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What changed in DICK'S SPORTING GOODS, INC.'s 10-K — 2025 vs 2026

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Paragraph-level year-over-year comparison of DICK'S SPORTING GOODS, INC.'s 2025 and 2026 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2026 report.

+286 added−260 removedSource: 10-K (2025-03-27) vs 10-K (2024-03-28)

Top changes in DICK'S SPORTING GOODS, INC.'s 2026 10-K

286 paragraphs added · 260 removed · 213 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWorld-Class Omni-Channel Operating Model We believe that when our athletes connect with the DICK’S Sporting Goods brand, they expect a seamless shopping experience, regardless of the manner in which they choose to shop with us. Like our athletes, we view retail as an omni-channel experience that seamlessly integrates our stores and online channels.
Biggest changeWith a strong product pipeline across performance and lifestyle footwear, combined with the success of our footwear experience, we plan to make strategic investments in marketing with a dedicated focus on footwear across our omni-channel platform. 5 Table of Contents Leveraging a Powerful Omni-channel Model and Accelerating Our eCommerce Channel We believe that when our athletes connect with the DICK’S Sporting Goods brand, they expect a seamless shopping experience, regardless of the manner in which they choose to shop with us.
Seasonality Our business is subject to seasonal influences, including the success of holiday selling season and the impact of unseasonable weather conditions. Although our highest sales and operating income results have historically occurred in the second and fourth fiscal quarters, our business has increasingly been less affected by seasonal fluctuations in recent years.
Seasonality Our business is subject to seasonal influences, including the success of the holiday selling season and the impact of unseasonable weather conditions. Although our highest sales and operating income results have historically occurred in the second and fourth fiscal quarters, our business has increasingly been less affected by seasonal fluctuations in recent years.
Ms Lodge-Jarrett joined DICK’S Sporting Goods in 2020 as Senior Vice President - Chief People and Purpose Officer and leads the overall talent and culture strategy for DICK’S, while also overseeing the organization’s philanthropy efforts through the DICK’S Foundation and Sports Matter Initiatives. Prior to joining DICK’S Sporting Goods, Ms.
Lodge-Jarrett joined DICK’S Sporting Goods in 2020 as Senior Vice President - Chief People and Purpose Officer and leads the overall talent and culture strategy for DICK’S, while also overseeing the organization’s philanthropy efforts through the DICK’S Foundation and Sports Matter Initiatives. Prior to joining DICK’S Sporting Goods, Ms.
Our benefits include, but are not limited to, medical, dental, vision, disability and life insurance, flexible paid time off programs covering parental and family leave, hybrid work arrangements, and a company-matched retirement savings 401(k) plan that vests immediately and is open for all teammates.
Our benefits include, but are not limited to, medical, dental, vision, disability and life insurance, flexible paid time off programs covering parental, caregiver and family leave, hybrid work arrangements, and a company-matched retirement savings 401(k) plan that vests immediately and is open for all teammates.
We include on the investor relations portion of our website (investors.dicks.com), free of charge, copies of our Annual and Quarterly Reports on Forms 10-K and 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
We include on the investor relations portion of our website ( www.investors.dicks.com ), free of charge, copies of our Annual and Quarterly Reports on Forms 10-K and 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Sliva held various leadership roles including President of Retail, Senior Vice President of Retail Operations, Senior Vice President/Territory Manager, District Manager, Customer Experience Director, General Manager and District Human Resources Manager. Vlad Rak became our Chief Technology Officer in April 2020. Prior to joining DICK'S Sporting Goods, Mr.
Sliva held various leadership roles including President of Retail, Senior Vice President of Retail Operations, Senior Vice President/Territory Manager, District Manager, Customer Experience Director, General Manager and District Human Resources Manager. Vlad Rak became our Executive Vice President - Chief Technology Officer in April 2020. Prior to joining DICK'S Sporting Goods, Mr.
We also provide opportunities for volunteerism and launched the Teammate Relief Fund to offer additional support to our teammates experiencing hardship. Training and Development We empower our teammates to develop their careers and provide tools that are necessary for them to reach their personal and professional goals.
We also provide opportunities for volunteerism and the Teammate Relief Fund to offer additional support to our teammates experiencing hardship. Training and Development We empower our teammates to develop their careers and provide tools that are necessary for them to reach their personal and professional goals.
In partnership with The DICK’S Sporting Goods Foundation, in 2014 we launched our Sports Matter initiative, a philanthropic effort singularly focused on supporting youth sports.
In partnership with The DICK’S Sporting Goods Foundation, in 2014 we launched our Sports Matter initiative, a philanthropic effort focused on supporting youth sports.
National brands We carry a wide variety of well-known brands, including but not limited to adidas, Asics, Brooks, Callaway Golf, Carhartt, Columbia, Easton, Hoka, Jordan, New Balance, Nike, On, Patagonia, Peloton, PING, Stanley, TaylorMade, The North Face, Titleist, Under Armour and Yeti.
National brands We carry a wide variety of well-known brands, including but not limited to adidas, Asics, Brooks, Callaway Golf, Carhartt, Columbia, Easton/Rawlings, Hoka, Jordan, New Balance, Nike, On, Patagonia, Peloton, PING, Stanley, TaylorMade, The North Face, Titleist, Under Armour, Wilson and Yeti.
During 2021, the DICK’S Sporting Goods Foundation entered into a long-term partnership with a public school district located outside of Pittsburgh, PA to help serve the needs of students, families and staff in the community and create access to holistic resources and programming to support their education and well-being.
During 2021, the DICK’S Sporting Goods Foundation entered into a long-term partnership with a public school district located outside of Pittsburgh, Pennsylvania to help serve the needs of students, families and staff in the community and create access to holistic resources and programming to support their education and well-being.
We are committed to equal pay for equal work independent of gender and race when establishing and maintaining wages. We achieved 100% female-to-male unadjusted median pay ratio in 2021 and have maintained that ratio through 2023. Safety, Health and Well-Being We are committed to ensuring the safety, health and well-being of our teammates.
We are committed to equal pay for equal work independent of gender and race when establishing and maintaining wages. We achieved 100% female-to-male unadjusted median pay ratio in 2021 and have maintained that ratio through 2024. Safety, Health and Well-Being We are committed to ensuring the safety, health and well-being of our teammates.
We have robust policies, procedures and training in place to ensure a safe environment across our organization, including a comprehensive crisis management plan that allows us to respond immediately to critical incidents involving people, company assets, our business or our reputation.
We have robust policies, procedures and training in place to maintain a safe environment across our organization, including a comprehensive crisis management plan that allows us to respond immediately to critical incidents involving people, company assets, our business or our reputation.
In addition to DICK’S Sporting Goods stores, we own and operate Golf Galaxy, Public Lands, Moosejaw and Going Going Gone! specialty concept stores and also offer our products online and through our mobile apps.
In addition to DICK’S Sporting Goods stores, we own and operate Golf Galaxy, Public Lands, and Going Going Gone! specialty concept stores and offer our products online and through our mobile apps.
We believe our store base gives us a competitive advantage over our online-only competitors, as our physical presence allows us to better serve our athletes by creating strong engagement through interactive in-store elements, offering the convenience of accepting in-store returns or exchanges and expediting fulfillment of eCommerce orders, the ability to place online orders in our stores if we are out of stock in the retail store, buy-online, pick-up in store, curbside pickup and return, and same-day delivery capabilities with Instacart or DoorDash, all while offering direct, live access to well-trained and knowledgeable teammates.
We believe our store base gives us a competitive advantage over our online-only competitors, as our physical presence allows us to better serve our athletes by creating strong engagement through interactive in-store elements, offering the convenience of accepting in-store returns or exchanges and expediting fulfillment of eCommerce orders, the ability to place online orders in our stores if we are out of stock in the retail store, one-hour in-store or curbside pickup, curbside returns, and same-day delivery capabilities with Instacart or DoorDash, all while offering direct, live access to well-trained and knowledgeable teammates.
Business Strategy Since 1948, our Company has believed that sports have the power to change lives, and we are committed to bringing this belief to life through our athlete experience, brand engagement, differentiated product, and most importantly, our teammates.
Business Strategy Since 1948, our Company has believed that sports have the power to change lives, and we are committed to bringing this belief to life through our strategic pillars of athlete experience, differentiated product, brand engagement, and most importantly, our teammates.
We have also entered into licensing agreements for brands that we do not own, which provide for exclusive and/or non-exclusive rights to use names such as “adidas” (football), “Cobra” (golf), “Lotto” (soccer equipment, footwear, socks), “Marucci” (baseball) and “Prince” (tennis) for specified product categories or certain products and, in some cases, specified sales channels.
We have also entered into licensing agreements for brands that we do not own, which provide for exclusive and/or non-exclusive rights to use names such as “adidas” (football), “Cobra” (golf), “Lotto” (soccer and pickleball), “Marucci” (baseball) and “Prince” (tennis) for specified product categories or certain products and, in some cases, specified sales channels.
Hobart worked in commercial banking for JP Morgan Chase and Wells Fargo Bank. In addition, Ms. Hobart joined the Board of Directors of Marriott International, Inc. (NASDAQ: MAR) on March 15, 2023. Ms. Hobart also served as a member of the Board of Directors of YUM! Brands, Inc.
Hobart worked in commercial banking for JP Morgan Chase and Wells Fargo Bank. In March 2023, Ms. Hobart joined the Board of Directors of Marriott International, Inc. (NASDAQ: MAR). Ms. Hobart also served as a member of the Board of Directors of YUM! Brands, Inc.
Driven by this common purpose and our commitment to all athletes, our mission is to: • Create an environment where passionate and skilled teammates thrive; • Create and build leading brands that serve and inspire athletes; • Make a lasting impact on communities through sport; and • Deliver shareholder value through growth and relentless improvement.
Driven by this common purpose and our commitment to all athletes, our mission is to: • Create an inclusive environment where all teammates can thrive; • Create and build leading brands that serve and inspire athletes; • Make a lasting impact on communities through sport; and • Deliver shareholder value through growth and relentless improvement.
In addition, we operate Going Going Gone! and Warehouse Sale stores, through which we are able to improve our clearance optimization through the consolidation of clearance inventory for omni-channel selling opportunities to better serve our value athletes.
In addition, we operate Going Going Gone! stores, through which we are able to improve our clearance optimization through the consolidation of clearance inventory for omni-channel selling opportunities to better serve our value athletes.
Ensuring our compliance with these various laws and regulations, and keeping abreast of changes to the legal and regulatory landscape present in our industry, may cause us to expend considerable resources. For additional information, refer to risk factors within Item IA. “Risk Factors”.
Maintaining our compliance with these various laws and regulations, and keeping abreast of changes to the legal and regulatory landscape present in our industry, may cause us to expend considerable resources. For additional information, refer to risk factors within Item 1A. “Risk Factors”.
Baran 45 Senior Vice President - General Counsel and Corporate Secretary Edward W. Stack is our Executive Chairman. From 1984 to January 2021, Mr. Stack served as our Chairman and Chief Executive Officer taking over operation of the Company after his father and our founder, Richard “Dick” Stack, retired from our then two-store chain. Mr.
Baran 46 Senior Vice President - General Counsel and Corporate Secretary 10 Table of Contents Edward W. Stack is our Executive Chairman. From 1984 to January 2021, Mr. Stack served as our Chairman and Chief Executive Officer taking over operation of the Company after his father and our founder, Richard “Dick” Stack, retired from our then two-store chain. Mr.
Vertical brands Our vertical brands include brands that we own across hardlines and softlines and are available exclusively in our stores and online such as Alpine Design, CALIA, DSG, ETHOS, Fitness Gear, MAXFLI, Nishiki, Quest, Top-Flite, VRST, and Walter Hagen, as well as brands that we license from third parties including adidas (football), Cobra (golf), Marucci (baseball), Lotto (soccer equipment, footwear, socks), and Prince (tennis).
