

▪Increasing product costs, which could be caused by numerous reasons including foreign trade issues, currency exchange rate fluctuations, increasing prices for materials due to inflation or other reasons, supply chain delays, associated costs and constraints, or foreign political instability;

▪Disruptions to our eCommerce platform, including interruptions, delays or downtime caused by high volumes of users or transactions, deficiencies in design or implementation, or platform enhancements;

▪Vendors continuing to sell or increasingly selling their products directly to customers or through broadened or alternative distribution channels;

▪Negative reactions from our customers, shareholders or vendors regarding changes to our policies or positions related to social and political issues;

▪That our strategic plans and initiatives may initially result in a negative impact on our financial results, or that such plans and initiatives may not achieve the desired results within the anticipated time frame or at all;

•The impact of an increase to corporate tax rates or imposition of an excise tax with respect to share repurchase activity;

•Our ability to optimize our store lease portfolio and our distribution and fulfillment network;

▪Unauthorized disclosure of sensitive or confidential customer information;

▪Risks associated with our vertical brand offerings, including product liability and product recalls, specialty concept stores, and GameChanger;

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▪Disruptions or other problems with our information systems;

▪Risks and costs relating to changing laws and regulations affecting our business, including consumer products; firearms and ammunition; tax, foreign trade; labor; data protection; privacy; and environmental, social, and governance issues;

▪Litigation risks for which we may not have sufficient insurance or other coverage;

▪Our ability to secure and protect our trademarks and other intellectual property and defend claims of intellectual property infringement;

▪Our ability to protect the reputation of our Company and our brands;

▪Our ability to attract, train, engage and retain qualified leaders and associates due to current labor challenges or otherwise or the loss of Edward Stack or Lauren Hobart as executive officers;

▪The impact of wage increases on our financial results, including those related to supply chain disruptions and labor challenges;

▪Disruptions at our supply chain facilities or customer support center;

▪Poor performance of professional sports teams, professional team lockouts or strikes, retirement, serious injury or scandal involving key athletes, and disruptions to or cancellations of major sporting events or organized youth and adult sports programs;

▪Weather-related disruptions, unusual seasonal weather patterns and the overall seasonality of our business, as well as the current geographic concentration of DICK’S Sporting Goods stores;

▪Our pursuit of strategic investments or acquisitions, including the timing and costs of such investments and acquisitions;

▪We are controlled by our Executive Chairman and his relatives, whose interests may differ from those of our other stockholders;

▪Risks related to our indebtedness, including the senior notes due 2032 (the “2032 Notes”) and senior notes due 2052 (the “2052 Notes” and together with the 2032 Notes, the “Senior Notes”), the Convertible Senior Notes and the related bond hedge and warrant transactions;

▪Our current anti-takeover provisions, which could prevent or delay a change in control of the Company; and

▪The issuance of special or quarterly cash dividends and our repurchase activity, if any, pursuant to our share repurchase programs.

The foregoing and additional risk factors are described in more detail in Item 1A. “Risk Factors” of this Quarterly Report and other reports or filings filed or furnished by us with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended January 29, 2022, filed on March 23, 2022 (our “2021 Annual Report”). 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 Quarterly Report on Form 10-Q are made as of the date hereof. 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 securities laws.

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! specialty concept 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 scheduling, communications, live scorekeeping and video streaming. When used in this Quarterly Report on Form 10-Q, unless the context otherwise requires or specifies, any reference to “year” is to our fiscal year.

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Over the past five years, we have transformed our business to drive sustainable growth in sales and profitability. During this time, we meaningfully improved our merchandise assortment through our strong relationships with our key brand partners, which provided access to highly differentiated product, and from our vertical brands. We also enhanced our store selling culture and service model and incorporated additional experiential elements and technology into our stores to engage our athletes. Finally, we invested in technology and data science to improve our pricing strategy, digital marketing and personalization capabilities. Consumers have also made lasting lifestyle changes in recent years, increasing their focus on health and fitness, sports and outdoor activities. As a result of our core strategies, foundational improvements and favorable consumer trends, net sales increased 40.5% in fiscal 2021 compared to fiscal 2019, while merchandise margins increased 626 basis points as a percentage of net sales in the same period-to-period comparison.

Our profitability is primarily influenced by growth in comparable store sales, the strength of merchandise margins derived from our omni-channel platform and our ability to manage operating expenses. With our structurally higher sales, expanded merchandise margins, and operating expense leverage, our pre-tax income as a percentage of net sales grew from 4.7% in fiscal 2019 to 16.2% in fiscal 2021.

Macroeconomic Outlook

The macroeconomic environment in which we operate remains uncertain as a result of numerous factors, including inflationary pressures and economic slowdown. In addition, the continued disruption of supply chains, including factory closures and port congestion, has resulted in apparel overages from late arriving inventory and elevated container and transportation costs which began moderating during the current quarter. Although we have successfully managed these issues thus far, the continued effect of these challenges may impact longer-term consumer discretionary spending behavior and the promotional landscape in which we operate, including the Company’s actions to manage its apparel overage. Our current year outlook contemplates this uncertainty.

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 that includes, among other provisions, changes to the U.S. corporate income tax system, including implementing a 15% minimum tax on adjusted financial statement income for certain large corporations, a 1% excise tax on net stock repurchases after December 31, 2022, and tax incentives to promote alternative sources of energy. We do not expect the Inflation Reduction Act to have a material impact on our financial results, including on our annual estimated effective tax rate or on our liquidity.

How We Evaluate Our Operations

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

▪Comparable store sales performance – Our management considers comparable store sales, which includes online sales, to be an important indicator of our current performance. Comparable store sales results are important to leverage our costs, which include occupancy costs, store payroll and other store expenses. Comparable store sales also have a direct impact on our total net sales, net income, cash and working capital. A store is included in the comparable store sales calculation during the same fiscal period that it commences its 14th full month of operations. Relocated stores are included in the comparable store sales calculation from the open date of the original location. Stores that were permanently closed during the applicable period have been excluded from comparable store sales results. See further discussion of our comparable store sales in the “Results of Operations and Other Selected Data” 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 comparable 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 increased inventory purchases in advance of the holiday selling season, which typically normalizes in our fourth fiscal quarter. See further discussion of our cash flows in the “Liquidity and Capital Resources” section herein.

▪Quality of merchandise offerings – To measure effectiveness 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.

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▪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.

CRITICAL ACCOUNTING POLICIES

As discussed in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s 2021 Annual Report, we consider our policies on inventory valuation, business development allowances, goodwill and intangible assets, impairment of long-lived assets, self-insurance reserves and stock-based compensation to be the most critical in understanding the judgments that are involved in preparing our consolidated financial statements. 

RESULTS OF OPERATIONS AND OTHER SELECTED DATA

Executive Summary 

•Net sales increased 7.7% to $2.96 billion in the current quarter from $2.75 billion during the third quarter of 2021, which included an increase in comparable store sales of 6.5% following a 12.8% increase in the same period last year. When compared to the third quarter of 2019, net sales increased 50.8%.

•In the current quarter, we reported net income of $228.5 million, or $2.45 per diluted share, compared to $316.5 million, or $2.78 per diluted share, during the third quarter of 2021.

•Earnings per diluted share for the current quarter excluded $8.5 million of interest expense, net of tax, and included 8.8 million diluted shares related to the Convertible Senior Notes, which together, decreased earnings per diluted share by $0.15. In fiscal 2022, earnings per diluted share reflects the adoption of ASU 2020-06, which requires the assumption that our Convertible Senior Notes will be settled in shares of our common stock. Due to our intent to settle the principal of the Convertible Senior Notes in cash and the shares we expect to receive from our convertible bond hedge, which is designed to offset dilution, we do not expect the Convertible Senior Notes will have a dilutive effect upon conversion.

•Net income in the third quarter of 2021 included $5.7 million of non-cash interest expense, net of tax, and earnings per diluted share included 12.8 million shares related to the Convertible Senior Notes that are designed to be offset at conversion by our bond hedge, which together decreased earnings per diluted share by $0.41 in the prior year quarter.

•During the third quarter of 2022, we:

•Exchanged $220.6 million aggregate principal amount of our 3.25% Convertible Senior Notes and unwound the corresponding portion of the convertible bond hedge and warrants for $220.6 million of cash and 4.3 million shares of our common stock; and

•Declared and paid a quarterly cash dividend in the amount of $0.4875 per share of our common stock and Class B common stock.

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•The following table summarizes store openings and permanent store closures for the periods indicated:

	Fiscal 2022			Fiscal 2021
	DICK’S Sporting     Goods (1)	Specialty Concept Stores (2)	Total (3)	DICK’S Sporting Goods	Specialty Concept Stores (2)	Total (3)
Beginning stores	730	131	861	728	126	854
Q1 New stores	—	1	1	2	—	2
Q2 New stores	1	1	2	1	1	2
Q3 New stores	3	6	9	3	6	9
Closed stores	2	3	5	—	1	1
Ending stores	732	136	868	734	132	866
Relocated stores	3	1	4	9	—	9

(1)As of October 29, 2022, includes three DICK'S House of Sport stores.

(2)Includes our Golf Galaxy, Field & Stream, Public Lands and Going Going Gone! stores. 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. As of October 29, 2022, the Company operated 25 combo stores.

(3)Excludes temporary Warehouse Sale store locations, of which the Company operated 42 and 17 as of October 29, 2022 and October 30, 2021, respectively.

The following tables present selected information from the unaudited Consolidated Statements of Income as a percentage of net sales and the changes in the percentage of net sales from the comparable 2021 period, and other data, and are provided to facilitate a further understanding of our business. These tables should be read in conjunction with Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the accompanying unaudited Consolidated Financial Statements and related notes thereto.

					Basis Point Change in Percentage of Net Sales from Prior Year 2021-2022 (A)
	13 Weeks Ended
	October 29, 2022 (A)		October 30, 2021
Net sales (1)	100.00	%	100.00	%	N/A
Cost of goods sold, including occupancy and distribution costs (2)	65.78		61.55		423
Gross profit	34.22		38.45		(423)
Selling, general and administrative expenses (3)	22.97		23.00		(3)
Pre-opening expenses (4)	0.24		0.17		7
Income from operations	11.00		15.28		(428)
Interest expense	0.88		0.50		38
Other income	(0.16)		(0.06)		(10)
Income before income taxes	10.28		14.84		(456)
Provision for income taxes	2.56		3.32		(76)
Net income	7.72	%	11.52	%	(380)
Other Data:
Comparable store sales increase (5)	6.5	%	12.8	%
Number of stores at end of period (6)	868		866
Total square feet at end of period (6)	42,741,036		42,672,070

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					Basis Point Change in Percentage of Net Sales from Prior Year 2021-2022 (A)
	39 Weeks Ended
	October 29, 2022 (A)		October 30, 2021
Net sales (1)	100.00	%	100.00	%	N/A
Cost of goods sold, including occupancy and distribution costs (2)	64.45		61.39		306
Gross profit	35.55		38.61		(306)
Selling, general and administrative expenses (3)	22.26		21.03		123
Pre-opening expenses (4)	0.16		0.14		2
Income from operations	13.14		17.44		(430)
Interest expense	0.88		0.46		42
Other expense (income)	0.13		(0.18)		31
Income before income taxes	12.12		17.16		(504)
Provision for income taxes	2.92		4.03		(111)
Net income	9.21	%	13.13	%	(392)
Other Data:
Comparable store sales (decrease) increase (5)	(2.6	%)	37.5	%
Number of stores at end of period (6)	868		866
Total square feet at end of period (6)	42,741,036		42,672,070

(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)Beginning in fiscal 2022, we revised our method for determining comparable store sales calculations to include relocated store locations. Prior year information is revised to reflect this change for comparability purposes. See additional details as furnished in Exhibit 99.2 of the Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 8, 2022.

(6)Includes our DICK’S Sporting Goods, Golf Galaxy, Field & Stream, Public Lands and Going Going Gone! stores. Excludes temporary Warehouse Sale store locations.

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13 Weeks Ended October 29, 2022 Compared to the 13 Weeks Ended October 30, 2021  

Net Sales

Net sales increased approximately 7.7% to $2,958.9 million in the current quarter from $2,747.6 million in the quarter ended October 30, 2021, due primarily to a $173.1 million, or 6.5%, increase in comparable store sales. The remaining $38.2 million increase in net sales was primarily attributable to new temporary Warehouse Sale stores. The increase in comparable store sales included a 3.7% increase in transactions and a 2.8% increase in sales per transaction, and reflects growth in footwear, apparel, and team sports, offset by anticipated sales normalization in certain categories, including fitness and outdoor equipment.

Income from Operations 

Income from operations decreased to $325.5 million in the current quarter compared to $419.9 million for the quarter ended October 30, 2021.

Gross profit decreased to $1,012.4 million in the current quarter from $1,056.6 million for the quarter ended October 30, 2021 and decreased as a percentage of net sales by 423 basis points. Merchandise margins decreased 438 basis points, as a result of our actions to reduce targeted apparel inventory overages, and higher inventory shrink due to increased theft. Our occupancy costs leveraged by 25 basis points while increasing $12.5 million compared to the prior year quarter. 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.

Selling, general and administrative expenses increased to $679.7 million in the current quarter from $631.9 million during the third quarter of 2021, primarily due to investments in hourly wage rates, talent and technology to support our growth strategies, but decreased as a percentage of net sales by 3 basis points due to the increase in net sales.

Interest Expense

Interest expense increased to $26.1 million in the current quarter from $13.8 million in the prior year quarter. The increase was primarily due to $13.8 million of interest expense related to the aggregate $1.5 billion Senior Notes issued during the fourth quarter of 2021. Current quarter interest expense also included $8.8 million of inducement charges related to the exchange of $220.6 million aggregate principal amount of the Convertible Senior Notes, which were primarily offset by a reduction in interest expense related to our Convertible Senior Notes, due to exchange transactions and our adoption of ASU 2020-06; see Part I. Item 1. Financial Statements, Note 1 – Description of Business and Basis of Presentation for additional details.

Other Income

Other income totaled $4.8 million in the current quarter compared to $1.7 million in the prior year quarter. The increase in other income was primarily driven by an $8.6 million increase in interest income as a result of higher average interest rates on cash and cash equivalents, partially offset by $5.4 million in changes related to our deferred compensation plan investment values, which we account for by recognizing investment income or expense and recording an offsetting charge or reduction to selling, general and administrative costs.

Income Taxes

Our effective tax rate increased to 24.9% in the current quarter from 22.4% in the quarter ended October 30, 2021. The current quarter effective tax rate was unfavorably impacted by eliminated tax deductions from our bond hedge following our Convertible Senior Notes exchange transactions, which impacted our income tax expense by $9.4 million, partially offset by the favorable rate impact of the vesting of employee equity awards on lower pre-tax income.

39 Weeks Ended October 29, 2022 Compared to the 39 Weeks Ended October 30, 2021

Net Sales

Net sales were $8,771.5 million in the current period, a 1.9% decrease from net sales of $8,941.2 million reported for the prior year period, due primarily to a $230.1 million, or 2.6%, decrease in comparable store sales, partially offset by a $60.4 million increase in net sales primarily attributable to new temporary Warehouse Sale stores. The decrease in comparable store sales included a 3.7% decrease in transactions offset by a 1.1% increase in sales per transaction, and reflects an anticipated sales normalization in certain categories, including fitness and outdoor equipment, along with last year’s favorable sales impact following government stimulus payments, partially offset by growth in footwear and team sports.

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Income from Operations

Income from operations decreased to $1,152.2 million in the current period, compared to $1,559.2 million in the prior year period.

Gross profit decreased to $3,118.5 million for the current period from $3,452.3 million for the prior year period and decreased as a percentage of net sales by 306 basis points. Merchandise margins decreased 167 basis points as a result of our actions to reduce targeted apparel inventory overages, and higher inventory shrink due to increased theft. The remaining decrease in gross profit as a percentage of net sales was primarily driven by a 60 basis point increase in supply chain related costs, primarily due to continuing global disruptions, and occupancy deleverage of 48 basis points, as occupancy costs increased $28.0 million compared to the prior year period.

Selling, general and administrative expenses increased to $1,952.4 million in the current period from $1,880.5 million for the prior year period, and increased as a percentage of net sales by 123 basis points. The $71.9 million increase was driven by investments in hourly wage rates, talent and technology to support our growth strategies and higher brand-building marketing expenses, offset by lower incentive compensation expense and a $40.2 million net cost reduction compared to the prior year period related to changes in the investment values of our deferred compensation plans, for which the corresponding investment change was recognized in Other Expense. In addition, selling, general and administrative expense included approximately $15.0 million of COVID-related costs in the prior year period.

Interest Expense

Interest expense increased to $77.3 million in the current period from $41.0 million in the prior year period. The increase was primarily due to $41.4 million of interest expense related to the aggregate $1.5 billion Senior Notes issued during the fourth quarter of 2021. Current period interest expense also included $21.1 million of inducement charges related to the exchange of $420.6 million aggregate principal amount of the Convertible Senior Notes, which were primarily offset by a reduction in interest expense related to our Convertible Senior Notes, due to exchange transactions and our adoption of ASU 2020-06; see Part I. Item 1. Financial Statements, Note 1 – Description of Business and Basis of Presentation for additional details.

Other Expense

Other expense totaled $11.6 million in the current period compared to other income of $15.9 million for the period ended October 30, 2021. Approximately $40.2 million of the change was due to changes in our deferred compensation plan investment values, which we account for by recognizing investment income or expense and recording an offsetting charge or reduction to selling, general and administrative costs. These changes were offset by a $12.9 million increase in interest income as a result of higher average interest rates on cash and cash equivalents during the current period.

Income Taxes

Our effective tax rate increased to 24.1% for the current period from 23.5% for the same period last year. The current year effective tax rate was unfavorably impacted by eliminated tax deductions from our bond hedge following our Convertible Senior Notes exchange transactions, which impacted our income tax expense by $12.6 million, partially offset by the favorable rate impact of the vesting of employee equity awards on lower pre-tax income.

LIQUIDITY AND CAPITAL RESOURCES

Our cash on hand at October 29, 2022 was $1.44 billion. We believe that we have sufficient cash flows from operations and cash on hand to operate our business for at least the next twelve months, supplemented by funds available under our 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.

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

Leases

We lease substantially all of our stores, three of our distribution centers and certain equipment under non-cancellable operating leases that expire at various dates through 2034. Approximately three-quarters 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.

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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. Loans under the Credit Facility bear interest at an alternate base rate or an adjusted secured overnight financing rate plus, in each case, an applicable margin percentage. As of October 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. We were in compliance with all covenants under the Credit Facility agreement at October 29, 2022.

Senior Notes

As of October 29, 2022, we have $750 million principal amount of 2032 Notes and $750 million of 2052 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.

As of October 29, 2022, our Senior Notes have long-term credit ratings by Moody’s and Standard & Poor’s rating agencies of Baa3 and BBB, respectively.

Convertible Senior Notes

Following our exchanges totaling $420.6 million principal amount in cash during the 39 weeks ended October 29, 2022, we have an aggregate remaining principal amount of $154.4 million of Convertible Senior Notes outstanding. Cash interest accrues at a rate of 3.25% per annum, payable semi-annually in arrears on April 15 and October 15. We currently anticipate that we will repay the remaining principal amount of the Convertible Senior Notes in cash, whether in connection with an early conversion of such notes or repayment at maturity, using excess cash, free cash flow or borrowings on our Credit Facility to minimize share dilution. However, we may need to pursue additional sources of liquidity to repay the Convertible Senior Notes in cash at their maturity date in April 2025 or upon early conversion, as applicable.

As of October 29, 2022, the stock price conditions under which the Convertible Senior Notes could be convertible at the holders’ option were met. However, we have not received any material conversion requests through the filing date of this Form 10-Q. There can be no assurance that any capital required to repay our Convertible Senior Notes will be available on terms that are favorable to us, or at all.

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. Capital expenditures for the 39 weeks ended October 29, 2022 totaled $274.3 million on a gross basis and $238.2 million on a net basis, which includes tenant allowances provided by landlords.

We anticipate that fiscal 2022 gross capital expenditures will be in a range of $400 to $425 million, and $340 to $365 million on a net basis, which includes tenant allowances provided by landlords. We expect our capital expenditures to be concentrated on improvements within our existing stores and new store development, as well as continued investments in technology to enhance our store fulfillment, in-store pickup and other foundational capabilities.

Share Repurchases

From time-to-time, we may opportunistically repurchase shares of our common stock. During the 39 weeks ended October 29, 2022, we repurchased approximately 4.4 million shares of our common stock at a cost of $361.1 million. The Company also paid $31.7 million during fiscal 2022 for shares repurchased during fiscal 2021. We currently operate under a $2.0 billion share repurchase program that was authorized by the Board of Directors on December 16, 2021. As of October 29, 2022, the available amount remaining under the December 2021 authorization was $1.5 billion.

Any future share repurchase programs are subject to authorization by our Board of Directors and will be dependent upon future earnings, cash flows, financial requirements and other factors.

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Dividends

During the 39 weeks ended October 29, 2022, we have paid $123.8 million of dividends to our stockholders. On November 21, 2022, our Board of Directors authorized and declared a quarterly cash dividend in the amount of $0.4875 per share of common stock and Class B common stock, payable on December 30, 2022 to stockholders of record as of the close of business on December 9, 2022. During the prior year period, we declared and paid $567.2 million in dividends, which included quarterly dividends and a special dividend in the amount of $5.50 per share, on our common stock and Class B common stock.

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 $56.1 million and $76.0 million as of October 29, 2022 and January 29, 2022, respectively.

Cash Flows

Changes in cash and cash equivalents are as follows:

	39 Weeks Ended
(in millions)	October 29, 2022		October 30, 2021
Net cash provided by operating activities	$	35.6	$	1,006.6
Net cash used in investing activities	(292.9)		(240.5)
Net cash used in financing activities	(947.6)		(1,051.3)
Effect of exchange rate changes on cash and cash equivalents	(0.3)		—
Net decrease in cash and cash equivalents	$	(1,205.2)	$	(285.2)

Operating Activities

Cash from operating activities decreased $971.0 million for the 39 weeks ended October 29, 2022 compared to the same period in the prior year. The decrease was primarily due to a $542.0 million increase in cash payments for inventory and accounts payable to replenish inventory levels after a 28.3% sales increase in fiscal 2021 and supply chain disruptions following the start of COVID-19, which resulted in inventory growth relatively in line with sales growth compared to fiscal 2019. The remaining decrease in cash from operating activities was primarily driven by a $366.3 million decrease in earnings during the current period as compared to the same period last year, and an $80.3 million decrease in accrued expenses as a result of year-over-year changes in incentive compensation accruals and corresponding payments, and the timing of marketing and deferred compensation plan payments.

Investing Activities

Cash used in investing activities increased $52.4 million for the 39 weeks ended October 29, 2022 compared to the same period last year. Gross capital expenditures for the current period include investments in our stores and technology, offset by last year’s investments in merchandise presentation, space optimization and investments to enhance the fitting and lesson experience in our golf business.

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 used in financing activities decreased $103.7 million for the 39 weeks ended October 29, 2022 compared to the prior year period, primarily driven by the payment of last year’s special dividend and higher share repurchases during the prior year period, offset by the exchange of $420.6 million aggregate principal amount of our Convertible Senior Notes during the current year period.

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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Company's market risk exposures from those reported in the Company's 2021 Annual Report.

ITEM 4.  CONTROLS AND PROCEDURES 

During the third quarter of fiscal 2022, 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.

During the quarter, 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 Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q, October 29, 2022.

There are inherent limitations in the effectiveness of any control system, including the potential for human error and the circumvention or overriding of the controls and procedures. Additionally, judgments in decision making can be faulty and breakdowns can occur because of simple errors or mistakes. 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 errors 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.

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PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS 

The Company is involved in various proceedings that are incidental to the normal course of its business. As of the date of this Quarterly Report on Form 10-Q, the Company does not expect that any of such proceedings will have a material adverse effect on the Company’s financial position or results of operations.

ITEM 1A.  RISK FACTORS

There have been no material changes to the risk factors affecting the Company from those disclosed in Part I, Item 1A. “Risk Factors” of the Company’s 2021 Annual Report.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

As previously disclosed by the Company in a Current Report on Form 8-K dated August 29, 2022, the Company entered into Exchange Agreements (the “August Exchange Agreements”) with certain holders of the Company’s Convertible Senior Notes due 2025 pursuant to which such holders exchanged, in the aggregate, $100 million aggregate principal amount of Convertible Senior Notes for shares of the Company’s common stock plus cash based upon the volume-weighted average price per share of the Company’s common stock during an averaging period that commenced on August 30, 2022. As a result of that valuation, the Company delivered to the exchanging holders an aggregate amount of 2,192,632 shares of its common stock plus an aggregate of $100 million in cash in exchange for an aggregate principal amount of $100 million of Convertible Senior Notes. These exchange transactions closed on September 8 and 9, 2022. The shares of common stock were delivered in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 in a transaction by an issuer not involving a public offering.

As previously disclosed by the Company in a Current Report on Form 8-K dated September 26, 2022, the Company entered into Exchange Agreements (the “September Exchange Agreements”) with certain holders of the Convertible Senior Notes pursuant to which such holders exchanged, in the aggregate, $120.6 million aggregate principal amount of Convertible Senior Notes for shares of the Company’s common stock plus cash based upon the volume-weighted average price per share of the Company’s common stock during an averaging period that commenced on September 27, 2022. As a result of that valuation, the Company delivered to the exchanging holders an aggregate amount of 2,682,842 shares of its common stock plus an aggregate of $120.6 million in cash in exchange for an aggregate principal amount of $120.6 million of the Convertible Senior Notes. These exchange transactions closed on October 5, 2022. The shares of common stock were delivered in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 in a transaction by an issuer not involving a public offering.

The shares of common stock and cash delivered pursuant to the exchanges described above were obtained by the Company from financial institutions (each, a “Hedge Counterparty”) as part of the partial early unwinds of a portion of the convertible note hedge transactions and related warrant transactions (collectively, the “Hedge Transactions”) pursuant to early unwind agreements between the Company and each Hedge Counterparty (collectively, the “Hedge Early Termination Agreements”) relating to a portion of the Hedge Transactions corresponding to the amount of Convertible Senior Notes exchanged by holders thereof pursuant to the August Exchange Agreements and the September Exchange Agreements, respectively. In connection with the Hedge Early Termination Agreements, the Company received 262,477 shares and 300,575 shares as part of the August and September exchange transactions, respectively.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the forms thereof, copies of which were filed with the Company’s Current Report on Form 8-K dated August 29, 2022 as Exhibits 10.1, 10.2, and 10.3 (corresponding to the August exchange transactions) and with the Company’s Current Report on Form 8-K dated September 26, 2022 as Exhibits 10.1, 10.2, and 10.3 (corresponding to the September exchange transactions), respectively, each of which is incorporated herein by reference.

During the quarter ended October 29, 2022, the Company also issued 39 shares of its unregistered common stock to holders of the Convertible Senior Notes upon 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 31 shares of common stock pursuant to the exercise of certain convertible bond hedge transactions.