Vertical brands Our vertical brands include brands that we own across hardlines and softlines and are available exclusively in our stores and online such as Alpine Design, CALIA, DSG, ETHOS, Fitness Gear, MAXFLI, Nishiki, Quest, Tommy Armour, Top-Flite, VRST and Walter Hagen, as well as brands that we license from third parties including adidas (football), Cobra (golf), Marucci (baseball), Lotto (soccer and pickleball) and Prince (tennis).
These brands offer high-quality, on-trend products to our athletes with compelling technical and performance attributes while providing differentiation in our merchandise assortment at higher gross margins as compared to sales of similar products from national brands. Collectively, our vertical brands are our second largest brand, representing $1.6 billion, or approximately 13%, of consolidated net sales in fiscal 2023.
These brands offer high-quality, on-trend products to our athletes with compelling technical and performance attributes while providing differentiation in our merchandise assortment at higher gross margins as compared to sales of similar products from national brands. Collectively, our vertical brands are our second largest vendor, representing $1.7 billion, or approximately 13%, of consolidated net sales in fiscal 2024.
In November 1997, we reincorporated as a Delaware corporation, and in April 1999 we changed our name to DICK’S Sporting Goods, Inc. 3 Table of Contents Our executive office is located at 345 Court Street, Coraopolis, Pennsylvania 15108 and our phone number is (724) 273-3400. Our website is located at dicks.com.
In November 1997, we reincorporated as a Delaware corporation, and in April 1999 we changed our name to DICK’S Sporting Goods, Inc. Our executive office is located at 345 Court Street, Coraopolis, Pennsylvania 15108 and our phone number is (724) 273-3400. Our website is located at www.dicks.com .
Information About Our Executive Officers The following table and accompanying narrative sets forth the name, age and business experience of our current Executive Officers as of March 15, 2024: Name Age Position Edward W. Stack 69 Executive Chairman Lauren R.
Information About Our Executive Officers The following table and accompanying narrative sets forth the name, age and business experience of our current Executive Officers as of March 15, 2025: Name Age Position Edward W. Stack 70 Executive Chairman Lauren R.
Distribution and Customer Fulfillment We currently operate five regional distribution centers which enable us to supply stores with merchandise, and in 2024 we plan to begin construction on a new regional distribution center that we expect to open in 2026.
Distribution and Customer Fulfillment We currently operate five regional distribution centers that enable us to supply stores with merchandise, and in 2024 we began construction on a new regional distribution center in Texas that we plan to open in 2026.
Retail Stores Our DICK’S Sporting Goods, Golf Galaxy and other specialty concept stores, including Public Lands, are designed to create an exciting and interactive shopping environment for the sporting enthusiast that highlights our extensive product assortments and value-added services.
Retail Stores Our DICK’S Sporting Goods and Golf Galaxy stores are designed to create an exciting and interactive shopping environment for the sporting enthusiast that highlights our extensive product assortments and value-added services.
As of February 3, 2024, we operated 724 DICK’S Sporting Goods locations across the United States, serving and inspiring our customers, whom we refer to as athletes, to achieve their personal best through interactions with our dedicated employees, whom we refer to as our teammates, in-store experiences and unique specialty shop-in-shops.
As of February 1, 2025, we operated 723 DICK’S Sporting Goods locations across the United States, serving and inspiring our customers, whom we refer to as athletes, to achieve their personal best through interactions with our dedicated employees, whom we refer to as our teammates, in-store services and unique specialty shop-in-shops.
Currently, we have return-to-store capabilities for online orders, the ability to place online orders in our stores if we are out of stock in the retail store, buy-online, pick-up in store, and curbside pickup and return capabilities.
Currently, we have return-to-store capabilities for online orders, the ability to place online orders in our stores if we are out of stock in the retail store, one-hour in-store or curbside pickup, and curbside pickup return capabilities.
Lodge-Jarrett spent more than 21 years at Ford Motor Company where she held roles that included Chief Talent Officer; Chief Learning Officer; and HR VP, Greater China. Ray Sliva became our Executive Vice President - Stores, in January 2023. Prior to joining DICK’S Sporting Goods, Mr.
Lodge-Jarrett spent more than 21 years at Ford Motor Company where she held roles that included Chief Talent Officer; Chief Learning Officer; and HR VP, Greater China. Raymond A. Sliva became our Executive Vice President - Stores, in January 2023. Mr.
We believe we are creating the future of retail through our DICK’S House of Sport stores, which are built around experience, service, community and product. These stores provide experiential destinations for our athletes, drive strong engagement with our key brand partners, and continue to set us apart as a clear market leader within the sporting goods industry.
Our DICK’S House of Sport stores, which are built around experience, service, community and product, provide highly experiential destinations for our athletes, and drive strong engagement with our key brand partners, which we believe sets us apart as a clear market leader within the sporting goods industry.
Our websites also give us the ability to ship online orders from our retail locations, which reduces delivery times for online orders and improves inventory productivity and availability. Merchandising and Purchasing During fiscal 2023, we purchased merchandise from approximately 1,500 vendors, with Nike, our largest vendor, representing approximately 24% of our merchandise purchases.
Our websites also give us the ability to ship online orders from our retail locations, which reduces delivery times for online orders and allows us to offer same-day delivery, and improves inventory productivity and availability. Merchandising and Purchasing During fiscal 2024, we purchased merchandise from approximately 1,400 vendors, with Nike, our largest vendor, representing approximately 25% of our merchandise purchases.
Additionally, in partnership with The DICK’S Sporting Goods Foundation, we established the Public Lands Fund in 2021, which provides grants to local and national non-profit organizations that protect and maintain public lands, break down the barriers of access to outdoor experiences, and improve inclusion and equity in the outdoors.
Additionally, in partnership with The DICK’S Sporting Goods Foundation, we established the Public Lands Fund in 2021, which provides grants to local and national non-profit organizations that support public lands and seek to break down the barriers of access to outdoor experiences so everyone can enjoy the outdoors.
In addition to retail, we are building the first and best place to experience youth sports with GameChanger, a premier live streaming, scoring and statistics mobile app for youth sports, offered through a software-as-a-service platform on a subscription basis.
Leading Youth Sports Technology In addition to evolving the athlete experience within retail, we believe we have the first and best place to experience youth sports with GameChanger, a premier live streaming, scoring and statistics mobile app for youth sports that is offered through a software-as-a-service platform on a subscription basis.
Proprietary Rights We have a number of service marks and trademarks registered with the United States Patent and Trademark Office, including various versions of the following: “Alpine Design”, “CALIA”, “DICK’S”, “DICK’S House of Sport”, “DICK’S Sporting Goods”, “DSG”, “ETHOS”, “Fitness Gear”, “GameChanger”, “Going Going Gone!”, “Golf Galaxy”, “The GolfWorks”, “MAXFLI”, “Monarch”, “Nishiki”, “Primed”, “Public Lands”, “Quest”, “ScoreCard”, “ScoreRewards”, “Top-Flite”, “VRST” and “Walter Hagen”.
However, results for any quarter are not necessarily indicative of the results that may be achieved for the fiscal year. 8 Table of Contents Proprietary Rights We have a number of service marks and trademarks registered with the United States Patent and Trademark Office, including various versions of the following: “Alpine Design”, “CALIA”, “DICK’S”, “DICK’S House of Sport”, “DICK’S Sporting Goods”, “DSG”, “ETHOS”, “Fitness Gear”, “GameChanger”, “Going Going Gone!”, “Golf Galaxy”, “The GolfWorks”, “MAXFLI”, “Monarch”, “Nishiki”, “Primed”, “Public Lands”, “Quest”, “ScoreCard”, “ScoreRewards”, “Tommy Armour”, “Top-Flite”, “VRST” and “Walter Hagen”.
Gupta held management roles at Sprint Nextel Corporation (now part of T-Mobile US, Inc.). Julie Lodge-Jarrett became our Executive Vice President - Chief People and Purpose Officer in March 2024.
Gupta held management roles at Sprint Nextel Corporation (now part of T-Mobile US, Inc.). In May 2024, Mr. Gupta joined the Board of Directors of Lowe’s Companies, Inc. (NYSE: LOW). Julie Lodge-Jarrett became our Executive Vice President - Chief People and Purpose Officer in March 2024. Ms.
None of our teammates are covered by a collective bargaining agreement. Wages and Benefits In addition to offering our teammates competitive salaries and wages, we offer comprehensive health and retirement benefits to eligible teammates, which typically include all full-time hourly and salaried teammates.
Wages and Benefits In addition to offering our teammates competitive salaries and wages, we offer comprehensive health and retirement benefits to eligible teammates, which typically include all full-time hourly and salaried teammates.
Hobart 55 President and Chief Executive Officer Navdeep Gupta 51 Executive Vice President - Chief Financial Officer Julie Lodge-Jarrett 48 Executive Vice President - Chief People and Purpose Officer Ray Sliva 50 Executive Vice President - Stores Vlad Rak 47 Executive Vice President - Chief Technology Officer Elizabeth H.
Hobart 56 President and Chief Executive Officer Navdeep Gupta 52 Executive Vice President - Chief Financial Officer Julie Lodge-Jarrett 49 Executive Vice President - Chief People and Purpose Officer Raymond A. Sliva 51 Executive Vice President - Stores Vlad Rak 48 Executive Vice President - Chief Technology Officer Elizabeth H.
We seek to expand our presence through the opening of new stores and believe that growing our store network and eCommerce business simultaneously will enable us to profitably grow the business by delivering an omni-channel shopping experience for our athletes.
Historically, we have opportunistically opened new stores in under-penetrated markets to expand our presence and believe that growing our store network and eCommerce business simultaneously will enable us to profitably grow the business by delivering an omni-channel shopping experience for our athletes.
We also provide tuition reimbursement programs for all eligible teammates to pursue a job-related degree at an accredited college or university, and we offer a part-time MBA program online in partnership with a local university.
We also provide tuition reimbursement programs for all eligible teammates to pursue a job-related degree at an accredited college or university and we offer a part-time MBA program online in partnership with a local university. Inclusion We are committed to creating a workplace environment and culture that supports, celebrates and honors each individual and to promoting inclusion for all teammates.
Since 2021, we have opened twelve DICK’S House of Sport stores, with plans to open eight additional stores in 2024. By the end of 2027, we plan to have 75 to 100 DICK’S House of Sport stores nationwide.
By the end of 2027, we plan to have 75 to 100 House of Sport stores nationwide. As of the end of 2024, we have opened 26 DICK’S Field House stores, with plans to open approximately 18 additional stores in 2025.
(now Travel & Leisure Co.). In April 2022, Mr. Rak joined the Board of Directors of Mastech Digital Inc (NYSEAMERICAN: MHH). 10 Table of Contents Elizabeth H. Baran became our Senior Vice President - General Counsel and Corporate Secretary in January 2024. Ms.
(now Travel & Leisure Co.). In April 2022, Mr. Rak joined the Board of Directors of Mastech Digital Inc (NYSEAMERICAN: MHH). Elizabeth H. Baran became our Senior Vice President - General Counsel and Corporate Secretary in January 2024. Ms. Baran joined DICK’S Sporting Goods in 2010 and has served in a variety of leadership roles throughout her tenure.
We compete with many retail formats, including large format sporting goods stores, traditional sporting goods stores, specialty stores, mass merchants and department stores, online retailers, and vendors selling directly to consumers through retail stores and online.
Competition The competition among retailers that sell sporting goods is highly fragmented, intensely competitive and continually evolving. We compete with many retail formats, including large format sporting goods stores, traditional sporting goods stores, specialty stores, mass merchants and department stores, online retailers, and vendors selling directly to consumers through retail stores and online.
Stack joined his father's business full-time in 1977 and in 1984 became President and Chief Executive Officer of the then two-store chain.
Stack, our Executive Chairman, opened his original bait and tackle store in Binghamton, New York. Edward W. Stack joined his father's business full-time in 1977 and in 1984 became President and Chief Executive Officer of the then two-store chain.
Approximately three-quarters of our DICK’S Sporting Goods stores will be up for lease renewal at our option over the next five years, which provides us with the opportunity to relocate, close, or renegotiate lease terms for these stores.
Approximately three-quarters of our DICK’S Sporting Goods stores will be up for lease renewal at our option over the next five years, which provides us with the opportunity to relocate, close, or renegotiate lease terms for these stores. eCommerce Through our websites and mobile apps, we seek to provide our athletes with in-depth product information and the ability to shop with us at any time.
We focus on those growth categories in which we believe an opportunity to gain market share exists. We support these growth categories with greater quantities of enthusiast product and improved presentation and in-stock positions. We deliver a multi-brand experience to our athletes through our strong partnerships with industry leading national brands and our vertical brand assortment.
We focus on those growth categories in which we believe an opportunity to gain market share exists. We support these growth categories with greater quantities of enthusiast product and improved presentation and in-stock positions.
We leverage the robust data in our database to enhance the athlete experience by engaging our athletes through digital marketing and providing them with personalized offers and communications. We also use data science to improve the speed at which we deliver products to our athletes through optimized order routing and to enhance our in-stock and merchandise availability positions.
We also use data science to improve the speed at which we deliver products to our athletes through optimized order routing and to enhance our in-stock and merchandise availability positions.
Additionally, we continue to leverage our omni-channel platform, fulfillment centers and our delivery partnership with FedEx, which have enabled us to provide our athletes with faster delivery times. We plan to continue investing in our athlete’s omni-channel experience to best serve the athlete whenever, wherever and however they want.
Additionally, we continue to leverage our omni-channel platform, fulfillment centers and our delivery partnership with FedEx, which have enabled us to provide our athletes with faster delivery times.
Since the establishment of the Sports Matter initiative, the Company and The DICK’S Sporting Goods Foundation have committed over $190 million to help thousands of youth sports teams and give more than two million young athletes across all 50 states the chance to play. 8 Table of Contents We also support The DICK’S Sporting Goods Foundation in expanding economic opportunities in local communities through programs established for education and the outdoors.
Since the establishment of the Sports Matter initiative, the Company and The DICK’S Sporting Goods Foundation have committed over $200 million to help thousands of youth sports teams and give more than two million young athletes across all 50 states the chance to play.
The following table sets forth the approximate percentage of our sales attributable to the following categories for the fiscal years presented: Fiscal Year Category 2023 2022 2021 Hardlines (1) 38 % 40 % 44 % Apparel 33 % 34 % 34 % Footwear (2) 26 % 24 % 21 % Other (3) 3 % 2 % 1 % Total 100 % 100 % 100 % (1) Includes items such as sporting goods equipment, fitness equipment, golf equipment and fishing gear.
We do not have long-term purchase contracts with any of our vendors; all of our purchases from vendors are made on a short-term purchase order basis. 7 Table of Contents The following table sets forth the approximate percentage of our sales attributable to the following categories for the fiscal years presented: Fiscal Year Category 2024 2023 2022 Hardlines (1) 36 % 38 % 40 % Apparel 33 % 33 % 34 % Footwear (2) 28 % 26 % 24 % Other (3) 3 % 3 % 2 % Total 100 % 100 % 100 % (1) Includes items such as sporting goods equipment, fitness equipment, golf equipment and fishing gear.
We believe our ability to showcase an entire brand portfolio is valued by our strategic partners, and our relationships with key brands provide access to wider, deeper and exclusive product offerings that provide authenticity and credibility to our athletes and that further differentiate us from our competitors, such as our transformed footwear assortment offered through premium full-service footwear decks, which we have in over 80% of our DICK’S locations as of the end of 2023.
We believe our ability to showcase an entire brand portfolio is valued by our strategic partners, and our relationships with key brands provide access to wider, deeper and exclusive product offerings that provide authenticity and credibility to our athletes and that further differentiate us from our competitors.
We also launched our redesigned Golf Galaxy Performance Centers in 2021, which are equipped with Trackman golf technology and include an elevated staffing and service model to ensure our teammates become trusted advisors to golf enthusiasts of all levels.
Additionally, we are incorporating House of Sport learnings into our most typical 50,000 square foot DICK’S store, which we are calling our DICK’S Field House concept and we launched our redesigned Golf Galaxy Performance Center in 2021, which are equipped with Trackman ® golf technology and include an elevated staffing and service model to ensure our teammates become trusted advisors to golf enthusiasts of all levels.
Experiential in-store elements such as HitTrax ® batting cages, Trackman ® golf simulators and our premium full-service footwear decks inspire confidence in our athletes and reinforce the power of our expertise.
We provide a wide range of in-store support services and have incorporated experiential in-store elements, powered by technology, to provide an elevated experience for our athletes. Experiential in-store elements such as HitTrax ® batting cages, Trackman ® golf simulators and our premium full-service footwear decks inspire confidence in our athletes and reinforce the power of our teammates’ expertise.
Deepening Brand Relationships and Differentiated Product We carry a full range of products within each category, including premium items for the sports enthusiast.
We have opened 24 Golf Galaxy Performance Centers to date, and we plan to open approximately 14 locations in 2025. Deepening Brand Relationships and Differentiated Product We carry a full range of products within each category, including premium items for the sports enthusiast.
Baran was in private practice with Troutman Pepper as a corporate, securities and M&A attorney where her clients included professional sports teams, international manufacturing companies, private equity groups and non-profits.
She is responsible for leading the legal, compliance, risk, internal audit and sustainability functions. Prior to joining DICK’S, Ms. Baran was in private practice with Pepper Hamilton (now Troutman Pepper Locke) as a corporate, securities and M&A attorney where her clients included professional sports teams, international manufacturing companies, private equity groups and non-profits.
Data-Powered Technology Company We have an expansive dataset of over 160 million athletes who account for over 80% of total sales. This includes active members from our ScoreCard Rewards loyalty program. In 2019, we launched ScoreCard Gold, which provides our top-tier athletes with more ways to earn ScoreCard points and member-only benefits, including early access to sales and product launches.
Over 7 million of the athletes in our loyalty program are part of our ScoreCard Gold tier, which provides our top-tier athletes with more ways to earn ScoreCard points and member-only benefits, including early access to sale and product launches. These ScoreCard Gold members account for over 45% of our total sales.
In fiscal 2023, a pproximately 80% of online sales were fulfilled directly by our stores, which serve as localized points of distribution, and they enabled over 90% of our total sales through online fulfillment and in-person sales. 5 Table of Contents We continually improve the functionality and performance of our eCommerce sites and mobile app, which has included a faster and more convenient checkout process with new payment options, greater visibility and accuracy of delivery dates, improved pa ge responsiveness, enhanced integration of our ScoreCard loyalty program, new content development through our Pro Tips platform and localized website experiences.
We continually improve the performance and features of our digital platforms, which has included a faster and more convenient checkout process with new payment options, greater visibility and accuracy of delivery dates and improved pa ge responsiveness, enhanced integration of our ScoreCard loyalty program, new content development through our Pro Tips platform, localized website experiences and product launch reservations.
During 2023, our stores received over 90% of their merchandise through our distribution network; the remaining merchandise was shipped directly to our stores from our vendors.
During 2024, our stores received over 90% of their merchandise through our distribution network; the remaining merchandise was shipped directly to our stores from our vendors. We leverage our store and distribution center network, our dedicated eCommerce fulfillment center and direct shipping capabilities from our vendors to ensure merchandise delivery speed to our athletes and to minimize shipping costs.
We believe that through this mission and our four key strategic pillars of athlete experience, teammate experience, differentiated product and brand engagement, we can be the best sports company in the world.
We believe that through pursuit of this mission and commitment to our four key strategic pillars we can be the best sports company in the world. Repositioning Our Real Estate and Store Portfolio At DICK’S, we believe that our emphasis on an omni-channel athlete experience is fundamental to our growth and success.
The Teammate Relief Fund is available to all DICK’S teammates and is funded by DICK’S Sporting Goods and teammate donations. Human Capital Management As of February 3, 2024, we employed approximately 18,900 full-time and 36,600 part-time teammates. Total employment figures fluctuate throughout the year and typically peak during the fourth quarter in alignment with the holiday selling season.
The Teammate Relief Fund is available to eligible DICK’S teammates and is funded in part by DICK’S Sporting Goods, teammate, corporate and other individual donations. 9 Table of Contents Human Capital Management As of February 1, 2025, we employed approximately 18,600 full-time and 37,500 part-time teammates.
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. We celebrated our 75th anniversary as a Company in 2023 and are proud of our growth and accomplishments since our inception.
We also own and operate DICK’S House of Sport and Golf Galaxy Performance Center stores, as well as GameChanger, a youth sports mobile platform for live streaming, scheduling, communications and scorekeeping. We were founded and incorporated in 1948 in New York under the name Dick’s Clothing and Sporting Goods, Inc. when Richard “Dick” Stack, the father of Edward W.
Our stores remain at the core of our omni-channel platform.
Like our athletes, we view retail as an omni-channel experience that seamlessly integrates our stores and online channels. Our stores remain at the core of our omni-channel platform.
Social Responsibility In addition to our common purpose of creating confidence and excitement by inspiring, supporting and personally equipping all athletes to achieve their dreams, we are committed to supporting youth sports in local communities. We sponsor thousands of teams in various sports and support the philanthropic efforts of our private corporate foundation, The DICK’S Sporting Goods Foundation.
We sponsor thousands of teams in various sports and support the philanthropic efforts of our private corporate foundation, The DICK’S Sporting Goods Foundation. The DICK’S Sporting Goods Foundation maintains three focus areas which include our Sports Matter initiative, education and our Public Lands Fund.
No other vendor represented 10% or more of our fiscal 2023 merchandise purchases. We do not have long-term purchase contracts with any of our vendors; all of our purchases from vendors are made on a short-term purchase order basis.
No other vendor represented 10% or more of our fiscal 2024 merchandise purchases.
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We were founded and incorporated in 1948 in New York under the name Dick’s Clothing and Sporting Goods, Inc. when Richard “Dick” Stack, the father of Edward W. Stack, our Executive Chairman, opened his original bait and tackle store in Binghamton, New York. Edward W.
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We also provide our athletes with a compelling visual presentation of our differentiated assortment through these premium full-service footwear decks, along with our branded shops, House of Cleats footwear presentation and elevated soccer shops to enhance their experience. 4 Table of Contents We continue to innovate our omni-channel athlete experience and grow our business through new store prototypes, while incorporating key learnings into the rest of our chain.
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Strengthening and Evolving our Base At DICK’s, we are reimagining the athlete experience and believe that innovation in our omni-channel athlete experience is at the heart of our growth strategies. We provide a wide range of in-store support services and have incorporated experiential in-store elements, powered by technology, to provide what we believe is an elevated athlete experience.
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At the heart of our elevated omni-channel athlete experience is our ongoing work to reposition our store portfolio through DICK’S House of Sport, DICK’S Field House and Golf Galaxy Performance Center. Since 2021, we have opened 19 House of Sport stores, with plans to open approximately 16 additional stores in 2025.
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We also provide our athletes with compelling visual presentation of our differentiated assortment by showcasing our key partners’ brands through branded shops, our House of Cleats footwear presentation and our soccer shops, which feature enhanced in-store elements including an elevated cleat shop, an expanded selection of licensed jerseys and soccer trial cages in select locations, which are all supported by specially trained in-store soccer experts to help better serve our athletes.
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We believe that most athletes are looking for a multi-brand experience, which we offer through our strong partnerships with industry leading national brands and our vertical brand assortment.
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We equip our teammates with current technology to improve their productivity and enhance the athlete experience, including providing real-time product information, detailed product descriptions, inventory availability and alternative product recommendations as well as other metrics and communications while on the sales floor.
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Driving Continued Strong Growth In Footwear We have experienced sustained sales growth in our footwear category and believe that even with this success, we have an opportunity to gain additional share. Over the past decade, we have transformed our footwear experience through our premium, full-service footwear decks, which are now in approximately 90% of our store locations.