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The following table sets forth repurchases of our common stock during the third quarter of 2022:

Period	Total Number of Shares Purchased (a)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b)	Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (b)
July 31, 2022 to August 27, 2022	1,535	$	96.74	—	$	1,493,693,282
August 28, 2022 to October 1, 2022	1,184	$	107.94	—	$	1,493,693,282
October 2, 2022 to October 29, 2022	71,486	$	109.16	—	$	1,493,693,282
Total	74,205	$	108.89	—

(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 our five-year $2.0 billion share repurchase program, which was authorized by the Board of Directors on December 16, 2021.

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ITEM 6.  EXHIBITS

The following exhibits are filed or furnished (as noted) as part of this Quarterly Report on Form 10-Q.

Exhibit Number	Description of Exhibit	Method of Filing
10.1	Form of Note Hedge Partial Early Termination Agreement, dated as of August 29, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable call option counterparty.	Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on August 30, 2022.
10.2	Form of Warrant Partial Early Termination Agreement, dated as of August 29, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable warrant counterparty.	Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on August 30, 2022.
10.3	Form of Exchange Agreement dated as of August 29, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable Noteholder.	Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on August 30, 2022.
10.4	Form of Note Hedge Partial Early Termination Agreement, dated as of September 26, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable call option counterparty.	Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on September 27, 2022.
10.5	Form of Warrant Partial Early Termination Agreement, dated as of September 26, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable warrant counterparty.	Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on September 27, 2022.
10.6	Form of Exchange Agreement dated as of September 26, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable Noteholder.	Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on September 27, 2022.
10.7	Separation Agreement between Company and Don Germano, EVP Stores & Supply Chain.	Filed herewith
31.1	Certification of Lauren R. Hobart, President and Chief Executive Officer, dated as of November 23, 2022 and made pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
31.2	Certification of Navdeep Gupta, Executive Vice President - Chief Financial Officer, dated as of November 23, 2022 and made pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.1	Certification of Lauren R. Hobart, President and Chief Executive Officer, dated as of November 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	Furnished herewith
32.2	Certification of Navdeep Gupta, Executive Vice President - Chief Financial Officer, dated as of November 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	Furnished herewith
101.INS	XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.	Filed herewith
101.SCH	XBRL Taxonomy Extension Schema Document	Filed herewith

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Exhibit Number	Description of Exhibit	Method of Filing
101.CAL	XBRL Taxonomy Calculation Linkbase Document	Filed herewith
101.DEF	XBRL Taxonomy Definition Linkbase Document	Filed herewith
101.LAB	XBRL Taxonomy Label Linkbase Document	Filed herewith
101.PRE	XBRL Taxonomy Presentation Linkbase Document	Filed herewith
104	Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).	Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on November 23, 2022 on its behalf by the undersigned, thereunto duly authorized.

DICK’S SPORTING GOODS, INC.
By:	/s/ LAUREN R. HOBART
	Lauren R. Hobart
	President and Chief Executive Officer
By:	/s/ NAVDEEP GUPTA
	Navdeep Gupta
	Executive Vice President – Chief Financial Officer
	(principal financial and principal accounting officer)

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EX-10.7

Exhibit 10.7

SEPARATION AGREEMENT AND GENERAL RELEASE

DICK’S SPORTING GOODS, INC. (“Employer”) and Donald Germano (“Employee”), enter into this Separation Agreement and General Release (this “Agreement”).

WHEREAS, Employee was employed by Employer as EVP - Stores & Supply Chain;

WHEREAS, the Company terminated Employee’s employment effective Tuesday, November 01, 2022 (the “Termination Date”); and,

WHEREAS, Employer is willing to pay Employee certain severance in exchange for a release of claims and other commitments.

NOW THEREFORE, and in consideration of the mutual promises contained herein, the receipt and adequacy of which are hereby acknowledged, Employer and Employee agree as follows:

1.Definitions.

a.“Company” means: Employer and any entity that controls, is under common control with or is controlled by Employer, which includes without limitation Golf Galaxy, LLC.

b.“Releasees” means: the Company; the present or former directors, members, officers, shareholders, employees, affiliates, agents and advisors (including attorneys) of each entity constituting the Company; and the current or former trustees or administrators of any pension or other benefit plan applicable to the employees or former employees of any of the entities constituting the Company.

2.Termination of Employment.

a.The Employer timely paid or will pay Employee in accordance with its normal payroll and other procedures (or as otherwise required by law) for Employee’s work through the Termination Date, less all required tax withholdings and other deductions. Employee will receive this payment regardless of whether Employee signs or revokes this Agreement. Employee acknowledges and agrees that previously paid incentive compensation may be subject to clawback in accordance with applicable law.

b.If Employee was enrolled in Employer’s medical benefit plans, Employee’s coverage under such plans shall cease as of Wednesday, November 30, 2022. As of the Termination Date, all of Employee’s other fringe benefits shall cease. Notwithstanding the foregoing, to the extent provided by the Consolidated Omnibus Budget Reconciliation Act, if applicable, state insurance laws, and by the Company’s current group health insurance policies, Employee may be eligible to continue Employee’s group health insurance benefits subject to payment of the applicable premium.

3.Effective Date. This Agreement shall not become effective in any respect until the Revocation Period as set forth in Section 22(f) has expired without notice of revocation. In the absence of Employee’s revocation of this Agreement, the eighth day after Employee’s execution of this Agreement shall be the “Effective Date” of this Agreement.

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4.Existing Agreement. The parties previously entered into a Non-Compete, Assignment of Inventions, and Confidentiality Agreement (the “Non-Compete Agreement”) relating to, among other things, confidentiality obligations and non-compete and non-solicitation restrictions applicable to Employee. The parties acknowledge and agree that the Non-Compete Agreement is binding and enforceable on the parties and remains in full force and effect until the Effective Date. From and after the Effective Date, the Non-Compete Agreement shall be superseded in its entirety by this Agreement.

5.Severance Payments and Benefits.

a.Employer agrees to pay Employee severance in the amount of $700,000.00 (“Severance”), payable in 25 installments of $26,923.00 each with the final (26th) installment of $26,925.00. The Severance installments shall be paid every two weeks beginning on Employer’s first regular pay date after the Effective Date.

b.If Employee accepts or has accepted a position, engagement or other relationship with a third party pursuant to which Employee receives or will receive compensation, then Employee shall promptly disclose in writing to Employer via hrsolutions@dcsg.com such fact and the nature and extent of such compensation. Employer's obligation to pay or to continue paying the Severance hereunder shall cease upon the start of Employee in a position, engagement or other relationship with expected gross compensation during the first 12 months of at least $560,000, measured as base salary plus any guaranteed and/or sign-on cash bonus (even if the bonus is not immediately payable).

c.If Employer’s obligation to pay or to continue paying the Severance ceases pursuant to Section 5(b), any partially accrued and unpaid Severance shall be prorated based on the date Employer's obligation ceases and paid to Employee on Employer's next regular pay date.

d.If Employee breaches any provision of this Agreement or if the Employer discovers facts or information, not known to Employer before the Effective Date, that evidence or substantiate a violation of Employer's Code of Ethics and Business Conduct by Employee in the course and scope of his employment, Employer’s obligation to pay or continue paying the Severance ceases, and Employee agrees to repay Employer 100% of the Severance already paid (the “Clawback Amount”) within ten (10) days of the Employer’s written request of repayment. THE PARTIES AGREE THAT THE PRECISE AMOUNT OF DAMAGES FLOWING FROM ANY VIOLATION OF THE AGREEMENT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO CALCULATE OR PROVE, AND THAT THE CLAWBACK AMOUNT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY THE COMPANY IN THE EVENT OF A BREACH OF THE AGREEMENT. THE REMEDIES SET FORTH IN THIS SECTION 5(d) ARE NOT EXCLUSIVE AND SHALL BE IN ADDITION TO ANY OTHER LEGAL OR EQUITABLE REMEDY THAT MAY BE AVAILABLE.

e.Severance shall be subject to any applicable federal, state or local income and employment tax withholding, reporting or other requirements. Employee acknowledges and understands that the amounts paid to Employee or on Employee’s behalf will be reported to the United States Internal Revenue Service and other appropriate taxing agencies in accordance with all federal, state and local tax reporting requirements. Employee further agrees that Employee shall be responsible for Employee’s tax liabilities associated with such payments and that Employee shall indemnify and hold harmless the Releasees with respect to any tax liability or penalty relating to the payments or the matters encompassed herein.

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f.Employer shall pay the cost of outplacement services from Lee Hecht Harrison for Employee for a period of twelve (12) months from and after the Effective Date or until re-employed, whichever is earlier, up to a maximum aggregate cost of $8,000. Employer shall pay any such costs directly to Lee Hecht Harrison upon receipt of invoices therefrom.

6.General Release and Waiver of Claims.

a.Employee irrevocably and unconditionally releases, acquits and forever discharges Releasees of and from any and all charges, complaints, claims, causes of action, suits and debts, of whatever nature, related in any way to Employee’s employment by any Releasee or termination thereof, occurring or accruing on or before the date Employee executes this Agreement, whether known or unknown, asserted or unasserted, that Employee now has, may have, or claims to have against Employer or any of the other Releasees. This includes any and all such claims or causes of action that Employee could make on Employee’s own behalf, but also those that may or could be brought by any person or entity on Employee’s behalf.

b.The release and waiver set forth in Section 6(a) includes, but is not limited to, any claims arising under any federal, state or local statutes, regulations, ordinances or common laws, specifically including, but not limited to (and in each case as it may have been amended): the Age Discrimination in Employment Act (“ADEA”); the Older Workers’ Benefit Protection Act (“OWBPA”); the Civil Rights Act of 1991; the Family and Medical Leave Act; 42 U.S.C. Section 1981; Title VII of the Civil Rights Act; the Employee Retirement Income Security Act; the Americans with Disabilities Act; the Worker Adjustment and Retraining Notification Act; the Genetic Information Non-discrimination Act; the Occupational Safety and Health Act; the Equal Pay Act; and any common law claims, including but not limited to those alleging wrongful discharge, intentional or negligent infliction of emotional distress, breach of contract, promissory or equitable estoppel, discrimination, harassment, retaliation, defamation, invasion of privacy, negligence, breach of duty and/or claims for attorney’s fees, punitive, compensatory and liquidated damages, expenses or costs. Employee acknowledges that he/she has not made and does not have any claims or allegations related to sexual harassment or sexual abuse and none of the payments set forth in this Agreement are related to sexual harassment or sexual abuse.

c.Notwithstanding Sections 6(a) and (b), the release set forth therein does not and is not intended to (i) release any claims that cannot be released by law, such as claims for workers compensation benefits, or (ii) preclude Employee from seeking a judicial determination of the validity of the release of Employee’s rights under the ADEA.

d.Notwithstanding Sections 6(a) and (b), nothing in this Agreement prohibits or prevents Employee from filing a charge with or participating, testifying, or assisting in any investigation, hearing, whistleblower proceeding or other proceeding before any federal, state, or local government agency (e.g. EEOC, NLRB, SEC, etc.), nor does anything in this Agreement preclude, prohibit, or otherwise limit, in any way, Employee’s rights and abilities to contact, communicate with, report matters to, or otherwise participate in any whistleblower program administered by any such agencies. However, to the maximum extent permitted by law, Employee is waiving his/her right to receive any individual monetary relief from the Releasees resulting from such claims or conduct, regardless of whether Employee or another party has filed them, and in the event Employee obtains such monetary relief the Company will be entitled to

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an offset for the payments made pursuant to this Agreement. This Agreement does not limit Employee’s right to receive an award from any federal, state, or local government agency that provides awards for providing information relating to a potential violation of law. Employee does not need the prior authorization of the Company to engage in conduct protected by this Section 6(d), and Employee does not need to notify the Company that Employee has engaged in such conduct.

Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.

e.Notwithstanding Sections 6(a) and (b), the release, waiver and other provisions of this Agreement do not diminish or otherwise adversely impact any vested benefits to which Employee might be entitled pursuant to any employee benefit plan maintained by Employer.

7.Termination of Employment; No Re-Hire. As of the Termination Date, Employee’s employment relationship with Employer shall be permanently and irrevocably severed, and Employee forever waives any and all claims or right to reinstatement or future employment with the Company. Employee agrees that Employee shall not at any time seek or accept future employment with the Company in any capacity unless waived by the Company in its sole discretion.

8.Return of Company Materials and Property. All documents and other property that relate to the business of the Company are the exclusive property of the Company, even if Employee authored or created them. Employee represents that Employee has returned to Employer any and all such documents and property, including, but not limited to, electronic and paper documents, software, equipment (including, but not limited to, mobile devices, computers and computer-related items), and all other materials or other things (including, but not limited to, identification and keys), as well as any copies, in whatever form.

9.Cooperation. At the Company’s request, Employee shall be reasonably available to the Company and cooperate with the Company with respect to any internal Company investigation about which Employee reasonably may have knowledge, as well as the investigation, defense or prosecution of matters that relate to any threatened, present or future claims or proceedings that involve the Company or the other Releasees and about which Employee reasonably may have knowledge. Employee acknowledges that providing such cooperation may include, without limitation, meeting with attorneys and other Company representatives to prepare for depositions or testimony and giving depositions and testimony. Employer shall pay Employee’s reasonable costs and expenses incurred in connection with Employee’s performance of Employee’s obligations under this Section 9 at the request of the Company.

Employee will promptly complete and return any director and officer questionnaire or provide similar information, and execute any certifications, as may be requested by Employer in connection legal and regulatory requirements, including the requirements of the federal securities laws and the relevant national stock exchange, and Employer’s controls and procedures.