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To date, we have opened 14 Golf Galaxy Performance Centers and we plan to have approximately 40 to 50 of these stores by 2027, including ten additional stores in 2024. We continue to develop and test new store prototypes and concepts to grow our business, while incorporating key learnings into the rest of our chain.
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We also offer our House of Cleats, an enhanced footwear presentation that includes an elevated selection of soccer, baseball, football and other sports cleats.
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For example, our next generation 50,000 square foot DICK’S store incorporates key athlete insights that we’ve gained from our DICK’S House of Sport stores, including premium experiences, an elevated service model and enhanced visual expressions. 4 Table of Contents Incubating and Growing New Concepts In addition to innovating within our core business, we also incubate and grow new concepts.
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As these enhancements enable us to better service and appeal to our athletes, we believe that key brands recognize our ability to showcase their premium footwear for every sport, every athlete and every occasion and have provided us with premium product access.
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In 2021, we launched Public Lands, an omni-channel specialty concept for our outdoor athletes and in 2023, we acquired Moosejaw, a leading outdoor retailer, which we integrated with Public Lands to better serve the outdoor athlete in areas like bike, hike, paddle sports and camp.
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In fiscal 2024, over 80% of online sales were fulfilled directly by our stores, which serve as localized points of distribution, and they enabled over 90% of our total sales through online fulfillment and in-person sales. We are focused on building an enhanced service model across all our stores and eCommerce platforms.
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Our loyalty program has over 25 million active members who account for over 70% of total sales, which includes 7 million active Gold athletes who account for over 45% of total sales. Over the past three years, we’ve acquired over 20 million new athletes.
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We also equip our teammates with technology to help them personalize product recommendations as well as RFID technology to efficiently fulfill online orders and provide real-time product information to our athletes. We have a strong digital presence that drives engagement through our eCommerce sites and mobile apps.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur business depends on consumer discretionary spending, which can be adversely affected by many factors outside of the Company’s control, including general economic conditions, such as inflation; elevated interest rates and recessionary pressures; adverse changes in consumer disposable income; the reinstatement of student loan payments; consumer confidence and perception of economic conditions, including the instability in the banking sector; geopolitical conflicts (including the conflicts in the Ukraine and the Middle East) and the threat or outbreak of further conflicts, terrorism or public unrest; wage and unemployment levels; consumer debt and the costs of basic necessities and other goods; pandemics, epidemics, contagious disease outbreaks and other public health concerns, which may result in a d ecrease in athlete traffic, comparable store sales, and average value per transaction and might cause us to utilize pricing strategies that will have a negative impact on our gross margins, all of which could negatively affect the Company’s business, operations, liquidity, and financial results, particularly if consumer spending levels are depressed for a prolonged period of time.
Biggest changeOur business depends on consumer discretionary spending, which can be adversely affected by many factors outside of the Company’s control, including general economic conditions, such as inflation and/or prolonged inflationary pressures; elevated interest rates and recessionary pressures; adverse changes in consumer disposable income; consumer confidence and perception of economic conditions, including as a result of new and shifting economic policies; geopolitical conflicts (including the conflicts in the Ukraine and the Middle East) and the threat or outbreak of further conflicts, war, terrorism or public unrest; wage and unemployment levels; consumer debt and the rising costs of basic necessities and other goods; pandemics, epidemics, contagious disease outbreaks and other public health concerns.
Additional risks relating to our vertical brand offerings include increased potential product liability and product recalls for which we do not have third-party indemnification and contractual rights or remedies (including product safety concerns); increased reputational risks related to the responsible domestic and international sourcing of our vertical brand products; increased costs for labor or raw materials used to manufacture products; our ability to successfully protect our proprietary rights (e.g., defending against counterfeit or unauthorized goods); our ability to successfully navigate and avoid claims related to the proprietary rights of third parties; our ability to anticipate consumer trends and styles; and our ability to utilize talent and other generational advertising techniques to reach the relevant market specific to each vertical brand.
Additional risks relating to our vertical brand offerings include increased potential product liability and product recalls for which we do not have third-party indemnification or other contractual rights or remedies (including product safety concerns); increased reputational risks related to the responsible domestic and international sourcing of our vertical brand products; increased costs for labor or raw materials used to manufacture products; our ability to successfully protect our proprietary rights (e.g., defending against counterfeit or unauthorized goods); our ability to successfully navigate and avoid claims related to the proprietary rights of third parties; our ability to anticipate consumer trends and styles; and our ability to utilize talent and other generational advertising techniques to reach the relevant market specific to each vertical brand.
In those cases, we may not be able to locate suitable alternative sites or modify or enter into new leases on acceptable terms and we may need to increase reliance on our store network, third-party logistic fulfillment centers, our distribution centers, and vendors to help meet our fulfillment needs.
In those cases, we may not be able to locate suitable new or alternative sites or modify or enter into new leases on acceptable terms and we may need to increase reliance on our store network, third-party logistic fulfillment centers, our distribution centers, and vendors to help meet our fulfillment needs.
Consequently, our results may be adversely affected by those factors impacting transportation, including the price of fuel, slower transport times resulting from geopolitical conflicts (including the conflicts in Ukraine and the Middle East) and the threat or outbreak of further conflicts, terrorism or public unrest and other challenges impacting ocean trade routes, and the availability of aircraft, ships, trucks, trains, and qualified personnel to operate them.
Consequently, our results may be adversely affected by those factors impacting transportation, including the price of fuel, slower transport times resulting from geopolitical conflicts (including the conflicts in Ukraine and the Middle East) and the threat or outbreak of further conflicts, war, terrorism or public unrest and other challenges impacting ocean trade routes, and the availability of aircraft, ships, trucks, trains, and qualified personnel to operate them.
We develop and offer our athletes vertical brand products that represent approximately 13% of our overall sales, generally carry higher margins than equivalent national brand products, and are not available from other retailers. We expend considerable resources to develop new brands and continually seek to improve and expand our current vertical brand offerings.
We develop and offer our athletes vertical brand products that represent approximately 13% of our overall sales, generally carry higher margins than equivalent national brand products, and are not available from other retailers. We expend considerable resources to develop new brands and continually seek to improve and expand our vertical brand offerings.
A significant amount of our products are manufactured abroad, which subjects us to various international risks and costs, including foreign trade issues, currency exchange rate fluctuations, shipment delays and supply chain disruptions, and political instability, which could cause our sales and/or profitability to suffer.
A significant amount of our products are manufactured abroad, which subjects us to various international risks and costs, including foreign trade issues, tariffs, currency exchange rate fluctuations, shipment delays and supply chain disruptions, and political instability, which could cause our sales and/or profitability to suffer.
An inability to optimize this network or a disruption to the network, including delays or failures by independent third-party transportation providers, could cause us to lose merchandise, be unable to effectively deliver merchandise to our stores and athletes, and could adversely affect our financial condition and results of operations.
An inability to optimize this network or a disruption to the network, including delays or failures by independent third-party transportation providers, could cause us to lose merchandise, be unable to effectively and efficiently deliver merchandise to our stores and athletes, and could adversely affect our financial condition and results of operations.
Some of the federal, state or local laws and regulations that affect us include those relating to consumer products, product liability and consumer protection; eCommerce (including AI and machine learning); data protection and data usage; privacy (including new and emerging privacy laws); advertisement and marketing; labor and employment (including employee safety); taxes, including changes to tax rates and new taxes, tariffs, and surcharges; knives, food items or other regulated products; accounting, corporate governance and securities, including adequate disclosure; custom or import; intellectual property; and social, environmental and/or climate change, including programs, transparency and reporting.
Some of the federal, state or local laws and regulations that affect us include those relating to consumer products, product liability and consumer protection; eCommerce (including AI and machine learning); data protection and data usage; privacy (including new and emerging privacy laws); advertisement and marketing; labor and employment (including employee safety); taxes, including changes to tax rates and new taxes, tariffs, and surcharges; knives, food items or other regulated products; accounting, corporate governance and securities, including adequate disclosure and insider trading; custom or import; intellectual property; and social, environmental and/or climate change, including programs, transparency and reporting.
The ability to optimize our distribution and fulfillment network, which includes our distribution centers, eCommerce fulfillment center, and our stores that serve as forward distribution points, in a way that avoids disruptions and maximized efficiencies, is dependent on a variety of factors, many of which are beyond our control, including severe weather conditions, natural disasters, pandemics or other catastrophic events, problems with our information technology systems, labor or employee disagreements, supply chain disruptions or other shipping problems, and general economic and real estate conditions.
The ability to optimize our distribution and fulfillment network, which includes our distribution centers, eCommerce fulfillment center, and our stores that serve as forward distribution points, in a way that avoids disruptions and maximizes efficiencies, is dependent on a variety of factors, many of which are beyond our control, including severe weather conditions, natural disasters, pandemics or other catastrophic events, problems with our information technology systems, labor or employee disagreements, supply chain disruptions or other shipping problems, and general economic and real estate conditions.
Furthermore, the prevalence of social media and a constant, on-demand news cycle may accelerate and in the short-term increase the potential scope of any negative publicity we or others might receive and could increase the negative impact of these issues on our reputation, business, results of operations, and financial condition. 13 Table of Contents Our strategic plans and initiatives may initially result in a negative impact on our financial results, and such plans and initiatives may not achieve the desired results within the anticipated time frame or at all.
Furthermore, the prevalence of social media and a constant, on-demand news cycle may accelerate and in the short-term increase the potential scope of any negative publicity we or others might receive and could increase the negative impact of these issues on our reputation, business, results of operations, and financial condition. 14 Table of Contents Our strategic plans and initiatives may initially result in a negative impact on our financial results, and such plans and initiatives may not achieve the desired results within the anticipated time frame or at all.
Additionally, any new initiative is subject to certain risks, including athlete acceptance, competition, product differentiation, our ability to successfully implement technological initiatives, and the ability to attract and retain qualified personnel to support the initiative.
Additionally, any new initiative is subject to certain risks, including athlete and teammate acceptance, competition, product differentiation, our ability to successfully implement technological initiatives, and the ability to attract and retain qualified personnel to support the initiative.
We may not be able to maintain our existing distribution and fulfillment network if the cost of the facilities increases or the location of a facility is no longer desirable.
We may not be able to increase and/or maintain our existing distribution and fulfillment network if the cost of the facilities increases or the location of a facility is no longer desirable.
“Cybersecurity.” Although we have taken measures to protect our confidential information and that of our athletes, teammates, and others, and ensure business continuity, we may be unable to anticipate security incidents or implement adequate measures, as cyber threats and the techniques used in cyberattacks are changing, developing, and evolving rapidly, including from emerging technologies such as advanced forms of artificial intelligence (AI) and machine learning.
“Cybersecurity.” Although we have taken measures to protect our confidential information and that of our athletes, teammates, and others, and ensure business continuity, we may be unable to anticipate security incidents or implement adequate measures, as cyber threats and the techniques used in cyberattacks are changing, developing, and evolving rapidly, including from emerging technologies such as advanced forms of AI and machine learning.
Further, difficulties in moving products manufactured overseas through established trade routes and then through the ports of North America, whether due to ongoing geopolitical conflict or other global or regional conflicts, port congestion or inaccessibility, government shutdowns, labor disputes, product regulations and/or inspections, changes in laws or other factors, including natural disasters, or health pandemics, could negatively affect our business.
Further, difficulties in moving products manufactured overseas through established trade routes and then through the ports of North America, whether due to ongoing geopolitical conflict or other global or regional conflicts, changes in global economic policy, port congestion or inaccessibility, government shutdowns, labor disputes, product regulations and/or inspections, changes in laws or other factors, including natural disasters, or health pandemics, could negatively affect our business.
Although in fiscal 2023 purchases from no other vendor represented 10% or more of our total purchases, our dependence on suppliers involves risk. We might be unable to obtain merchandise that consumers demand in a timely manner if there are disruptions in our relationships with key suppliers, which could cause our revenue to materially decline.
Although in fiscal 2024 purchases from no other vendor represented 10% or more of our total purchases, our dependence on suppliers involves risk. We might be unable to obtain merchandise that consumers demand in a timely manner if there are disruptions in our relationships with key suppliers, which could cause our revenue to materially decline.
Our response to any such efforts could be perceived negatively and harm our business and reputation. 16 Table of Contents The loss of one or more of our key executives or the inability to successfully attract and retain executive officers or implement effective succession planning strategies could have a material adverse effect on our business.
Our response to any such efforts could be perceived negatively and harm our business and reputation. 17 Table of Contents The loss of one or more of our key executives or the inability to successfully attract and retain executive officers or implement effective succession planning strategies could have a material adverse effect on our business.
Our liquidity or access to capital could also be adversely affected by unforeseen changes in the financial markets and global economy. 20 Table of Contents Our indebtedness and liabilities could limit the cash flow available for our operations and we may not be able to generate sufficient cash to service all of our indebtedness.
Our liquidity or access to capital could also be adversely affected by unforeseen changes in the financial markets and global economy. 22 Table of Contents Our indebtedness and liabilities could limit the cash flow available for our operations and we may not be able to generate sufficient cash to service all of our indebtedness.
We may incur losses relating to claims filed against us, including costs associated with defending against such claims, and there is risk that any such claims or liabilities will exceed our insurance coverage, or affect our ability to retain adequate liability or workers’ compensation insurance in the future.
We may incur losses relating to claims filed against us, including costs associated with defending against such claims, and there is risk that any such claims or liabilities will exceed our insurance coverage, or affect our ability to retain adequate or cost-effective liability or workers’ compensation insurance in the future.
In addition, to the extent we use individual athletes to market our products and advertise our stores or we sell merchandise branded by one or more athletes, the retirement or injury of such athletes or scandals in which they might be implicated could negatively impact our financial results.
In addition, to the extent we use individual athletes to market our products and advertise our stores or we sell merchandise branded by one or more athletes, the retirement or injury of such athletes, negative publicity or scandals in which they might be implicated could negatively impact our financial results.
The loss of any one of our executive management, including our President & Chief Executive Officer, Lauren Hobart, or other key personnel could seriously harm our business. Additionally, effective succession planning for executive management and key personnel is vital to our long-term continued success.
The loss of any one of the members of our executive management team, including our President & Chief Executive Officer, Lauren Hobart, or other key personnel could seriously harm our business. Additionally, effective succession planning for executive management and key personnel is vital to our long-term continued success.
We may also experience shipment delays caused by shipping port constraints (including inaccessibility to or delays on vital trade routes), labor strikes, work stoppages, acts of war, terrorism and global conflicts, or other supply chain disruptions, including those caused by extreme weather due to climate change or otherwise, natural disasters, and pandemics and other public health concerns.
We may also experience shipment delays caused by shipping port constraints (including inaccessibility to or delays on vital trade routes), labor strikes, work stoppages, acts of war, terrorism and global conflicts, or other supply chain disruptions, including those caused by extreme weather due to changing climate conditions or otherwise, natural disasters, and pandemics and other public health concerns.
Furthermore, extreme weather conditions and natural disasters caused by climate change or otherwise and other catastrophic events in the areas in which our stores or distribution centers and fulfillment centers are located could negatively impact consumer shopping patterns, consumer confidence and disposable income, create interruptions to our business, or otherwise could have a negative effect on our financial performance.
Furthermore, extreme weather conditions and natural disasters caused by changing climate conditions or otherwise and other catastrophic events in the areas in which our stores, distribution centers and/or eCommerce fulfillment centers are located could negatively impact consumer shopping patterns, consumer confidence and disposable income, create interruptions to our business, or otherwise could have a negative effect on our financial performance.
Our long-term success and ability to implement our strategic and business planning processes depends on our ability to attract, retain, train and develop key and qualified teammates in all areas of the organization, including store managers and sales associates, teammates who staff our distribution centers, executive and management level talent, and professionals to implement our technology and other strategic initiatives.
Our long-term success and ability to implement our strategic and business planning processes depends on our ability to attract, retain, train and develop key and qualified teammates in all areas of the organization, including store managers and sales associates, teammates who staff our distribution centers, executive and management level talent, and professionals to implement our technology, digital, real estate and other strategic initiatives.
If any of these systems fail to function properly, it could disrupt our operations, including our ability to track, record and analyze the merchandise that we sell, process shipments of goods, process financial information or credit card transactions, deliver products or engage in similar normal business activities.
If any of these systems (or systems upon which any of these systems rely) fail to function properly, it could disrupt our operations, including our ability to track, record and analyze the merchandise that we sell, process shipments of goods, process financial information or credit card transactions, deliver products or engage in similar normal business activities.
Further, the ability of consumers to compare prices in real-time puts additional pressure on us to maintain competitive pricing. If we are unsuccessful in our varied marketing and advertising strategies, especially via online and social media platforms, we could lose athletes and our sales could decline.
Further, the ability of consumers to compare prices and product offerings in real-time puts additional pressure on us to maintain competitive pricing and product assortments. If we are unsuccessful in our varied marketing and advertising strategies, especially via online and social media platforms, we could lose athletes and our sales could decline.
Unexpected or increased costs or delays in development of the brand, excessive demands on management resources, legal or regulatory constraints, changes in consumer demands and shopping patterns regarding sporting goods, or a determination that consumer demand no longer supports the brand could cause us to curtail or abandon any of our new brands at any time, which could result in asset impairments and inventory write-downs.
Unexpected or increased costs or delays in development of a brand, excessive demands on management resources, legal or regulatory constraints, changes in consumer demands and shopping patterns regarding sporting goods and active lifestyle products, or a determination that consumer demand no longer supports a brand could cause us to curtail or abandon any of our new brands at any time, which could result in asset impairments and inventory write-downs.
We may remain liable for certain post-assignment or sublease obligations if the assignee, sublessee, or tenant, as applicable, does not perform. 14 Table of Contents Our business relies on our distribution and fulfillment network and our CSC.
We may remain liable for certain post-assignment or sublease obligations if the assignee, sublessee, or tenant, as applicable, does not perform. 15 Table of Contents Our business relies on our distribution and fulfillment network.
An inability to successfully respond to competitive pressures could have a material adverse effect on our results of operations or reputation.
An inability to otherwise successfully respond to competitive pressures could have a material adverse effect on our results of operations, reputation or profitability.
The price of fuel and demand for transportation services has fluctuated significantly in recent years and has resulted in increased transportation costs for us and our vendors. 11 Table of Contents Labor and employee shortages in the transportation industry could negatively affect transportation costs and our ability to supply our stores in a timely manner.
The price of fuel and demand for transportation services has fluctuated significantly in recent years and has resulted in increased transportation costs for us and our vendors. 12 Table of Contents Labor and employee shortages in the transportation industry could negatively affect transportation costs and our ability to supply our stores and deliver to our athletes in a timely manner.
A decline or discontinuation of these incentives could reduce or eliminate our profit margins. We are subject to costs and risks associated with laws and regulations affecting our business. We are subject to a wide array of laws and regulations that expose us to compliance and litigation risks that could negatively affect our operations and financial results.
A decline or discontinuation of these incentives could reduce our profit margins. 19 Table of Contents We are subject to costs and risks associated with laws and regulations affecting our business. We are subject to a wide array of laws and regulations that expose us to compliance and litigation risks that could negatively affect our operations and financial results.
Historically, our highest sales and operating income results have occurred during our second and fourth fiscal quarters, which is partly due to golf and team sports sales during the second quarter and partly due to the winter holiday season and our strong sales of cold weather sporting goods and apparel in the fourth quarter.
Historically, our highest sales and operating income results have occurred during our second and fourth fiscal quarters, which is due in part to golf and team sports sales and the back-to-school season during the second quarter, in part to the winter holiday season, and in part to our strong sales of cold weather sporting goods and apparel in the fourth quarter.
Any determination to pay cash dividends on our common stock in the future will be based upon our financial condition, results of operations, business requirements, and the continuing determination from our Board of Directors that the declaration of dividends is in the best interests of our stockholders and is in compliance with all laws and agreements applicable to the dividend.
Any determination to pay cash dividends or change the amount of our cash dividend on our common stock in the future will be based upon our financial condition, results of operations, business requirements, and the continuing determination from our Board of Directors that the declaration of dividends is in the best interests of our stockholders and complies with all laws and agreements applicable to the dividend.
Our information systems, including our back-up systems, are subject to damage or interruption from power outages; computer and telecommunications failures; malicious computer programs; denial-of-service attacks; security breaches (through cyberattacks from cyberattackers or sophisticated organizations or through negligent or intentional actions of teammates); catastrophic events; and usage errors by our teammates.
Our information systems, including our back-up systems, are subject to damage or interruption from power outages; incompatible, damaged or infected software updates; computer and telecommunications failures; malicious computer programs and ransomware; denial-of-service attacks; security breaches (through cyberattacks from cyberattackers or sophisticated organizations or through negligent or intentional actions of teammates); catastrophic events; and usage errors by our teammates.
In this and in other cases, our obligations under the indenture governing the Senior Notes could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that noteholders or holders of our common stock may view as favorable. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
In this and in other cases, our obligations under the indenture governing the Senior Notes could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that noteholders or holders of our common stock may view as favorable.
Risks Related to Third Parties and Legal and Regulatory Requirements We depend on our suppliers, distributors, and manufacturers to provide us with sufficient quantities of quality products in a timely fashion. In fiscal 2023, we purchased merchandise from approximately 1,500 vendors. Purchases from Nike represented approximately 24% of our total merchandise purchases.
Risks Related to Third Parties and Legal and Regulatory Requirements We depend on our suppliers, distributors and manufacturers to provide us with sufficient quantities of quality products in a timely fashion. In fiscal 2024, we purchased merchandise from approximately 1,400 vendors. Purchases from Nike represented approximately 25% of our total merchandise purchases.
However, poor performance during a quarter because of slow holiday seasons or unseasonable weather conditions, including unusually warm weather in the winter months or abnormally wet or cold weather in the spring or summer months, whether due to climate change or otherwise, could have a material adverse effect on our business, financial condition, and operating results for the entire fiscal year.
However, poor performance during a quarter because of slow holiday or back-to-school seasons or unseasonable weather conditions, including unusually warm weather in the winter months or abnormally wet or cold weather in the spring or summer months, could have a material adverse effect on our business, financial condition, and operating results for the entire fiscal year.
In addition, failure to comply with applicable requirements could subject us to fines, sanctions, governmental investigations, lawsuits, or reputational damage. Problems with our information systems could disrupt our operations and negatively impact our financial results and materially adversely affect our business operations.
In addition, failure to comply with applicable requirements could subject us to fines, sanctions, governmental investigations, lawsuits, or damage our reputation with customers and undermine customer trust. Problems with our information systems could disrupt our operations and negatively impact our financial results and materially adversely affect our business operations.
We have also included a variety of experiential opportunities in our current store concept offerings, such as climbing walls, fields, ice rinks, and other in-person activations.
We have also included a variety of experiential opportunities in our current store concept offerings, such as climbing walls, batting cages, fields, ice rinks, group fitness activities and other in-person activations.
Our focus on long-term strategic investments, including investments in our technology and other digital capabilities, (such as AI and machine learning), our eCommerce platform, improvements to the athlete experience in our stores and online, our supply chain, enhancements to our ScoreCard loyalty program, the continued development of our vertical brands and specialty store concepts, expansion of our real estate portfolio (including store remodels, experiential concepts and relocations), and improving teammate productivity through strategic talent investments and otherwise may require changes to our existing cost structure and/or significant capital investment and management attention at the expense of other business initiatives and may take longer than anticipated to achieve the desired return.