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10.Confidentiality; Nondisclosure of Information; Assignment of Inventions.

a.Except as expressly permitted by Employer in writing or as required by law, Employee shall not at any time disclose to any person or entity or use for Employee’s own benefit or for the benefit of any person or entity other than Company, any proprietary or confidential information (“Confidential Information”) disclosed to, obtained by or developed by Employee during Employee’s employment by Company. For purposes of this Agreement, the term Confidential Information shall include, but not be limited to, any and all information in whatever form, whether written, electronically stored, orally transmitted or memorized, pertaining to: any trade secret; confidential or non-public information (including, but not limited to, any materials or information Company designates as being proprietary or confidential); knowledge or data, whether of a technical or commercial nature; sales or production records or data; long and short term goals; license arrangements and terms; confidential matters concerning private label brand offerings; records or records databases; ledgers; business correspondence; memoranda; programs; product or service pricing and pricing policies; business development plans; products and technologies; designs; product tests; manufacturing costs; sales and marketing plans; research and development plans; formulas; Inventions (as defined in Section 10(c)); trademarks; patents and patent filings; technical information; copyrighted material or other intellectual property; financial statements; financial plans or other financial information; tax information; proprietary software; personnel information and files; engineering and tooling records and data; managerial and operational policies; ideas; plans; methods; practices and procedures; vendor and/or supply arrangements; techniques; vendor or supplier lists; marketing strategies; customer lists; customer records and other information regarding customers; other confidential business information related to the conduct or strategy of the business of Company and other information relating to the business of Company that is not known generally to the public or in the industry; the terms of Section 11 of this Agreement; and confidential information of third parties that Company has received and is required to keep confidential.

b.Employee is aware of the restrictions imposed by federal and state securities laws on a person possessing material, non-public information. Employee further acknowledges that the disclosure of any material, non-public information to another person who would or does conduct trades in any securities while in possession of any material, non-public information is a violation of law, which could subject Employee and persons to whom the information was disclosed to civil and criminal penalties under the securities laws of the United States.

c.Any and all inventions, products, technologies, records, drawings, documentation, discoveries, improvements, processes, formulae, methods, techniques, designs, devices, apparatuses, practices, content, creative works of authorship, computer programs (including source and object code), databases or styles, concepts, ideas, or other Confidential Information, whether or not patentable or copyrightable (collectively referred to as “Inventions”) written, made, conceived, first reduced to practice, edited, amended, developed or created by Employee, alone or in conjunction with others, during regular hours of work or otherwise, during Employee’s term of employment by Employer, that may be directly or indirectly useful in or related to the business of, information of, technology of, investigations or tests being carried out by the Company, are the exclusive property of the Company. Employee hereby assigns the entire right, interest, and title to all Inventions to the Company or any party designated by the Company and will, upon Employer’s request, whether before or after the Termination Date, execute all documents, including, without limitation, patent and copyright applications and registrations, necessary or advisable in the opinion of Employer or its counsel to direct issuance of any type of intellectual property right

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to the Company with respect to Inventions that are the exclusive property of the Company under this Section 10(c) or to vest in the Company title to such Inventions and shall perform any and all further acts deemed reasonably necessary or desirable by the Company in order to confirm, realize the benefits of, or enforce rights herein granted and assigned by Employee to the Company. The expense of securing any such intellectual property right shall be borne by Employer. Employee will keep confidential and will hold for the Company’s sole benefit any Invention that is to be the Company’s exclusive property under this Section 10(c) for which no intellectual property right is issued. Employee waives and irrevocably quitclaims to the Company, to the extent permitted by law, any and all rights of any nature whatsoever, which Employee now has or hereafter may have for infringement of any and all proprietary rights assigned to Company.

d.If Employee is compelled by applicable law or governmental regulation or compulsory legal process to disclose Confidential Information, as defined in Section 10(a), Employee must notify Employer in advance and in writing via hrsolutions@dcsg.com, as soon as Employee is aware that disclosure is or may be required or appropriate, of the nature of any such proposed disclosure and the persons or entities to which such disclosure is proposed to be made, so that Employer has the opportunity to take such action as it deems necessary to protect its Confidential Information as defined in Section 10(a).

11.Confidentiality of Agreement.

a.Employee agrees that the existence, negotiation, terms and conditions of this Agreement are confidential. Except as expressly permitted by Employer in writing, and except for disclosures to Employee’s legal and financial advisors and members of Employee’s immediate family, each of whom shall first agree to the same confidentiality restrictions, Employee shall not disclose to any person or entity, this Agreement, the existence or nature hereof, or the terms or conditions set forth herein, or the circumstances surrounding Employee’s separation from Employer, and Employee shall take reasonable steps necessary or appropriate to cause the members of Employee’s family and Employee’s advisors to abide by such disclosure restriction. Employee understands and agrees that nothing in this Agreement encompasses (or places any restriction upon Employee’s discussions regarding) employee wages, employee benefits, payroll information and other terms and conditions of employment, other than the terms of this Agreement, nor does anything in this Agreement interfere with in any way, restrict or impede any right any employee may have to engage in activity protected by Section 7 of the National Labor Relations Act without fear of retaliation, and/or any state or local laws protecting, for example, an employee’s right to discuss wages, terms and conditions of employment, etc.

b.Notwithstanding the foregoing, this Agreement does not prohibit Employee from (i) providing truthful testimony in response to compulsory legal process, (ii) participating or assisting in any investigation or inquiry by a governmental agency acting within the scope of its statutory or regulatory jurisdiction or (iii) making truthful statements in connection with any claim permitted to be brought by Employee under Sections 6(c) or (d).

12.Non-Disparagement. Employee shall not make any disparaging or negative comments, whether oral or written, about the Company or any other Releasees and shall take reasonable steps necessary or appropriate to cause the members of Employee’s family and Employee’s advisors to abide by such disclosure restriction. This provision does not prohibit Employee from (i) providing truthful testimony in response to compulsory legal process, (ii) participating or assisting in any investigation or inquiry by a governmental agency acting within the scope of its statutory or regulatory jurisdiction or (iii) making

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truthful statements in connection with any claim permitted to be brought by Employee under Sections 6(c) or (d).

13.Covenants Regarding Competition and Employees.

a.    In exchange for the consideration provided in Section 5, beginning on the Effective Date and continuing until the earlier of (i) eighteen (18) consecutive months from the date Employee’s employment ends with Employer (the “Termination Date”) and (ii) if Employee has been employed continuously by one or more Company entities for a total period of less than eighteen (18) months, an amount of time following the Termination Date equal to such shorter period of employment (the “Restrictive Period”), Employee specifically agrees that Employee shall not:

(i)    directly or indirectly, own, manage, control, aid, assist, participate in, be a consultant to, render services for, accept a position with, be employed by, or otherwise be involved in any manner with the ownership, management, operation or control of any (i) Sporting Goods Provider (as defined below) that conducts operations anywhere within the United States and/or in any other country in which Company conducts retail operations or has plans to conduct retail operations within eighteen (18) months following the Termination Date (the “Restricted Area”) or (ii) Team Dealer (as defined below) that conducts operations anywhere within the Restricted Area; or

(ii)    induce, solicit or assist in any way in encouraging, directly or indirectly, any person who is a Company employee to terminate such employment relationship, otherwise assist in the recruitment of a Company employee to accept employment or an engagement with another entity or hire or otherwise retain the services of a Company employee. For purposes of this Section 13(a)(ii), a Company employee means any person who is a Company employee at any time during the period commencing three (3) months prior to the Termination Date and ending on the last day of the Restrictive Period.

b.    The term “Sporting Goods Provider” means any of the following:

(i)any entity listed on Appendix A, regardless of whether such entity falls within the other categories listed in this definition;

(ii)any entity that sells direct to consumers through 15 or more stores and has a total product mix of more than 50% Sporting Goods as measured either by product count or by sales; for purposes of this definition “Sporting Goods” includes each of the following: (A) hard or soft line sporting goods and equipment (including, without limitation, team sports goods and equipment, bicycles and exercise equipment); (B) sports or athletic footwear or apparel; (C) hunting, fishing, camping or outdoor apparel, gear, accessories, equipment or other products (including, without limitation, long guns/hunting rifles and ammunition); and (D) golf clubs, golf equipment, golf apparel, golf accessories or golf services;

(iii)any entity that sells direct to consumers through the Internet and/or catalogs, and has a total product mix of more than 50% Sporting Goods as measured either by product count or by sales;

(iv)any entity that employs or retains Employee to perform services materially related to Sporting Goods and has aggregate sales to consumers through any combination of stores, the Internet and/or catalogs in excess of $500 million per year;

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(v)if Employee was, within two (2) years of the Termination Date, part of Company’s merchandising, planning or product development department, any entity (A) from or to which Company licenses a brand for the purpose of manufacturing and/or distributing products or (B) that supplies products to Company if Company’s sales of such entity’s products are in excess of $20 million per fiscal year (as measured in Company’s most recently completed full fiscal year as of the Termination Date); and

(vi)if Employee was, within two (2) years of the Termination Date, part of Company’s real estate department or the market research group supporting Company’s real estate department, any brokerage firm or similar entity that, within the one (1) year period prior to the Termination Date, has represented or otherwise provided real estate brokerage or similar services to Company or, to employee’s knowledge after due inquiry, to any entity covered by clause (i) or (ii) above.

c.    The term “Team Dealer” means any of the following:

(i)Any entity listed on Appendix A, regardless of whether such entity falls within the other categories listed in this definition; and

(ii)Any entity whose primary services include, but are not limited to, the sale and/or decoration of team uniforms, equipment and/or fan wear.

d.    With respect to the terms “Sporting Goods Provider” and “Team Dealer,” each entity identified in those terms shall include (A) its successors and assigns (whether by sale, merger, consolidation, name change, or otherwise), (B) any entity that controls, is under common control with or is controlled by such entity and (C) any division, affiliate, subsidiary or franchisee of any such entity or of any entity covered by the immediately foregoing clauses (A) and (B); further, for purposes of any sales determinations or store counts required by the definition, the sales and stores of the entities covered by the immediately foregoing clauses (A), (B) and (C) shall be aggregated with those of the entities identified above in clauses (i) through (vi).

e.    Employee acknowledges that the Restricted Area is reasonable because of Company’s business, its customers and the products that it sells, where it sells them and how it sells them, including without limitation that Company’s sales are not limited by state boundaries, Company competes with entities offering products for sale via the Internet and catalog, and Company conducts or intends to conduct retail operations throughout the United States and in the future, in additional jurisdictions. Employee acknowledges and agrees that Employee’s abilities and skills are readily useable in a variety of capacities in most geographic areas such that the restrictions in this Section 13 do not unreasonably restrict Employee with respect to seeking employment elsewhere in non-competitive ventures should Employee’s employment with Company end. If a court of competent jurisdiction determines that one or more of the provisions of this Section 13 is so broad as to be unenforceable, then such provision shall be deemed to be reduced in scope or length, as the case may be, to the extent required to make this Section 13 enforceable.

f.     Nothing herein shall prohibit Employee from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded.

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14.Breach by Employee.

a.Employee understands and acknowledges that during the course of employment by the Company, Employee has had access to and learned about the Company’s Confidential Information as defined in Section 10(a). Employee further understands and acknowledges that this Confidential Information and the Company’s ability to reserve it for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company, and that improper use or disclosure of the Confidential Information by Employee will cause immediate and irreparable harm to the Company, including, but not limited to potential financial costs, loss of business advantage, liability under confidentiality agreements with third parties, civil damages and criminal penalties. Additionally, both parties hereto recognize that the Employee’s position with the Company required skills of a special, unique and of extraordinary character, that Section 13 of this Agreement is necessary for the Company to maintain its competitive position, and that any breach of Section 13 of this Agreement will cause immediate and irreparable harm to the Company. Employee agrees that in the event that Employee comes to believe that any provision of this Agreement is not enforceable for any reason, particularly Sections 10 and 13, Employee will not act in violation of any such provision until such time as a court of competent jurisdiction enters a final judgment with respect to enforceability. Accordingly, for all of the reasons outlined in this Section 14, if Employee hereafter fails to comply with the restrictions and obligations imposed upon Employee under this Agreement, the Company will not have an adequate remedy at law. It is agreed that under such circumstances, the Company, in addition to the right to terminate the payment of any amounts due to Employee hereunder and any other rights that it may have, whether at law, in equity or otherwise, shall be entitled to injunctive relief to enforce any such restrictions and obligations without the necessity of the Company to post a bond, and that in the event any actual proceedings are brought in equity to enforce any such restriction or obligation, Employee shall not raise as a defense that there is an adequate remedy at law. Employee hereby consents to the issuance of such injunction. In the event that the Company obtains an injunction, order, decree or other relief, in law or in equity, Employee shall reimburse the Company for all costs and expenses associated with obtaining the relief, including reasonable attorneys’ fees and expenses and costs of suit. Employee’s restrictions and obligations as set forth in Sections 10 and 13 shall be in addition to any restrictions imposed upon Employee by statute or common law. Nothing in this Agreement shall be construed to prohibit the Company from pursuing any other available remedies for any such failure or threatened failure, including without limitation termination of payments and recovery of damages from Employee. Further, in the event of a breach or violation by Employee of any of the provisions of this Agreement, the term thereof, as the case may be, shall be tolled until such breach or violation has been fully cured.

b.Employee will provide Employer with such information as Employer may from time to time reasonably request to determine Employee’s compliance with Sections 10 and 13 of this Agreement. Employee authorizes Employer or its agents to contact Employee’s future employers and other persons or entities with which Employee has any business relationship to determine Employee’s compliance with this Agreement or to communicate the contents of this Agreement to such employers and other persons or entities. Employee releases the Company and the other Releasees from all liability for any damage arising from any such contacts or communications. The foregoing is in addition to, but not in lieu of, any and all rights the Company may have at law or in equity in the event of a breach of this Agreement by Employee.

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c.If Employee breaches or threatens to breach any provision of this Agreement, all obligations of the Company hereunder, including without limitation the obligation to pay the Severance, shall cease immediately.

15.Non-Admission of Wrongdoing. The parties agree that neither this Agreement nor the furnishing of the consideration for the release described herein shall be deemed at any time as an admission by either party, or evidence of any liability or unlawful conduct of any kind.

16.Medicare Disclaimer. Employee represents that Employee is not a Medicare beneficiary as of the time Employee enters into this Agreement.

17.Governing Law; Personal Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to the principles of conflicts of law. Employee irrevocably submits to the personal and exclusive jurisdiction of the United States District Court for the Western District of Pennsylvania or the Court of Common Pleas of Allegheny County, Pennsylvania in any action or proceeding arising out of, or relating to, this Agreement or related to Employee’s employment with or termination from Employer (whether such action arises under contract, tort, equity or otherwise). Employee irrevocably waives any objection that Employee now or hereafter may have to the laying of venue or personal jurisdiction of any such action or proceeding brought in such courts. Jurisdiction and venue of all such causes of action shall be exclusively vested in the United States District Court for the Western District of Pennsylvania or the Court of Common Pleas of Allegheny County, Pennsylvania. Employee irrevocably waives Employee’s right to object to or challenge the above selected forum on the basis of inconvenience or unfairness under 28 U.S.C. § 1404, 42 Pa. C.S. § 5322 or similar state or federal statutes.

18.Jury Trial Waiver. In consideration of this Agreement and the consideration provided under it, Employee irrevocably and unconditionally agrees not to elect a trial by jury and knowingly, intelligently and voluntarily waives all rights Employee has or may have had, but for this Agreement, to trial by jury in any proceeding, dispute, controversy or claim which is not otherwise subject to arbitration by law or prior agreement of the parties, and which arises from or relates to this Agreement or Employee’s employment with or termination from the Employer (including any claim arising under any provision of state, federal, common or local law), and Employee agrees to try any such claims brought by him/her in a court or tribunal without use of a jury.

19.Severability. If a court of competent jurisdiction or an arbitration panel determines that any provision of this Agreement is invalid, illegal, or incapable of being enforced, then the parties request that such court or panel modify or reform such provision in order to render such provision not invalid, illegal, or incapable of being enforced and then enforce the provision as modified. If any provision of this Agreement is conclusively determined by a final judgment not subject to appeal to be prohibited or unenforceable in any jurisdiction, such provision shall be ineffective to the extent of such prohibition or unenforceability without affecting, impairing or invalidating the remaining provisions hereof or the enforceability thereof in such jurisdiction or the validity or enforceability of any provision hereof in any other jurisdiction.

20.Binding Effect; Non-Assignability. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns. The rights and obligations of

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Employee under this Agreement are personal to Employee and may not be assigned, transferred or delegated by Employee to any other person or entity. This Agreement shall be assignable by Employer, whether by operation of law or otherwise.

21.Entire Agreement; Arbitration; Amendment. This Agreement, including any State Specific Rider (“Rider”) attached hereto, sets forth the entire agreement between the parties hereto with respect to the matters addressed in this Agreement and fully supersedes any prior agreements or understandings between the parties with respect to the matters addressed herein, except that any existing arbitration agreement between the parties regarding the submission to arbitration of any and all claims relating to your employment, including but not limited to any disputes regarding this Agreement, remains in full force and effect. This Agreement may not be modified, altered or changed except in writing and signed by both parties wherein specific reference is made to this Agreement.

22.Reasonable Opportunity to Review, Acceptance and Revocation, and Other Acknowledgments.

a.Employee acknowledges that Employee has carefully read and fully understands the provisions of this Agreement, that Employee has had a full and fair opportunity to consider the terms of this Agreement (including the release and waiver of claims set forth herein) for a reasonable period of time, and that Employee’s acceptance of the terms of this Agreement is both knowing and voluntary.

b.Employee acknowledges that, except for the wages to be paid to Employee regardless of whether Employee signs this Agreement, as described in Section 2, and the Severance to be paid under this Agreement, the Company does not owe Employee any other wages, compensation, or benefits of any kind or nature;

c.Employee represents and acknowledges that (i) Employee has not filed any claims, complaints, or actions of any kind against the Releasees with any court or federal, state, or local government agency; (ii) Employer has provided Employee with all leave to which Employee was entitled and, to the best of Employee’s knowledge, Employee is not suffering from any work-related injuries; and (iii) the Severance described in Section 5 are things that Employee is not entitled to receive in the absence of this Agreement.

d.Employee is hereby advised in writing to consult with a lawyer of Employee’s choosing, and Employee hereby acknowledges that Employee understands that right and has been provided with an opportunity to consult with a lawyer of Employee’s choosing regarding Employee’s lawful remedies and rights as well as the meaning and significance of the terms of this Agreement.

e.Employee has been given twenty-one (21) days to consider the terms of this Agreement before signing this Agreement. If Employee executes this Agreement prior to the expiration of the 21-day period, Employee acknowledges that Employee does so solely because Employee already fully and carefully considered this Agreement before signing it. If the terms or form of this Agreement are revised or modified prior to the expiration of such 21-day period, such revision or modification shall not restart that 21-day period. The offer set forth in this Agreement shall expire within 21 days of the Termination Date.  If Employee does not execute and return this Agreement to Employer within such 21-day period, Employee’s submission of the signed Agreement to Employer following the expiration of the 21-day period for acceptance shall be of no force and effect.

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f.Employee may revoke this Agreement, including without limitation the release and waiver of claims under the ADEA, by delivering a written revocation to Julie Lodge-Jarrett, SVP – Chief People & Purpose Officer, Dick’s Sporting Goods, Inc., 345 Court Street, Coraopolis, PA 15108, within seven (7) days after executing this Agreement.

g.Employee understands that Employee’s release of his/her ADEA claims does not apply to rights and claims that may arise after the date on which Employee executes this Agreement.

23.Internal Revenue Code Section 409A Compliance.

a.For purposes of Section 409A of the Internal Revenue Code, each severance benefit payment shall be treated as a separate payment. Each payment under this Agreement is intended to be excepted from Section 409A to the maximum extent provided under Section 409A as follows: (i) each payment that is scheduled to be made on or before March 15th of the calendar year following the calendar year containing the Termination Date (or, if later, the 15th day of the third month following the end of the Company's first taxable year in which the right to the payment is no longer subject to a substantial risk of forfeiture) is intended to be excepted under the short-term deferral exception as specified in Treas. Reg. § 1.409A-1(b)(4); and (ii) each payment that is not otherwise excepted under the short-term deferral exception is intended to be excepted under the involuntary pay exception as specified in Treas. Reg. § 1.409A-1(b)(9)(iii). The Employee shall have no right to designate the date of any payment under this Agreement.

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b.With respect to payments subject to Section 409A (and not excepted therefrom), if any, it is intended that each payment is paid on a permissible distribution event and at a specified time consistent with Section 409A. The Company reserves the right to accelerate and/or defer any payment to the extent permitted and consistent with Section 409A. Notwithstanding any provision of this Agreement to the contrary, to the extent that a payment hereunder is subject to Section 409A (and not excepted therefrom) and payable on account of a termination of employment, such payment shall be delayed for a period of six months after the date of termination (or, if earlier, the death of the Employee) if the Employee is a "specified employee" (as defined in Section 409A and determined in accordance with the procedures established by the Company). Any payment that would otherwise have been due or owing during such six-month period will be paid immediately following the end of the six-month period in the month following the month containing the six (6)-month anniversary of the date of termination.

PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

The parties, agreeing to be legally bound hereby, knowingly and voluntarily sign this Agreement.

DONALD GERMANO	DICK’S SPORTING GOODS, INC.
/s/ Donald Germano	/s/ Julie Lodge-Jarrett
Donald Germano	Julie Lodge-Jarrett SVP – Chief People & Purpose Officer
Date: _11/8/22______	Date: __11/10/22________

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Appendix A*

Sporting Goods Providers

•Academy, Ltd.

•Adidas AG

•Amazon, Ltd.

•Backcountry.com

•Bass Pro, Inc. and Bass Pro Outdoor World, L.L.C.

•Big 5 Sporting Goods Corporation

•Decathlon USA LLC

•Dunham’s Athleisure Corporation (Dunham’s Sports)

•Fabletics

•Fanatics, Inc. FansEdge and Fanatics Authentic

•Foot Locker, Inc. (e.g., Foot Locker, Lady Foot Locker, Kids Foot Locker, Footaction, Champs Sports, Eastbay and CCS)

•Camping World Holdings, Inc.

•Gap, Inc., including but not limited to Athleta

•Golf & Tennis Pro Shop, Inc. (PGA Superstores)

•Henry Modell & Company, Inc. (Modell’s)

•Hibbett Sports, Inc.

•Kohl’s Department Stores, Inc.

•L.L. Bean, Inc.

•lululemon athletica Canada, Inc.

•Nike, Inc.

•Nordstrom, Inc.

•Patagonia, Inc.

•Recreational Equipment, Inc. (REI)

•Scheels All Sports, Inc.

•Sports Direct International plc

•Sportsman’s Warehouse, Inc.

•Target Corporation

•The Columbia Sportswear Company

•The Finish Line, Inc.

•The North Face

•Under Armour, Inc.

•Varsity Brands, Inc. (e.g., BSN Sports)

•Vuori, Inc.

•YETI

•Worldwide Golf Enterprises, Inc. (e.g., Roger Dunn Golf Shops, The Golf Mart, Van’s Golf Shop, Golfer’s Warehouse, Edwin Watts Golf Shops, Uinta Golf, Worldwide Golf Shops)

14

Team Dealers

•Eurosport

•BSN Sports

•Sports Endeavors (Soccer.com)

•Squad Locker

* As described in the definition of “Sporting Goods Provider” and “Team Dealer,” this list includes, with respect to each entity listed above, (A) its successors and assigns (whether by sale, merger, consolidation, name change, or otherwise), (B) any entity that controls, is under common control with or is controlled by such entity and (C) any division, affiliate, business unit, subsidiary or franchisee of such entity or of any entity covered by the foregoing clauses (A) and (B).

15

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Lauren R. Hobart, certify that:

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

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

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

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

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

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

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

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

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ LAUREN R. HOBART	Date: November 23, 2022
Lauren R. Hobart
President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Navdeep Gupta, certify that:

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

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

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

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

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

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

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

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

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ NAVDEEP GUPTA	Date: November 23, 2022
Navdeep Gupta
Executive Vice President – Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Dick's Sporting Goods, Inc. (the "Company") for the period ended October 29, 2022, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Lauren R. Hobart, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

/s/ LAUREN R. HOBART	Date: November 23, 2022
Lauren R. Hobart
President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Dick's Sporting Goods, Inc. (the "Company") for the period ended October 29, 2022, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Navdeep Gupta, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

/s/ NAVDEEP GUPTA	Date: November 23, 2022
Navdeep Gupta
Executive Vice President – Chief Financial Officer

XML

Cover Page - shares	9 Months Ended
	Oct. 29, 2022	Nov. 18, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Oct. 29, 2022
Document Transition Report	false
Entity File Number	001-31463
Entity Registrant Name	DICK’S SPORTING GOODS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	16-1241537
Entity Address, Address Line One	345 Court Street
Entity Address, City or Town	Coraopolis
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15108
City Area Code	724
Local Phone Number	273-3400
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	DKS
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001089063
Current Fiscal Year End Date	--01-28
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		59,840,863
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		23,570,633

XML

CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 29, 2022	Oct. 30, 2021	Oct. 29, 2022	Oct. 30, 2021
Income Statement [Abstract]
Net sales	$ 2,958,861	$ 2,747,647	$ 8,771,485	$ 8,941,208
Cost of goods sold, including occupancy and distribution costs	1,946,438	1,691,071	5,652,966	5,488,928
GROSS PROFIT	1,012,423	1,056,576	3,118,519	3,452,280
Selling, general and administrative expenses	679,747	631,943	1,952,408	1,880,505
Pre-opening expenses	7,212	4,765	13,948	12,545
INCOME FROM OPERATIONS	325,464	419,868	1,152,163	1,559,230
Interest expense	26,131	13,789	77,267	40,971
Other (income) expense	(4,826)	(1,748)	11,559	(15,893)
INCOME BEFORE INCOME TAXES	304,159	407,827	1,063,337	1,534,152
Provision for income taxes	75,703	91,314	255,820	360,374
NET INCOME	$ 228,456	$ 316,513	$ 807,517	$ 1,173,778
EARNINGS PER COMMON SHARE:
Basic (in dollars per share)	$ 2.94	$ 3.79	$ 10.55	$ 13.93
Diluted (in dollars per share)	$ 2.45	$ 2.78	$ 8.17	$ 10.70
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic (in shares)	77,789	83,537	76,527	84,266
Diluted (in shares)	96,681	113,664	101,900	109,648

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - UNAUDITED - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 29, 2022	Oct. 30, 2021	Oct. 29, 2022	Oct. 30, 2021
Statement of Comprehensive Income [Abstract]
NET INCOME	$ 228,456	$ 316,513	$ 807,517	$ 1,173,778
OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation adjustment, net of tax	(277)	15	(280)	58
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME	(277)	15	(280)	58
COMPREHENSIVE INCOME	$ 228,179	$ 316,528	$ 807,237	$ 1,173,836