Our focus on long-term strategic investments, including investments in our technology and other digital capabilities (such as AI and machine learning), our eCommerce platform, our GameChanger platform, improvements to the athlete experience in our stores and online, our supply chain, enhancements to our ScoreCard loyalty program, the continued development of our vertical brands and specialty store concepts (including DICK’S House of Sport, DICK’S Field House and Golf Galaxy Performance Centers), expansion and re-positioning of our real estate portfolio (including grand openings, store remodels, experiential concepts and relocations), and improving teammate productivity through strategic talent investments, organizational re-alignment and otherwise may require changes to our existing cost structure and/or significant capital investment and management attention at the expense of other business initiatives and may take longer than anticipated to achieve the desired return or fail to achieve the desired return at all.
While we have no knowledge of any material data security breaches to date, any compromise of our data security could result in a violation of applicable cybersecurity and/or privacy laws or standards, significant legal and financial exposure beyond the scope or limits of our insurance coverage, interruption of our operations, increased operating costs associated with remediation, equipment acquisitions or disposal, added personnel, and a loss of confidence in our security measures, which could harm our business, athlete experience, reputation or investor confidence. 15 Table of Contents Further, the data privacy and cybersecurity regulatory environment is constantly changing, with new and increasingly rigorous and complex requirements.
Nonetheless, any future compromise of our data security could result in a violation of applicable cybersecurity and/or privacy laws or standards, significant legal and financial exposure beyond the scope or limits of our insurance coverage, interruption of our operations, increased operating costs associated with remediation, equipment acquisitions or disposal, added personnel, and a loss of confidence in our security measures, which could harm our business, athlete experience, reputation, customer or investor confidence and/or divert management attention. 16 Table of Contents Further, the data privacy and cybersecurity regulatory environment is constantly changing, with new and increasingly rigorous and complex requirements.
Risks Related to Our Class B Common Stock and Other Anti-Takeover Mechanisms We are controlled by holders of our Class B common stock, whose interests may differ from other stockholders. Holders of our Class B common stock, who consist of our Executive Chairman, Mr. Edward W.
We are controlled by holders of our Class B common stock, whose interests may differ from other stockholders. Holders of our Class B common stock, who consist of our Executive Chairman, Mr. Edward W.
Foreign imports subject us to risk relating to changes in import duties and quotas, the introduction of U.S. taxes on imported goods or the extension of U.S. income taxes on our foreign suppliers’ sales of imported goods through the adoption of destination-based income tax jurisdiction, loss of “most favored nation” status with the U.S., freight cost increases and economic and political uncertainties and conflict.
Foreign imports subject us to risk relating to changes in import duties and quotas, the introduction of U.S. taxes or tariffs (including tariffs recently enacted or that may be enacted in the future by the federal government or by other countries in response to U.S. tariffs) on imported goods or the extension of U.S. income taxes on our foreign suppliers’ sales of imported goods through the adoption of destination-based income tax jurisdiction, loss of “most favored nation” status with the U.S., freight cost increases and economic and political uncertainties and conflict.
Our effective income tax rates could be unfavorably impacted by several factors, including changes in the valuation of deferred tax assets and liabilities; other changes in applicable tax laws, regulations, treaties, interpretations, and other guidance, including the Inflation Reduction Act; changes in transfer pricing rules; and the outcome of income tax audits in various 19 Table of Contents jurisdictions.
Our effective income tax rates could be unfavorably impacted by several factors, including changes in the valuation of deferred tax assets and liabilities; other changes in applicable tax laws, regulations, treaties, interpretations, and other guidance, which changes may be more rapid under the federal government; changes in transfer pricing rules; and the outcome of income tax audits in various jurisdictions.
Our financial performance depends on our ability to grow our DICK’S House of Sport, next generation 50,000 square foot DICK'S and Golf Galaxy Performance Center stores. There is no assurance that we will be able to locate, and obtain control of, adequate desirable real estate to support such growth.
Our financial performance depends on our ability to grow our DICK’S House of Sport, DICK’S Field House and Golf Galaxy Performance Center stores. There is no assurance that we will be able to locate, and obtain control of, adequate desirable real estate that meets our criteria.
Maintaining our compliance with those requirements, including state and local consumer privacy laws and federal cybersecurity disclosure requirements, may require significant effort and cost, require changes to our business practices, and limit our ability to obtain data used to provide a personalized customer experience or other marketing and advertising.
Maintaining our compliance with those requirements, including state and local consumer privacy laws and federal cybersecurity disclosure requirements, may require significant effort and cost, require changes to our business practices, and limit our ability to collect and use data needed to enhance and personalize the customer experience or other marketing and advertising or to execute our strategic initiatives.
Issues that might pose a reputational risk include: an inability to provide an omni-channel experience that meets the expectations of consumers; failure of our cybersecurity measures to protect against data breaches; failure of our data governance and privacy programs to protect against data misuse; product liability, recalls, and boycotts; our handling of issues relating to environmental, social, and governance (“ESG”) matters, including our response to ESG matters and the perceived transparency (or lack thereof) regarding our progress toward certain ESG goals and initiatives and ultimately, whether we are able to meet our published ESG goals and initiatives; our social media activity; failure to comply with applicable laws and regulations (including those in other countries where we manufacture goods); our policies related to the sale of firearms and accessories; public stances on controversial social or political issues; product sponsorship relationships, including those with celebrity and athlete spokespersons, influencers and other partnerships or group affiliations; our real estate strategy and selection of new store openings or relocations; concerns surrounding labor, environmental, workplace safety and other practices that may vary from U.S. standards in any of our foreign manufacturers, whether directly or indirectly; and any of the other risks enumerated in these risk factors.
Issues that might pose a reputational risk include: an inability to provide an omni-channel experience that meets the expectations of consumers; failure of our cybersecurity measures to protect against data breaches, ransomware or other attacks or failure to adequately diagnose and disclose such breaches or attacks in accordance with applicable requirements; failure of our data governance and privacy programs to protect against data misuse or negative teammate or customer perceptions regarding the ways we collect and use data, or to maintain the legally required mechanisms for customers to access and make choices regarding their data; product liability, recalls, and boycotts; our handling of issues relating to our corporate responsibility matters and our responses thereto; our social media activity; failure to comply with applicable laws and regulations (including those in other countries where we manufacture goods); our policies related to the sale of firearms and accessories; public stances on controversial social or political issues; product sponsorship relationships, including those with celebrity and athlete spokespersons, influencers and other partnerships or group affiliations; our real estate strategy and selection of new store openings or relocations and new store concepts; concerns surrounding labor, environmental, workplace safety and other practices that may vary from U.S. standards in any of our foreign manufacturers, whether directly or indirectly; and any of the other risks enumerated in these risk factors.
It is uncertain whether or the extent to which these trends will continue and whether any future pandemic or similar public health event would have the same or similar impact. 12 Table of Contents Furthermore, ongoing supply chain challenges as a result of geopolitical conflicts in Ukraine and the Middle East, and other factors may make it difficult to obtain certain in-demand products.
It is uncertain whether or the extent to which these trends will continue. 13 Table of Contents Furthermore, ongoing supply chain challenges as a result of geopolitical conflicts in Ukraine and the Middle East, a rapidly evolving global economic policy landscape and other factors may make it difficult to obtain certain in-demand products.
We may incur losses due to lawsuits, including potential class actions, relating to our performance of background checks on firearms purchases and compliance with other sales laws and regulations as mandated by state and federal law and related to our policies on the sale of firearms and ammunition, or due to lawsuits relating to the improper use of firearms or ammunition sold by us, including lawsuits by municipalities or other organizations attempting to recover costs from manufacturers and retailers of firearms and ammunition.
We may incur losses due to lawsuits, including potential class actions, relating to our performance of background checks on firearms purchases and compliance with other sales laws and regulations as mandated by state and federal law and related to our policies on the sale of firearms and ammunition, or due to lawsuits relating to the improper use of firearms or ammunition sold by us, including lawsuits by municipalities or other organizations attempting to recover costs from manufacturers and retailers of firearms and ammunition. 20 Table of Contents Our inability or failure to protect our intellectual property rights or any third parties claiming that we have infringed on their intellectual property rights could negatively impact our brand or have a negative impact on our operating results.
Our business is also highly dependent on the shipping and trucking industry to deliver products to our distribution centers and our stores. Our results of operations may be adversely affected if we, or our vendors, are unable to secure adequate and timely transportation resources at competitive prices to fulfill our delivery schedules to our distribution centers or our stores.
Our results of operations may be adversely affected if we, or our vendors, are unable to secure adequate and timely transportation resources at competitive prices to fulfill our delivery schedules to our distribution centers, our eCommerce fulfillment centers, our stores or our athletes.
Our sales could decline significantly if we misjudge the market for our new merchandise, which may result in significant merchandise markdowns and lower margins, missed opportunities for other products, and inventory write-downs. Our vertical brand offerings and new specialty concept stores expose us to potential increased costs and certain additional risks.
Our sales could decline significantly if we misjudge the market for our new merchandise, which may result in significant merchandise markdowns and lower margins, missed opportunities for other products, and inventory write-downs.
The COVID-19 pandemic created a shift in consumer demand, resulting in an increase in demand in certain categories due to the renewed interest and perceived importance of health and fitness, participation in socially distant and outdoor activities, and a shift toward athletic apparel, athleisure, and active lifestyle products.
The COVID-19 pandemic created a shift in consumer demand, resulting in an increase in demand in certain categories, and a shift toward athletic apparel, athleisure, and active lifestyle products.
We have recently experienced, and may continue to experience elevated levels of inventory shrink relative to historical levels, which have adversely affected, and could continue to adversely affect, our business, results of operations and financial condition.
We have experienced, and may continue to experience, elevated levels of inventory shrink relative to historical levels, which have adversely affected, and could continue to adversely affect, our business, results of operations and financial condition. In addition, sustained high rates of inventory shrink at certain stores could impact the profitability of those stores and result in asset impairments.
We have also developed and may in the future develop and introduce new store concepts and formats or expand upon existing formats, which may require considerable resources, and there is no assurance that these initiatives will be successful.
We have also developed and may in the future develop and introduce new store concepts and formats or expand upon existing formats, including new store developments, relocations and remodels with respect to our DICK’S House of Sport stores, DICK’S Field House stores and Golf Galaxy Performance Centers, as well as improvements within our existing stores, which require considerable resources, and there is no assurance that these initiatives will be successful.
The unauthorized reproduction or other misappropriation of our intellectual property could diminish the value of our brands or goodwill and cause a decline in our revenue.
Effective trademark and other intellectual property protection may not be available in every country in which our products are manufactured or may be made available. The unauthorized reproduction or other misappropriation of our intellectual property could diminish the value of our brands or goodwill and cause a decline in our revenue.
We compete with retailers from multiple categories and in multiple channels, including large formats; traditional and specialty formats; mass merchants; department stores; internet-based and direct-sell retailers; and from vendors that sell directly to customers. Our competitors include companies that have greater market presence (both brick and mortar and online), name recognition and financial, marketing, and other resources than we do.
We compete with retailers from multiple categories and in multiple channels, including large formats; traditional and specialty formats; mass merchants; department stores; internet-based and direct-sell retailers; and from vendors that sell directly to customers.
Our product costs are affected, in part, by the costs and availability of component materials. A substantial increase in the prices of raw materials or commodities used in the products we sell, whether due to material shortages, supply chain disruptions or otherwise could increase the costs associated with manufacturing our products and the products that we purchase from our vendors.
A substantial increase in the prices of raw materials or commodities used in the products we sell, whether due to tariffs (including tariffs recently enacted or that may be enacted in the future by the federal government or by other countries in response to U.S. tariffs), a strengthening of the U.S. dollar relative to certain foreign currencies, material shortages, supply chain disruptions or otherwise could increase the costs associated with manufacturing our products and the products that we purchase from our vendors.
The interests of the holders of Class B common stock may differ from the interests of our other stockholders and they may take actions with which our other stockholders disagree.