XML

CONSOLIDATED BALANCE SHEETS - UNAUDITED - USD ($) $ in Thousands	Oct. 29, 2022	Jan. 29, 2022	Oct. 30, 2021
CURRENT ASSETS:
Cash and cash equivalents	$ 1,437,997	$ 2,643,205	$ 1,372,892
Accounts receivable, net	87,191	68,263	89,479
Income taxes receivable	4,082	1,978	683
Inventories, net	3,361,057	2,297,609	2,490,438
Prepaid expenses and other current assets	96,135	95,601	92,673
Total current assets	4,986,462	5,106,656	4,046,165
Property and equipment, net	1,342,786	1,319,681	1,314,567
Operating lease assets	2,025,149	2,044,819	2,070,135
Intangible assets, net	84,946	86,767	87,195
Goodwill	245,857	245,857	245,857
Deferred income taxes	58,945	35,024	42,862
Other assets	212,455	202,872	192,498
TOTAL ASSETS	8,956,600	9,041,676	7,999,279
CURRENT LIABILITIES:
Accounts payable	1,473,424	1,281,322	1,399,716
Accrued expenses	500,246	620,143	522,010
Operating lease liabilities	487,119	480,318	478,674
Income taxes payable	32,664	13,464	28,430
Deferred revenue and other liabilities	268,677	317,433	239,472
Total current liabilities	2,762,130	2,712,680	2,668,302
LONG-TERM LIABILITIES:
Revolving credit borrowings	0	0	0
Senior notes due 2032 and 2052	1,482,110	1,481,443	0
Convertible senior notes due 2025	152,006	449,287	441,186
Long-term operating lease liabilities	2,026,774	2,099,146	2,135,515
Other long-term liabilities	156,408	197,534	223,459
Total long-term liabilities	3,817,298	4,227,410	2,800,160
Commitments and contingencies
STOCKHOLDERS' EQUITY:
Additional paid-in capital	1,399,694	1,488,834	1,476,701
Retained earnings	4,682,663	3,956,602	3,647,621
Accumulated other comprehensive (loss) income	(362)	(82)	9
Treasury stock, at cost	(3,705,629)	(3,344,524)	(2,594,337)
Total stockholders' equity	2,377,172	2,101,586	2,530,817
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	8,956,600	9,041,676	7,999,279
Common Stock
STOCKHOLDERS' EQUITY:
Common stock	570	520	586
Class B Common Stock
STOCKHOLDERS' EQUITY:
Common stock	$ 236	$ 236	$ 237

XML

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - UNAUDITED - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock Common Stock	Common Stock Class B Common Stock	Additional Paid-In Capital	Additional Paid-In Capital Cumulative Effect, Period of Adoption, Adjustment	Retained Earnings	Retained Earnings Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive (Loss) Income	Treasury Stock
BALANCE (in shares) at Jan. 30, 2021			61,195,000	23,736,000
BALANCE at Jan. 30, 2021	$ 2,339,534		$ 612	$ 237	$ 1,442,298		$ 3,064,702		$ (49)	$ (2,168,266)
Increase (Decrease) in Stockholders' Equity
Exercise of stock options (in shares)			297,000
Exercise of stock options	12,333		$ 3		12,330
Restricted stock vested (in shares)			791,000
Restricted stock vested	0		$ 8		(8)
Minimum tax withholding requirements (in shares)			(237,000)
Minimum tax withholding requirements	(18,601)		$ (3)		(18,598)
Net income	361,756						361,756
Stock-based compensation	12,870				12,870
Foreign currency translation adjustment, net of taxes	64								64
Purchase of shares for treasury (in shares)			(1,030,000)
Purchase of shares for treasury	(76,841)		$ (10)							(76,831)
Cash dividend declared	(32,391)						(32,391)
BALANCE at May. 01, 2021	2,598,724		$ 610	$ 237	1,448,892		3,394,067		15	(2,245,097)
BALANCE (in shares) at May. 01, 2021			61,016,000	23,736,000
BALANCE (in shares) at Jan. 30, 2021			61,195,000	23,736,000
BALANCE at Jan. 30, 2021	2,339,534		$ 612	$ 237	1,442,298		3,064,702		(49)	(2,168,266)
Increase (Decrease) in Stockholders' Equity
Net income	1,173,778
BALANCE at Oct. 30, 2021	2,530,817		$ 586	$ 237	1,476,701		3,647,621		9	(2,594,337)
BALANCE (in shares) at Oct. 30, 2021			58,624,000	23,696,000
BALANCE (in shares) at May. 01, 2021			61,016,000	23,736,000
BALANCE at May. 01, 2021	2,598,724		$ 610	$ 237	1,448,892		3,394,067		15	(2,245,097)
Increase (Decrease) in Stockholders' Equity
Exchange of Class B common stock for common stock (in shares)			40,000	(40,000)
Exchange of Class B common stock for common stock	0		$ 0	$ 0
Exercise of stock options (in shares)			189,000
Exercise of stock options	8,315		$ 2		8,313
Restricted stock vested (in shares)			31,000
Restricted stock vested	0		$ 1		(1)
Minimum tax withholding requirements (in shares)			(10,000)
Minimum tax withholding requirements	(1,531)		$ 0		(1,531)
Net income	495,509						495,509
Stock-based compensation	12,544				12,544
Foreign currency translation adjustment, net of taxes	(21)								(21)
Purchase of shares for treasury (in shares)			(808,000)
Purchase of shares for treasury	(75,846)		$ (8)							(75,838)
Cash dividend declared	(32,319)						(32,319)
BALANCE at Jul. 31, 2021	3,005,375		$ 605	$ 237	1,468,217		3,857,257		(6)	(2,320,935)
BALANCE (in shares) at Jul. 31, 2021			60,458,000	23,696,000
Increase (Decrease) in Stockholders' Equity
Exercise of stock options (in shares)			114,000
Exercise of stock options	4,282		$ 1		4,281
Restricted stock vested (in shares)			305,000
Restricted stock vested	0		$ 3		(3)
Minimum tax withholding requirements (in shares)			(80,000)
Minimum tax withholding requirements	(9,761)		$ (1)		(9,760)
Net income	316,513						316,513
Stock-based compensation	13,966				13,966
Foreign currency translation adjustment, net of taxes	15								15
Purchase of shares for treasury (in shares)			(2,173,000)
Purchase of shares for treasury	(273,424)		$ (22)							(273,402)
Cash dividend declared	(526,149)						(526,149)
BALANCE at Oct. 30, 2021	2,530,817		$ 586	$ 237	1,476,701		3,647,621		9	(2,594,337)
BALANCE (in shares) at Oct. 30, 2021			58,624,000	23,696,000
BALANCE (in shares) at Jan. 29, 2022			51,989,000	23,621,000
BALANCE at Jan. 29, 2022	2,101,586	$ (84,729)	$ 520	$ 236	1,488,834	$ (118,961)	3,956,602	$ 34,232	(82)	(3,344,524)
Increase (Decrease) in Stockholders' Equity
Net Shares Issued for the Note Exchanges			1,833,000
Exchange of convertible senior notes due 2025 and partial unwind of convertible bond hedge and warrants	3,811		$ 18		3,793
Exercise of stock options (in shares)			389,000
Exercise of stock options	12,665		$ 4		12,661
Restricted stock vested (in shares)			933,000
Restricted stock vested	0		$ 9		(9)
Minimum tax withholding requirements (in shares)			(332,000)
Minimum tax withholding requirements	(33,287)		$ (3)		(33,284)
Net income	260,559						260,559
Stock-based compensation	15,177				15,177
Foreign currency translation adjustment, net of taxes	(7)								(7)
Purchase of shares for treasury (in shares)			(417,000)
Purchase of shares for treasury	(42,227)		$ (4)							(42,223)
Cash dividend declared	(38,942)						(38,942)
BALANCE at Apr. 30, 2022	2,194,606		$ 544	$ 236	1,368,211		4,212,451		(89)	(3,386,747)
BALANCE (in shares) at Apr. 30, 2022			54,395,000	23,621,000
BALANCE (in shares) at Jan. 29, 2022			51,989,000	23,621,000
BALANCE at Jan. 29, 2022	2,101,586	$ (84,729)	$ 520	$ 236	1,488,834	$ (118,961)	3,956,602	$ 34,232	(82)	(3,344,524)
Increase (Decrease) in Stockholders' Equity
Net income	807,517
BALANCE at Oct. 29, 2022	2,377,172		$ 570	$ 236	1,399,694		4,682,663		(362)	(3,705,629)
BALANCE (in shares) at Oct. 29, 2022			56,994,000	23,571,000
BALANCE (in shares) at Apr. 30, 2022			54,395,000	23,621,000
BALANCE at Apr. 30, 2022	2,194,606		$ 544	$ 236	1,368,211		4,212,451		(89)	(3,386,747)
Increase (Decrease) in Stockholders' Equity
Net Shares Issued for the Note Exchanges			1,675,000
Exchange of convertible senior notes due 2025 and partial unwind of convertible bond hedge and warrants	5,767		$ 17		5,750
Exercise of stock options (in shares)			52,000
Exercise of stock options	1,332		$ 1		1,331
Restricted stock vested (in shares)			47,000
Restricted stock vested	0		$ 0		0
Minimum tax withholding requirements (in shares)			(13,000)
Minimum tax withholding requirements	(1,860)		$ 0		(1,860)
Net income	318,502						318,502
Stock-based compensation	11,517				11,517
Foreign currency translation adjustment, net of taxes	4								4
Purchase of shares for treasury (in shares)			(3,945,000)
Purchase of shares for treasury	(318,922)		$ (40)							(318,882)
Cash dividend declared	(37,437)						(37,437)
BALANCE at Jul. 30, 2022	2,173,509		$ 522	$ 236	1,384,949		4,493,516		(85)	(3,705,629)
BALANCE (in shares) at Jul. 30, 2022			52,211,000	23,621,000
Increase (Decrease) in Stockholders' Equity
Exchange of Class B common stock for common stock (in shares)			50,000	(50,000)
Exchange of Class B common stock for common stock	0		$ 0	$ 0
Net Shares Issued for the Note Exchanges			4,312,000
Exchange of convertible senior notes due 2025 and partial unwind of convertible bond hedge and warrants	6,032		$ 43		5,989
Exercise of stock options (in shares)			213,000
Exercise of stock options	5,956		$ 2		5,954
Restricted stock vested (in shares)			282,000
Restricted stock vested	0		$ 3		(3)
Minimum tax withholding requirements (in shares)			(74,000)
Minimum tax withholding requirements	(8,080)		$ 0		(8,080)
Net income	228,456						228,456
Stock-based compensation	10,885				10,885
Foreign currency translation adjustment, net of taxes	(277)								(277)
Cash dividend declared	(39,309)						(39,309)
BALANCE at Oct. 29, 2022	$ 2,377,172		$ 570	$ 236	$ 1,399,694		$ 4,682,663		$ (362)	$ (3,705,629)
BALANCE (in shares) at Oct. 29, 2022			56,994,000	23,571,000

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED - USD ($) $ in Thousands	9 Months Ended
	Oct. 29, 2022	Oct. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 807,517	$ 1,173,778
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	250,522	237,666
Amortization of deferred financing fees and debt discount	3,558	22,693
Deferred income taxes	5,344	8,613
Stock-based compensation	37,579	39,380
Other, net	15,879	0
Changes in assets and liabilities:
Accounts receivable	(36,699)	(20,655)
Inventories	(1,063,448)	(536,870)
Prepaid expenses and other assets	(936)	(7,995)
Accounts payable	178,633	194,084
Accrued expenses	(94,177)	(13,918)
Income taxes payable / receivable	19,023	(6,854)
Construction allowances provided by landlords	36,100	27,677
Deferred revenue and other liabilities	(58,613)	(30,219)
Operating lease assets and liabilities	(64,663)	(80,734)
Net cash provided by operating activities	35,619	1,006,646
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(274,307)	(231,087)
Proceeds from sale of other assets	14,261	9,671
Deposits and other investing activities	(32,885)	(19,130)
Net cash used in investing activities	(292,931)	(240,546)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal paid in connection with exchange of convertible senior notes due 2025	(420,558)	0
Payments on finance lease obligations	(548)	(553)
Proceeds from exercise of stock options	19,953	24,930
Minimum tax withholding requirements	(43,227)	(29,893)
Cash paid for treasury stock	(392,882)	(426,111)
Cash dividends paid to stockholders	(123,823)	(567,245)
Increase (decrease) in bank overdraft	13,469	(52,461)
Net cash used in financing activities	(947,616)	(1,051,333)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(280)	58
NET DECREASE IN CASH AND CASH EQUIVALENTS	(1,205,208)	(285,175)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	2,643,205	1,658,067
CASH AND CASH EQUIVALENTS, END OF PERIOD	1,437,997	1,372,892
Supplemental disclosure of cash flow information:
Accrued property and equipment	41,773	44,545
Cash paid for interest	41,441	21,870
Cash paid for income taxes	$ 232,705	$ 364,875

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - UNAUDITED - Parentheticals - USD ($) $ in Thousands	3 Months Ended
	Oct. 29, 2022	Jul. 30, 2022	Apr. 30, 2022	Oct. 30, 2021	Jul. 31, 2021	May 01, 2021
Statement of Stockholders' Equity [Abstract]
Foreign currency translation adjustment, taxes	$ 88	$ (1)	$ 2	$ (4)	$ 6	$ (20)
Cash dividend declared per share (in dollars per share)	$ 0.4875	$ 0.4875	$ 0.4875	$ 5.9375	$ 0.3625	$ 0.3625

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Description of Business and Basis of Presentation

9 Months Ended

Oct. 29, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business and Basis of Presentation

Description of Business and Basis of Presentation

DICK’S Sporting Goods, Inc. (together with its subsidiaries, referred to as “the Company”, “we”, “us” and “our” unless specified otherwise) is a leading omni-channel sporting goods retailer offering an extensive assortment of authentic, high-quality sports equipment, apparel, footwear and accessories through a blend of dedicated teammates, in-store services and unique specialty shop-in-shops. In addition to DICK’S Sporting Goods stores, the Company also owns and operates Golf Galaxy, Field & Stream, Public Lands and Going Going Gone! specialty concept stores, and offers its products both online and through its 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 scheduling, communications, live scorekeeping, and video streaming. When used in this Quarterly Report on Form 10-Q, unless the context otherwise requires or otherwise specifies, any reference to “year” is to the Company’s fiscal year.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the requirements for Quarterly Reports on Form 10-Q and do not include all the disclosures normally required in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The interim consolidated financial statements are unaudited and have been prepared on the same basis as the annual audited consolidated financial statements. In the opinion of management, such unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the interim financial information. 

The unaudited interim financial information should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 29, 2022 as filed with the Securities and Exchange Commission on March 23, 2022. Operating results for the 13 and 39 weeks ended October 29, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending January 28, 2023 or any other period.

Recently Adopted Accounting Pronouncement

Convertible Instruments

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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, under which the Company must assume that any conversion of its convertible senior notes due 2025 (the “Convertible Senior Notes”) will be satisfied entirely in common stock.

The Company adopted ASU 2020-06 on the first day of fiscal 2022 using the modified retrospective approach, which resulted in the following adjustments to the Consolidated Balance Sheet (in millions):

	Last Day of Fiscal 2021		Adoption of ASU 2020-06		First Day of Fiscal 2022
Balance sheet line item
Convertible senior notes due 2025	$	449.3	$	114.0	$	563.3
Net deferred tax assets	$	35.0	$	29.3	$	64.3
Additional paid-in capital	$	1,488.8	$	(119.0)	$	1,369.8
Retained earnings	$	3,956.6	$	34.2	$	3,990.8

Following the adoption of ASU 2020-06, the embedded conversion feature of the Convertible Senior Notes is no longer separately presented within stockholders’ equity, eliminating the non-cash debt discount. Accordingly, the Company’s effective interest rate on the Convertible Senior Notes decreased from 11.6% to 3.9% upon adoption, resulting in a $20.1 million reduction in non-cash interest expense for the 39 weeks ended October 29, 2022 as compared to the same prior year period. The Company anticipates that fiscal 2022 earnings will not include $27.4 million of pre-tax non-cash interest expense that was incurred in fiscal 2021 as a result of the adoption of ASU 2020-06.

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 that the Convertible Senior Notes will be settled entirely in shares upon conversion. As of October 29, 2022, approximately 4.8 million shares underlie the Convertible Senior Notes, which provides the basis for earnings per diluted share. The Company used the treasury stock method prior to adoption of ASU 2020-06, which allowed the Company to assume that the principal amount of the Convertible Senior Notes would be paid in cash. The impact of adoption was not material to earnings per diluted share.

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 its 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”). Accordingly, the impact of ASU 2020-04 on the Company's financial statements and related disclosures is not expected to be significant.

Supplier Finance Programs

In September 2022, the FASB issued ASU 2022-04, “Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program's nature, activity during the period, changes from period to period, and potential magnitude. The amendments in this ASU are effective for the first quarter of 2023, except for the amendment on roll-forward information, which is effective for the first quarter of 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this accounting standard will have on its financial disclosures.

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Earnings Per Common Share

9 Months Ended

Oct. 29, 2022

Earnings Per Share [Abstract]

Earnings Per Common Share

Earnings Per Common Share

Basic earnings per common share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed based on the weighted average number of shares of common stock outstanding, plus the effect of dilutive potential common shares, which include shares the Company could be obligated to issue from its Convertible Senior Notes and warrants, and stock-based awards, such as stock options and restricted stock. Dilutive potential common shares are excluded from the computation of earnings per share if their effect is anti-dilutive.

For all periods presented, dilutive potential common shares for the Company’s stock-based awards and warrants were determined using the treasury stock method. For the 13 and 39 weeks ended October 30, 2021, the dilutive effect of the Convertible Senior Notes was calculated using the treasury stock method; however, upon the adoption of ASU 2020-06, the Company was required to calculate diluted earnings per common share using the if-converted method, which was applied to the 13 and 39 weeks ended October 29, 2022. See Note 1 – Description of Business and Basis of Presentation for further discussion.

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

	13 Weeks Ended				39 Weeks Ended
	October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Numerator:
Numerator for basic earnings per common share - Net income	$	228,456	$	316,513	$	807,517	$	1,173,778
Effect of dilutive securities
Interest expense associated with Convertible Senior Notes, net of tax	8,472		—		24,673		—
Numerator for diluted earnings per common share - Net income after the effect of dilutive securities	$	236,928	$	316,513	$	832,190	$	1,173,778
Denominator:
Weighted average common shares outstanding - basic	77,789		83,537		76,527		84,266
Dilutive effect of stock-based awards	5,120		6,791		5,357		6,498
Dilutive effect of warrants	4,947		10,542		6,754		7,988
Dilutive effect of Convertible Senior Notes	8,825		12,794		13,262		10,896
Weighted average common shares outstanding - diluted	96,681		113,664		101,900		109,648
Earnings per common share:
Basic	$	2.94	$	3.79	$	10.55	$	13.93
Diluted	$	2.45	$	2.78	$	8.17	$	10.70
Stock-based awards excluded from diluted shares	—		1		185		55

The dilutive effect of the Convertible Senior Notes included 6.2 million and 12.8 million shares for the 13 weeks ended October 29, 2022 and October 30, 2021, respectively, and 8.9 million and 10.9 million shares for the 39 weeks ended October 29, 2022 and October 30, 2021, 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 for any periods presented. In addition, the dilutive effect of the Convertible Senior Notes for the 13 and 39 weeks ended October 29, 2022 included approximately 2.6 million and 4.4 million shares, respectively, related to the principal amount of the Convertible Senior Notes, which the Company intends to settle in cash.

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Fair Value Measurements

9 Months Ended

Oct. 29, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Accounting Standard Codification (“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.

Recurring

The Company measures its 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 of October 29, 2022, January 29, 2022 and October 30, 2021, the fair value of the Company’s deferred compensation plans was $128.8 million, $150.8 million, and $150.7 million, respectively, as determined by quoted prices in active markets.

The Company discloses the fair value of its senior notes due 2032 and 2052 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):

	October 29, 2022				January 29, 2022				October 30, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Senior notes due 2032	$	742.2	$	571.7	$	741.7	$	733.1	$	—	$	—
Senior notes due 2052	$	739.9	$	461.4	$	739.7	$	711.3	$	—	$	—
Convertible Senior Notes	$	152.0	$	559.5	$	449.3	$	2,016.3	$	441.2	$	2,188.0

Prior to the adoption of ASU 2020-06, the carrying value of the Convertible Senior Notes excluded amounts classified within additional paid-in capital and any unamortized discounts as of January 29, 2022 and October 30, 2021. See Note 1 – Description of Business and Basis of Presentation for further information.

Due to their short-term nature, the fair value of cash and cash equivalents, accounts receivable, accounts payable and certain other liabilities approximated their carrying values at October 29, 2022, January 29, 2022, and October 30, 2021.

Nonrecurring

Assets and liabilities recognized or disclosed at fair value on a nonrecurring basis may include property and equipment, operating lease assets, 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.

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Leases

9 Months Ended

Oct. 29, 2022

Leases [Abstract]

Leases

Leases

The Company leases substantially all of its stores, three of its distribution centers and certain equipment under non-cancellable operating leases that expire at various dates through 2034. 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 are primarily for the payment of minimum annual rentals, costs of utilities, property taxes, maintenance, common areas and insurance.

Supplemental cash flow information related to operating leases for the 39 weeks ended October 29, 2022 and October 30, 2021 were as follows (in millions):

	39 Weeks Ended
	October 29, 2022		October 30, 2021
Cash paid for amounts included in the measurement of operating lease liabilities	$	499.2	$	511.8
Non-cash operating lease assets obtained in exchange for operating lease liabilities	$	325.3	$	273.6

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Convertible Senior Notes

9 Months Ended

Oct. 29, 2022

Debt Disclosure [Abstract]

Convertible Senior Notes

Convertible Senior Notes

Overview

In April 2020, the Company issued an aggregate $575.0 million of 3.25% Convertible Senior Notes due 2025, which included the full exercise of a $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 are scheduled to mature on April 15, 2025 and accrue interest at a rate of 3.25% per annum, payable semi-annually in arrears on April 15 and October 15.

As of October 29, 2022, the conversion rate for the Convertible Senior Notes was 30.9636, which represents a conversion price of $32.30 per share. The difference between the initial conversion rate and the conversion rate as of October 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.

Upon conversion, the Company may settle the Convertible Senior Notes for cash, shares of the Company’s common stock, or a combination thereof, at the Company’s option. 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 Senior Notes Exchanges

During fiscal 2022, the Company entered into agreements with certain holders of the Convertible Senior Notes to exchange $420.6 million in aggregate principal amount of the Convertible Senior Notes for a combination of cash and shares of the Company’s common stock in five separate transactions. The payments included all accrued and unpaid interest on the amounts exchanged. Concurrently with each of the exchange transactions during fiscal 2022, the Company entered into agreements with certain counterparties to terminate a proportionate amount of the convertible bond hedge and warrant agreements that were entered into by the Company in April 2020 in connection with the issuance of the Convertible Senior Notes, (collectively, the “Notes Exchanges”).

In connection with the Notes Exchanges, the Company recognized pre-tax non-cash inducement charges of approximately $8.8 million and $21.1 million during the 13 and 39 weeks ended October 29, 2022, respectively, which were recorded within interest expense on the Consolidated Statement of Income, paid a total of $420.6 million to noteholders to redeem the principal amount of the Convertible Senior Notes with a carrying value of $413.1 million, and issued approximately 7.8 million shares of the Company's common stock. Following the Notes Exchanges, $154.4 million aggregate principal amount of the Convertible Senior Notes remain outstanding at October 29, 2022. Approximately 4.8 million shares underlie the Convertible Senior Notes, the convertible bond hedge and the warrants at October 29, 2022.

Financial Statement Impacts

As discussed in Note 1 – Description of Business and Basis of Presentation, following the adoption of ASU 2020-06, the Convertible Senior Notes are recorded entirely as a liability. A summary of the composition of the net carrying value of the Convertible Senior Notes is as follows:

(in millions)	October 29, 2022		January 29, 2022		October 30, 2021
Principal	$	154.4	$	575.0	$	575.0
Debt discount and issuance fees	(2.4)		(125.7)		(133.8)
Carrying amount	$	152.0	$	449.3	$	441.2
Equity component (*)	N/A		$	160.7	$	160.7

(*) Included in additional paid-in capital on the Consolidated Balance Sheets as of January 29, 2022 and October 30, 2021.

During the 13 and 39 weeks ended October 29, 2022, the Company recognized $11.4 million and $33.3 million of interest expense related to the Convertible Senior Notes, or $8.5 million and $24.7 million, net of tax, respectively. Interest expense related to the Convertible Senior Notes included the aforementioned inducement charges and $0.4 million and $1.9 million of non-cash amortization of issuance fees during the 13 and 39 weeks ended October 29, 2022, respectively. During the 13 and 39 weeks ended October 30, 2021, the Company recognized $12.4 million and $36.7 million of interest expense related to the Convertible Senior Notes, of which $7.7 million and $22.7 million, respectively, was attributed to non-cash amortization of the debt discount and issuance fees.

At October 29, 2022, the stock price conditions under which the Convertible Senior Notes could be convertible at the holders’ option were met. The Company has not received any material conversion requests through the filing date of this Form 10-Q. Because the closing price of the Company’s common stock of $116.23 at the end of the current quarter exceeded the conversion price of $32.30, the if-converted value exceeded the principal amount outstanding of the Convertible Senior Notes by approximately $401.4 million at October 29, 2022.

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Subsequent Event	9 Months Ended
	Oct. 29, 2022
Subsequent Events [Abstract]
Subsequent Event	Subsequent EventOn November 21, 2022, the Company's Board of Directors authorized and declared a quarterly cash dividend in the amount of $0.4875 per share on the Company's common stock and Class B common stock. The dividend is payable on December 30, 2022 to stockholders of record as of the close of business on December 9, 2022.

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Description of Business and Basis of Presentation (Policies)

9 Months Ended

Oct. 29, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Recently Adopted Accounting Pronouncements / Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncement

Convertible Instruments

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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, under which the Company must assume that any conversion of its convertible senior notes due 2025 (the “Convertible Senior Notes”) will be satisfied entirely in common stock.

The Company adopted ASU 2020-06 on the first day of fiscal 2022 using the modified retrospective approach, which resulted in the following adjustments to the Consolidated Balance Sheet (in millions):

	Last Day of Fiscal 2021		Adoption of ASU 2020-06		First Day of Fiscal 2022
Balance sheet line item
Convertible senior notes due 2025	$	449.3	$	114.0	$	563.3
Net deferred tax assets	$	35.0	$	29.3	$	64.3
Additional paid-in capital	$	1,488.8	$	(119.0)	$	1,369.8
Retained earnings	$	3,956.6	$	34.2	$	3,990.8

Following the adoption of ASU 2020-06, the embedded conversion feature of the Convertible Senior Notes is no longer separately presented within stockholders’ equity, eliminating the non-cash debt discount. Accordingly, the Company’s effective interest rate on the Convertible Senior Notes decreased from 11.6% to 3.9% upon adoption, resulting in a $20.1 million reduction in non-cash interest expense for the 39 weeks ended October 29, 2022 as compared to the same prior year period. The Company anticipates that fiscal 2022 earnings will not include $27.4 million of pre-tax non-cash interest expense that was incurred in fiscal 2021 as a result of the adoption of ASU 2020-06.

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 that the Convertible Senior Notes will be settled entirely in shares upon conversion. As of October 29, 2022, approximately 4.8 million shares underlie the Convertible Senior Notes, which provides the basis for earnings per diluted share. The Company used the treasury stock method prior to adoption of ASU 2020-06, which allowed the Company to assume that the principal amount of the Convertible Senior Notes would be paid in cash. The impact of adoption was not material to earnings per diluted share.