The interests of the holders of Class B common stock may differ from the interests of our other stockholders and they may take actions with which our other stockholders disagree. Further, activist investors and other public pressures have recently applied greater scrutiny to listed companies with such dual class share structures.
An inability to otherwise successfully respond to competitive pressures could have a material adverse effect on our results of operations, reputation or profitability. Fluctuations in product costs and availability due to inflationary pressures, fuel price uncertainty, supply chain constraints, increases in commodity prices, labor shortages and other factors could negatively impact our business and results of operations.
Fluctuations in product costs and availability due to inflationary pressures, tariffs, currency exchange rate fluctuations, fuel price uncertainty, supply chain constraints, increases in commodity prices, labor shortages and other factors could negatively impact our business and results of operations. Our product costs are affected, in part, by the costs and availability of component materials.
Our trademarks, service marks, copyrights, patents, trade secrets, domain names and other intellectual property, including exclusive licensing rights, are valuable assets that are critical to our success. Effective trademark and other intellectual property protection may not be available in every country in which our products are manufactured or may be made available.
Our trademarks, service marks, copyrights, patents, trade secrets, domain names and other intellectual property, including exclusive licensing rights, are valuable assets that are critical to our success, including and increasingly with respect to our growing vertical brands.
Establishing the necessary internal infrastructure to allow for the 18 Table of Contents monitoring and other compliance requirements required by these new laws and regulations and enforcement efforts requires expenditure of considerable Company resources.
Although we no longer actively sell firearms or ammunition in our stores, due to our historical sale of those items we remain subject to regulations relating thereto. Establishing the necessary internal infrastructure to allow for the monitoring and other compliance requirements required by these new laws and regulations and enforcement efforts requires expenditure of considerable Company resources.
Extreme weather conditions and/or natural disasters, or other catastrophic events in areas where we or our vendors have operations, including our stores and our distribution and eCommerce fulfillment centers, could result in disruption or delay of production and delivery of merchandise and products in our supply chain and cause staffing shortages in our stores, negatively affecting our business and results of operations.
Extreme weather conditions and/or natural disasters such as hurricanes, tornadoes, extreme storms, wildfires, floods and earthquakes, or a combination of these catastrophic events or other factors, could damage or destroy our facilities or our vendors’ facilities, resulting in disruption or delay of production and delivery of merchandise and products in our supply chain and cause staffing shortages in our stores, negatively affecting our business and results of operations.
Elevated levels of shrink or an unsafe store environment requires operational or strategic changes that may increase our costs and adversely impact our reputation and the teammate or athlete in-store experience.
Elevated levels of shrink or an unsafe store environment requires operational or strategic changes that may increase our costs and adversely impact our reputation and the teammate or athlete in-store experience. 18 Table of Contents Risks Related to Our Common Stock, Class B Common Stock and Other Anti-Takeover Mechanisms We have in the past failed and may in the future fail to meet market expectations, which has caused and could in the future cause the price of our common stock to decline.
In addition, sustained high rates of inventory shrink at certain stores could impact the profitability of those stores and result in asset impairments. 17 Table of Contents We must also maintain the safety of our store teammates and athletes.
We must also maintain the safety of our store teammates and athletes.
Removed
Natural disasters such as hurricanes, tornadoes and earthquakes, or a combination of these or other factors, could damage or destroy our facilities or make it difficult for customers to travel to our stores.
Added
An adverse impact on consumer discretionary spending, whether as a result of any of these or other factors, may result in a d ecrease in athlete traffic, comparable sales, and average value per transaction and might cause us to utilize pricing strategies that will have a negative impact on our gross margins, all of which could negatively affect the Company’s business, operations, liquidity, and financial results, particularly if consumer spending levels are depressed for a prolonged period of time.
Removed
Although no longer actively sold in our stores, we also remain subject to regulations relating to firearms and ammunition, due to our historical sale of those items.
Added
Our competitors include companies that have greater national, regional and/or local market presence (both brick and mortar and online), name recognition, financial, marketing, and other resources than we do. An inability to successfully respond to competitive pressures could have a material adverse effect on our results of operations or reputation.
Removed
Our inability or failure to protect our intellectual property rights or any third parties claiming that we have infringed on their intellectual property rights could negatively impact our brand or have a negative impact on our operating results.
Added
Our business is also highly dependent on the shipping and trucking industry to deliver products to our distribution centers, our eCommerce fulfillment centers, our stores and our athletes.
Added
Our vertical brand offerings and new specialty concept stores expose us to potential increased costs, risks related to innovation and prediction of consumer trends and demand, athlete experiences, third party liability and proprietary rights, competition and certain additional risks.
Added
While there have been, from time-to-time, non-material data security issues with our Company, to our knowledge no material data security breaches have occurred to date.
Added
Our common stock is traded publicly, and at any given time various securities analysts follow our financial results and issue reports on us. These reports include information about our historical financial results as well as analysts’ opinions of our future performance, which may, in part, be based upon any guidance we have provided.
Added
Analysts’ estimates are often different from our estimates or expectations. If our operating results are below the estimates or expectations of public market analysts and investors, our stock price could decline (which has happened in the past and could happen in the future).
Added
We are currently subject to securities class action and shareholder derivative lawsuits relating to a temporary decline in our stock price and could become involved in additional litigation of this type in the future if our stock price is volatile for any reason.
Added
Any litigation could result in reputational damage, substantial costs (directly or indirectly, such as potential insurance cost increases) and a diversion of management’s attention and resources needed to successfully run our business. See Item 3. “Legal Proceedings” for more information regarding the pending securities class action and shareholder derivative lawsuits.
Added
Similar efforts or enhanced scrutiny with respect to our Class B common stock could adversely impact perception of the value of our common stock, divert management attention from our core business operations and strategic initiatives, and/or cause our stock price to decline.
Added
Changes to environmental, social and governance matters may impact our business and reputation.
Added
In addition to the changing rules and regulations related to environmental, social and governance (“ESG”) matters imposed by governmental and self-regulatory organizations such as the SEC and the New York Stock Exchange, a variety of third-party organizations, institutional investors and customers evaluate the performance of companies on ESG topics, and the results of these assessments are widely publicized.
Added
These changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations. Reduced access to or increased cost of capital may occur as financial institutions and investors increase expectations related to ESG matters.
Added
Developing and acting on initiatives within the scope of ESG, and collecting, measuring and reporting ESG-related information and metrics can be costly, difficult and time consuming and is subject to evolving reporting standards. We may also communicate certain initiatives and goals, regarding environmental matters, diversity, social investments and other ESG-related matters, in our SEC filings or in other public disclosures.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity risk management is led by our CISO, who has more than 24 years of experience leading cybersecurity capabilities and management of cybersecurity risk. The CISO reports to the Company’s Chief Technology Officer, who reports directly to the Company’s Chief Executive Officer.
Biggest changeOur cybersecurity risk management is led by our CISO, an accomplished leader in cybersecurity capabilities and management of cybersecurity risk with over 25 years of experience who joined the Company in January 2025.
Cybersecurity is integrated into the Company’s Enterprise Risk Management framework and is overseen by management and the Audit Committee. 21 Table of Contents The Company’s Cybersecurity team, led by the Company’s Chief Information Security Officer (“CISO”), works in close partnership with multiple internal constituencies to monitor and focus on current and emerging data security matters across the Company and with third parties while implementing and enabling industry-accepted cybersecurity risk management and compliance frameworks and programming, including the NIST Cybersecurity Framework.
The Company’s Cybersecurity team, led by the Company’s Chief Information Security Officer (“CISO”), works in close partnership with multiple internal constituencies to monitor and focus on current and emerging data security matters across the Company and with third parties while implementing and enabling industry-accepted cybersecurity risk management and compliance frameworks and programming, including the NIST Cybersecurity Framework.
ITEM 1C. CYBERSECURITY Risk Management/Strategy The protection of our data, including athlete and teammate data, is critical to the Company’s strategy of being a trusted advisor throughout the athlete and teammate experience.
ITEM 1C. CYBERSECURITY Risk Management/Strategy The protection of our data, including athlete and teammate data, is critical to the Company’s strategy of being a trusted advisor throughout the athlete and teammate experience. Cybersecurity is integrated into the Company’s Enterprise Risk Management framework and is overseen by management and the Audit Committee.
Added
As of the date of this Annual Report on Form 10-K, cybersecurity threats, including the results of any previous cybersecurity incidents, have not materially affected the Company, its business strategy, results of operations or financial condition.
Added
The CISO reports to the Company’s Chief Technology Officer, who served as the interim CISO for a portion of fiscal 2024 following the departure of our then current CISO in October 2024, and directly reports to the Company’s Chief Executive Officer.

Item 2. Properties

Properties — owned and leased real estate

5 edited+1 added−1 removed2 unchanged
Biggest changeThe following table sets forth the number of stores by state: State DICK’S Sporting Goods (1) Specialty Concept Stores (2) Total (3) Alabama 13 1 14 Arizona 9 3 12 Arkansas 4 1 5 California 57 7 64 Colorado 16 2 18 Connecticut 11 3 14 Delaware 3 1 4 District of Columbia 1 — 1 Florida 48 9 57 Georgia 23 3 26 Idaho 6 1 7 Illinois 32 5 37 Indiana 20 2 22 Iowa 7 2 9 Kansas 10 2 12 Kentucky 12 2 14 Louisiana 8 — 8 Maine 4 — 4 Maryland 17 3 20 Massachusetts 18 4 22 Michigan 21 5 26 Minnesota 10 4 14 Mississippi 7 — 7 Missouri 13 2 15 Nebraska 4 1 5 Nevada 4 2 6 New Hampshire 7 — 7 New Jersey 19 4 23 New Mexico 4 — 4 New York 43 3 46 North Carolina 31 7 38 North Dakota 1 — 1 Ohio 36 10 46 Oklahoma 7 2 9 Oregon 10 2 12 Pennsylvania 39 10 49 Rhode Island 2 1 3 South Carolina 11 3 14 South Dakota 1 — 1 Tennessee 17 3 20 Texas 48 9 57 Utah 5 2 7 Vermont 2 — 2 Virginia 27 6 33 Washington 16 — 16 West Virginia 6 — 6 Wisconsin 13 4 17 Wyoming 1 — 1 Total 724 131 855 (1) As of February 3, 2024, includes twelve DICK'S House of Sport stores, including nine new openings during fiscal 2023, which were either converted or relocated from prior store locations.
Biggest changeThe following table sets forth the number of stores by state: State DICK’S Sporting Goods (1) Specialty Concept Stores (2) Total (3) Alabama 13 1 14 Arizona 10 3 13 Arkansas 4 — 4 California 56 8 64 Colorado 16 2 18 Connecticut 10 3 13 Delaware 3 1 4 District of Columbia 1 — 1 Florida 48 9 57 Georgia 23 3 26 Idaho 6 1 7 Illinois 31 5 36 Indiana 20 3 23 Iowa 7 2 9 Kansas 10 2 12 Kentucky 11 2 13 Louisiana 8 — 8 Maine 4 — 4 Maryland 17 3 20 Massachusetts 19 4 23 Michigan 22 4 26 Minnesota 10 5 15 Mississippi 7 — 7 Missouri 13 2 15 Nebraska 4 1 5 Nevada 4 2 6 New Hampshire 7 — 7 New Jersey 19 5 24 New Mexico 4 — 4 New York 43 4 47 North Carolina 31 9 40 North Dakota 1 — 1 Ohio 36 10 46 Oklahoma 7 2 9 Oregon 10 1 11 Pennsylvania 38 10 48 Rhode Island 2 1 3 South Carolina 11 3 14 South Dakota 1 — 1 Tennessee 17 3 20 Texas 50 9 59 Utah 5 1 6 Vermont 2 — 2 Virginia 26 5 31 Washington 16 — 16 West Virginia 6 — 6 Wisconsin 13 4 17 Wyoming 1 — 1 Total 723 133 856 (1) As of February 1, 2025, includes 19 DICK’S House of Sport stores, with seven new openings during fiscal 2024, six of which were either relocated or converted from prior store locations.