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 its 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”). Accordingly, the impact of ASU 2020-04 on the Company's financial statements and related disclosures is not expected to be significant.

Supplier Finance Programs

In September 2022, the FASB issued ASU 2022-04, “Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program's nature, activity during the period, changes from period to period, and potential magnitude. The amendments in this ASU are effective for the first quarter of 2023, except for the amendment on roll-forward information, which is effective for the first quarter of 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this accounting standard will have on its financial disclosures.

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Description of Business and Basis of Presentation (Tables)

9 Months Ended

Oct. 29, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Accounting Standards Update and Change in Accounting Principle

The Company adopted ASU 2020-06 on the first day of fiscal 2022 using the modified retrospective approach, which resulted in the following adjustments to the Consolidated Balance Sheet (in millions):

	Last Day of Fiscal 2021		Adoption of ASU 2020-06		First Day of Fiscal 2022
Balance sheet line item
Convertible senior notes due 2025	$	449.3	$	114.0	$	563.3
Net deferred tax assets	$	35.0	$	29.3	$	64.3
Additional paid-in capital	$	1,488.8	$	(119.0)	$	1,369.8
Retained earnings	$	3,956.6	$	34.2	$	3,990.8

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Earnings Per Common Share (Table)

9 Months Ended

Oct. 29, 2022

Earnings Per Share [Abstract]

Schedule of the computations for basic and diluted earnings per common share

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

	13 Weeks Ended				39 Weeks Ended
	October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Numerator:
Numerator for basic earnings per common share - Net income	$	228,456	$	316,513	$	807,517	$	1,173,778
Effect of dilutive securities
Interest expense associated with Convertible Senior Notes, net of tax	8,472		—		24,673		—
Numerator for diluted earnings per common share - Net income after the effect of dilutive securities	$	236,928	$	316,513	$	832,190	$	1,173,778
Denominator:
Weighted average common shares outstanding - basic	77,789		83,537		76,527		84,266
Dilutive effect of stock-based awards	5,120		6,791		5,357		6,498
Dilutive effect of warrants	4,947		10,542		6,754		7,988
Dilutive effect of Convertible Senior Notes	8,825		12,794		13,262		10,896
Weighted average common shares outstanding - diluted	96,681		113,664		101,900		109,648
Earnings per common share:
Basic	$	2.94	$	3.79	$	10.55	$	13.93
Diluted	$	2.45	$	2.78	$	8.17	$	10.70
Stock-based awards excluded from diluted shares	—		1		185		55

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Fair Value Measurements (Tables)

9 Months Ended

Oct. 29, 2022

Fair Value Disclosures [Abstract]

Schedule of carrying values and estimated fair values of debt instruments

The Company discloses the fair value of its senior notes due 2032 and 2052 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):

	October 29, 2022				January 29, 2022				October 30, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Senior notes due 2032	$	742.2	$	571.7	$	741.7	$	733.1	$	—	$	—
Senior notes due 2052	$	739.9	$	461.4	$	739.7	$	711.3	$	—	$	—
Convertible Senior Notes	$	152.0	$	559.5	$	449.3	$	2,016.3	$	441.2	$	2,188.0

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Leases (Table)

9 Months Ended

Oct. 29, 2022

Leases [Abstract]

Other information related to operating leases

Supplemental cash flow information related to operating leases for the 39 weeks ended October 29, 2022 and October 30, 2021 were as follows (in millions):

	39 Weeks Ended
	October 29, 2022		October 30, 2021
Cash paid for amounts included in the measurement of operating lease liabilities	$	499.2	$	511.8
Non-cash operating lease assets obtained in exchange for operating lease liabilities	$	325.3	$	273.6

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Convertible Senior Notes (Table)

9 Months Ended

Oct. 29, 2022

Debt Disclosure [Abstract]

Summary of the principal, unamortized debt discount including debt issuance costs, and net carrying value of the liability component of the Convertible Senior Notes

As discussed in Note 1 – Description of Business and Basis of Presentation, following the adoption of ASU 2020-06, the Convertible Senior Notes are recorded entirely as a liability. A summary of the composition of the net carrying value of the Convertible Senior Notes is as follows:

(in millions)	October 29, 2022		January 29, 2022		October 30, 2021
Principal	$	154.4	$	575.0	$	575.0
Debt discount and issuance fees	(2.4)		(125.7)		(133.8)
Carrying amount	$	152.0	$	449.3	$	441.2
Equity component (*)	N/A		$	160.7	$	160.7

(*) Included in additional paid-in capital on the Consolidated Balance Sheets as of January 29, 2022 and October 30, 2021.

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Description of Business and Basis of Presentation (Details) - USD ($) $ in Thousands, shares in Millions	9 Months Ended
	Oct. 29, 2022	Jan. 30, 2022	Jan. 29, 2022	Oct. 30, 2021
New Accounting Pronouncements or Change in Accounting Principle
Convertible senior notes due 2025	$ 152,006		$ 449,287	$ 441,186
Net deferred tax assets	58,945		35,024	42,862
Additional paid-in capital	1,399,694		1,488,834	1,476,701
Retained earnings	$ 4,682,663		$ 3,956,602	$ 3,647,621
Convertible Senior Notes
New Accounting Pronouncements or Change in Accounting Principle
Interest rate, effective percentage			11.60%
Convertible Bond Hedge and Warrant Transactions
New Accounting Pronouncements or Change in Accounting Principle
Number of securities called by warrants or rights (in shares)	4.8
Accounting Standards Update 2020-06
New Accounting Pronouncements or Change in Accounting Principle
Pre-Tax non-cash interest expense excluded from earnings	$ 27,400
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06
New Accounting Pronouncements or Change in Accounting Principle
Convertible senior notes due 2025		$ 114,000
Net deferred tax assets		29,300
Additional paid-in capital		(119,000)
Retained earnings		34,200
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 | Convertible Senior Notes
New Accounting Pronouncements or Change in Accounting Principle
Reduction in non-cash interest expense for period presented	$ 20,100
Cumulative Effect, Period of Adoption, Adjusted Balance
New Accounting Pronouncements or Change in Accounting Principle
Convertible senior notes due 2025		563,300
Net deferred tax assets		64,300
Additional paid-in capital		1,369,800
Retained earnings		$ 3,990,800
Cumulative Effect, Period of Adoption, Adjusted Balance | Accounting Standards Update 2020-06 | Convertible Senior Notes
New Accounting Pronouncements or Change in Accounting Principle
Interest rate, effective percentage		3.90%

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Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Oct. 29, 2022	Jul. 30, 2022	Apr. 30, 2022	Oct. 30, 2021	Jul. 31, 2021	May 01, 2021	Oct. 29, 2022	Oct. 30, 2021
Earnings Per Share [Abstract]
Net income	$ 228,456	$ 318,502	$ 260,559	$ 316,513	$ 495,509	$ 361,756	$ 807,517	$ 1,173,778
Interest expense associated with Convertible Senior Notes, net of tax	8,472			0			24,673	0
Numerator for diluted earnings per common share - Net income after the effect of dilutive securities	$ 236,928			$ 316,513			$ 832,190	$ 1,173,778
Weighted average common shares outstanding - basic (in shares)	77,789			83,537			76,527	84,266
Dilutive effect of stock-based awards (in shares)	5,120			6,791			5,357	6,498
Dilutive effect of warrants (in shares)	4,947			10,542			6,754	7,988
Dilutive effect of Convertible Senior Notes (in shares)	8,825			12,794			13,262	10,896
Weighted average common shares outstanding - diluted (in shares)	96,681			113,664			101,900	109,648
Earnings per common share (in dollars per share) - basic	$ 2.94			$ 3.79			$ 10.55	$ 13.93
Earnings per common share (in dollars per share) - diluted	$ 2.45			$ 2.78			$ 8.17	$ 10.70
Stock-based awards excluded from diluted shares
Dilutive effect of Convertible Senior Notes (in shares)	8,825			12,794			13,262	10,896
Number of shares necessary to settle the principle amount of the Company’s Convertible Senior Notes	2,600						4,400
Incremental common shares attributable to convertible debt, excluding principal	6,200			12,800			8,900	10,900
Share-based Payment Arrangement
Stock-based awards excluded from diluted shares
Stock-based awards excluded from diluted shares (in shares)	0			1			185	55

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Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions	Oct. 29, 2022	Jan. 29, 2022	Oct. 30, 2021
Level 1
Fair Value Measurements
Deferred compensation plan assets held in trust	$ 128.8	$ 150.8	$ 150.7

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Fair Value Measurements - Schedule of Carrying and Estimated Fair Value (Details) - USD ($) $ in Thousands	Oct. 29, 2022	Jan. 29, 2022	Oct. 30, 2021
Carrying Value
Convertible Senior Notes	$ 152,006	$ 449,287	$ 441,186
Senior notes	1,482,110	1,481,443	0
Fair Value, Recurring | Convertible Senior Notes
Carrying Value
Convertible Senior Notes	152,000	449,300	441,200
Fair Value, Recurring | Convertible Senior Notes | Level 2
Fair Value
Convertible Senior Notes	559,500	2,016,300	2,188,000
Fair Value, Recurring | Senior notes due 2032
Carrying Value
Senior notes	742,200	741,700	0
Fair Value, Recurring | Senior notes due 2032 | Level 2
Fair Value
Senior notes	571,700	733,100	0
Fair Value, Recurring | Senior notes due 2052
Carrying Value
Senior notes	739,900	739,700	0
Fair Value, Recurring | Senior notes due 2052 | Level 2
Fair Value
Senior notes	$ 461,400	$ 711,300	$ 0

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Leases (Details) $ in Thousands	9 Months Ended
	Oct. 29, 2022 USD ($) DistributionCenter	Oct. 30, 2021 USD ($)
Leases
Number of distribution centers leased | DistributionCenter	3
Additional renewal period	5 years
Cash paid for amounts included in the measurement of operating lease liabilities	$ 499,200	$ 511,800
Non-cash operating lease assets obtained in exchange for operating lease liabilities	$ 325,300	$ 273,600
Minimum
Leases
Initial tenure of operating leases	10 years
Maximum
Leases
Initial tenure of operating leases	15 years

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Convertible Senior Notes - Narrative (Details) $ / shares in Units, shares in Millions		3 Months Ended		9 Months Ended
	Apr. 17, 2020 USD ($)	Oct. 29, 2022 USD ($) $ / shares shares	Oct. 30, 2021 USD ($)	Oct. 29, 2022 USD ($) item $ / shares Rate shares	Oct. 30, 2021 USD ($)	Jan. 29, 2022 USD ($)
Convertible Senior Notes
Number of Convertible Senior Notes Exchange Transactions | item				5
Amortization of deferred financing fees and debt discount				$ 3,558,000	$ 22,693,000
Closing price of the Company's common stock at the end of the third fiscal quarter in 2022 (in dollars per share) | $ / shares		$ 116.23		$ 116.23
Interest expense associated with Convertible Senior Notes, net of tax		$ 8,472,000	$ 0	$ 24,673,000	0
Principal paid in connection with exchange of convertible senior notes due 2025				$ 420,558,000	0
Convertible Senior Notes
Convertible Senior Notes
Principal	$ 575,000,000
Interest rate, stated percentage	3.25%
Over allotment option	$ 75,000,000
Proceeds from debt, net of issuance costs	557,600,000
Debt issuance costs	$ 17,400,000
Conversion ratio | Rate				3096.36%
Conversion price (in dollars per share) | $ / shares		$ 32.30		$ 32.30
Debt Instrument, Maturity Date	Apr. 15, 2025
First Quarter 2022, Exchanges Agreement
Convertible Senior Notes
Principal paid in connection with exchange of convertible senior notes due 2025				$ 420,600,000
Conversion options for Convertible Senior Notes
Convertible Senior Notes
Principal		$ 154,400,000	575,000,000.0	$ 154,400,000	575,000,000.0	$ 575,000,000.0
Conversion price (in dollars per share) | $ / shares		$ 32.30		$ 32.30
Interest expenses related to Convertible Senior Notes		$ 11,400,000	12,400,000	$ 33,300,000	36,700,000
Amortization of deferred financing fees and debt discount		400,000	$ 7,700,000	$ 1,900,000	$ 22,700,000
Amount in which the if-converted value exceeds the principal amount		$ 401,400,000
Convertible Bond Hedge and Warrant Transactions
Convertible Senior Notes
Number of securities called by warrants or rights (in shares) | shares		4.8		4.8
Notes Exchanges
Convertible Senior Notes
Inducement charge		$ 8,800,000		$ 21,100,000
Carrying value of Convertible Senior Notes exchanged		$ 413,100,000		$ 413,100,000
Net Shares Issued for the Note Exchanges | shares				7.8

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Convertible Senior Notes - Summary of the Composition of net carrying values of the liability and equity components of the Convertible Senior Notes (Details) - USD ($)	Oct. 29, 2022	Jan. 29, 2022	Oct. 30, 2021
Convertible Senior Notes
Carrying amount	$ 152,006,000	$ 449,287,000	$ 441,186,000
Convertible Senior Notes Due 2025
Convertible Senior Notes
Principal	154,400,000	575,000,000.0	575,000,000.0
Debt discount and issuance fees	(2,400,000)	(125,700,000)	(133,800,000)
Carrying amount	$ 152,000,000.0	449,300,000	441,200,000
Convertible Senior Notes Due 2025 | Additional Paid-In Capital
Convertible Senior Notes
Equity component		$ 160,700,000	$ 160,700,000

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Subsequent Event (Details) - Subsequent Event	Nov. 21, 2022 $ / shares
Common Stock
Subsequent Event
Dividend amount (in dollars per share)	$ 0.4875
Class B Common Stock
Subsequent Event
Dividend amount (in dollars per share)	$ 0.4875