(3) Excludes Warehouse Sale store locations that are temporary in nature, of which we operated 36 and 43 as of February 3, 2024 and January 28, 2023, respectively. 23 Table of Contents The following is a list of significant locations including the approximate square footage and whether the location is leased or owned: Facility Location Type Square Footage Ownership Conklin, New York Distribution and Fulfillment 917,000 Owned Atlanta, Georgia Distribution 914,000 Leased Plainfield, Indiana Distribution 725,000 Leased Goodyear, Arizona Distribution 624,000 Owned Smithton, Pennsylvania Distribution 601,000 Leased Coraopolis, Pennsylvania Customer Support Center (CSC) 670,000 Owned The land on which our CSC is built is subject to an underlying ground lease with Allegheny County Airport Authority, which expires in 2038.
(3) Excludes temporary value chain locations, of which we operated 29 and 36 as of February 1, 2025 and February 3, 2024, respectively. 25 Table of Contents The following is a list of significant locations including the approximate square footage and whether the location is leased or owned: Facility Location Type Square Footage Ownership Conklin, New York Distribution and Fulfillment 917,000 Owned Atlanta, Georgia Distribution 914,000 Leased Plainfield, Indiana Distribution 725,000 Leased Goodyear, Arizona Distribution 624,000 Owned Smithton, Pennsylvania Distribution 601,000 Leased Coraopolis, Pennsylvania Customer Support Center (CSC) 670,000 Owned The land on which our CSC is built is subject to an underlying ground lease with Allegheny County Airport Authority, which expires in 2038.
Our stores are primarily located in shopping centers in regional shopping areas, as well as in freestanding locations and malls. 22 Table of Contents As of February 3, 2024, we operated 855 stores in 47 states.
Our stores are primarily located in shopping centers in regional shopping areas, as well as in freestanding locations and malls. 24 Table of Contents As of February 1, 2025, we operated 856 stores in 47 states.
(2) Includes our Golf Galaxy, Public Lands, Going Going Gone! and Moosejaw specialty concept stores. As of February 3, 2024, we operated 104 Golf Galaxy stores in 35 states, seven Public Lands stores in seven states, 17 Going Going Gone! stores in 15 states and three Moosejaw stores in three states.
As of February 3, 2024, we operated twelve DICK’S House of Sport stores. (2) Includes our Golf Galaxy, Public Lands, and Going Going Gone! concept stores. As of February 1, 2025, we operated 109 Golf Galaxy stores in 35 states, three Public Lands stores in three states, and 21 Going Going Gone! stores in 16 states.
As of February 3, 2024, we operated 18 combo stores.
As of February 1, 2025, we operated 14 combo stores.
Removed
During 2024 we plan to begin construction on a new regional distribution center that is currently expected to be operational in 2026.
Added
During fiscal 2024, the Company entered into a development contract to construct a new 805,000 square foot distribution center in Fort Worth, Texas. The Company plans to open the new distribution center in 2026.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeLEGAL PROCEEDINGS On February 16, 2024, Plumbers and Pipefitters Local Union No. 719 Pension Trust Fund filed a purported class action complaint against the Company and certain of our executive officers and directors in the United States District Court for the Western District of Pennsylvania (Case No. 2:24-cv-00196-KT), purportedly on behalf of all purchasers of our common shares between May 25, 2022 and August 21, 2023.
Biggest changeLEGAL PROCEEDINGS As previously disclosed in the Company’s Quarterly Reports on Form 10-Q for the quarters ended May 4, 2024, August 3, 2024, and November 2, 2024, as filed with the Securities and Exchange Commission on May 30, 2024, September 4, 2024, and November 27, 2024, respectively, on February 16, 2024, Plumbers and Pipefitters Local Union No. 719 Pension Trust Fund filed a putative shareholder class action complaint against the Company and certain of our executive officers and directors in the United States District Court for the Western District of Pennsylvania.
The complaint seeks relief including unspecified damages and an award of costs and expenses, including attorneys’ fees. The Company does not believe the complaint states any meritorious claim and intends to defend this case vigorously. At this early stage of the proceedings, the Company cannot predict the ultimate outcome of the litigation.
The complaint seeks relief on behalf of the Company including damages, restitution, and certain governance reforms, and an award of costs, including attorneys’ fees. The Company does not believe that the complaint states any meritorious claim and intends to defend this case vigorously. At this early stage of the proceedings, the Company cannot predict the ultimate outcome of the litigation.
The complaint alleges that the defendants violated Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, by making material misrepresentations and omissions about the Company’s business and financial condition, including regarding the Company’s inventory, margins, and business prospects.
On October 15, 2024, the lead plaintiffs filed a consolidated complaint against the same defendants alleging that the defendants violated Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, by making material misrepresentations and omissions about the Company’s business and financial condition, including regarding the Company’s inventory, margins, and business prospects, as well as inventory shrinkage related to retail theft.
Added
On July 30, 2024, the Court appointed the State of Rhode Island Office of the General Treasurer, on behalf of the Employees’ Retirement System of the State of Rhode Island, and Western Pennsylvania Teamsters and Employers Pension Fund as lead plaintiffs in the action (now captioned In re Dick’s Sporting Goods, Inc. Securities Litigation , Case No. 2:24-cv-00196-NR-KT).
Added
The consolidated complaint is brought on behalf of a putative class of those who purchased or otherwise acquired our common stock between August 23, 2022 and August 21, 2023, and seeks relief including damages and costs, including attorneys’ fees. The defendants filed a motion to dismiss the consolidated complaint on December 16, 2024.
Added
The Company does not believe the consolidated complaint states any meritorious claim and intends to defend this case vigorously. At this early stage of the proceedings, the Company cannot predict the ultimate outcome of the litigation.
Added
On February 13, 2025, a derivative complaint was filed against certain of our executive officers and directors, and against the Company as nominal defendant, in the United States District Court for the Western District of Pennsylvania.
Added
The plaintiff alleges violations of Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, breach of fiduciary duty, and unjust enrichment, including based on alleged misrepresentations and omissions that are similar to the allegations in In re Dick’s Sporting Goods, Inc. Securities Litigation .

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe graph assumes that $100 was invested on February 1, 2019 in our common stock, the S&P 500 and the S&P Specialty Retail Index and that all dividends were reinvested. 25 Table of Contents Issuer Purchases of Equity Securities The following table sets forth information with respect to common stock repurchases made during the three months ended February 3, 2024: 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) October 29, 2023 to November 25, 2023 557 $ 113.05 — $ 779,565,161 November 26, 2023 to December 30, 2023 3,946 $ 137.78 — $ 779,565,161 December 31, 2023 to February 3, 2024 2,431 $ 145.93 — $ 779,565,161 Total 6,934 $ 138.65 — (a) Includes shares withheld from employees to satisfy minimum tax withholding obligations associated with the vesting of restricted stock during the period.
Biggest changeThe graph assumes that $100 was invested on January 31, 2020 in our common stock, the S&P 500 and the S&P Specialty Retail Index and that all dividends were reinvested. 27 Table of Contents Issuer Purchases of Equity Securities The following table sets forth information with respect to common stock repurchases made during the three months ended February 1, 2025: 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) November 3, 2024 to November 30, 2024 651 $ 193.70 — $ 609,297,520 December 1, 2024 to January 4, 2025 2,252 $ 220.07 — $ 609,297,520 January 5, 2025 to February 1, 2025 428,423 $ 228.17 428,423 $ 511,544,626 Total 431,326 $ 228.07 428,423 (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. The information set forth under Part III, Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” is incorporated herein. ITEM 6. [RESERVED]
(b) Shares repurchased under our previously announced five-year $2.0 billion share repurchase program, which was authorized by the Board of Directors on December 16, 2021. The information set forth under Part III, Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” is incorporated herein.
As of March 22, 2024, there were 231 and 16 registered holders of our common stock and Class B common stock, respectively.
As of March 21, 2025, there were 223 and 15 registered holders of our common stock and Class B common stock, respectively.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

70 edited+20 added−23 removed31 unchanged
Biggest changeAlthough we were required to assume that our Convertible Senior Notes would be settled in shares of our common stock in accordance with the “if-converted method” under generally accepted accounting principles, we fully settled our Convertible Senior Notes without dilutive effect, due to cash payments for principal, shares received from our convertible bond hedge and share repurchases to offset the share settlement of the remaining $59.1 million principal during the first quarter of fiscal 2023. • In addition, during fiscal 2023, we: ◦ Retired the remaining $59.1 million of our aggregate principal amount outstanding of the Convertible Senior Notes and terminated the remaining convertible bond hedge and warrants for a collective issuance of 1.7 million shares of our common stock; ◦ Declared and paid aggregate cash dividends on a quarterly basis for a total amount of $4.00 per share on our common stock and Class B common stock; and ◦ Repurchased 5.4 million shares of common stock under our share repurchase program for a total cost of $648.6 million. 28 Table of Contents • The following table summarizes store openings and closings in fiscal 2023 and fiscal 2022: Fiscal 2023 Fiscal 2022 DICK’S Sporting Goods Specialty Concept Stores (1) Total (2) DICK’S Sporting Goods Specialty Concept Stores (1) Total (2) Beginning stores 728 125 853 730 131 861 New stores 1 10 11 4 9 13 Acquired stores (3) — 12 12 — — — Closed stores 5 16 21 6 15 21 Ending stores 724 (4) 131 855 728 125 853 Relocated stores 18 2 20 3 1 4 (1) Includes our Golf Galaxy, Public Lands, Going Going Gone! and other specialty concept stores.
Biggest changeAdditionally, fiscal 2023 earnings per diluted share included approximately $0.19 from the 53rd week. • In addition, during fiscal 2024, we: ◦ Declared and paid aggregate cash dividends on a quarterly basis for a total amount of $4.40 per share on our common stock and Class B common stock; and ◦ Repurchased 1.3 million shares of common stock under our share repurchase program for a total cost of $268.0 million. • The following table summarizes store activity in fiscal 2024: Store Count Information (in millions) Square Footage (5) (6) Beginning Stores New Stores Closed Stores Relocated / Converted (4) Ending Stores Beginning Ending DICK'S Sporting Goods (1) DICK'S 701 — (6) (17) 678 37.5 36.4 DICK'S Field House 11 4 — 11 26 0.6 1.5 DICK'S House of Sport 12 1 — 6 19 1.2 2.2 Total DICK'S Sporting Goods 724 5 (6) — 723 39.3 40.1 Other Specialty Concepts (1) Golf Galaxy (2) 104 5 — — 109 2.3 2.4 Going Going Gone! 17 4 — — 21 0.8 1.0 Other 10 1 (8) — 3 0.4 0.1 Total Other Specialty Concepts 131 10 (8) — 133 3.4 3.5 Total (3) 855 15 (14) — 856 42.7 43.6 (1) 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.
Supply Chain Financing We have entered into supply chain financing arrangements with third-party financial institutions, whereby suppliers have the opportunity to settle outstanding payment obligations early at a discount. We do not have an economic interest in suppliers’ voluntary participation and we do not provide any guarantees or pledge assets under these arrangements.
Supply Chain Financing We have entered into supply chain financing arrangements with certain third-party financial institutions, whereby suppliers have the opportunity to settle outstanding payment obligations early at a discount. We do not have an economic interest in suppliers’ voluntary participation and we do not provide any guarantees or pledge assets under these arrangements.
In addition to DICK’S Sporting Goods stores, we own and operate Golf Galaxy, Public Lands, Moosejaw and Going Going Gone! specialty concept stores, and also offer our products online and through our mobile apps.
In addition to DICK’S Sporting Goods stores, we own and operate Golf Galaxy, Public Lands and Going Going Gone! specialty concept stores, and also offer our products online and through our mobile apps.
For further discussion of our comparable store sales refer to the “Results of Operations” section herein. • Earnings before taxes and the related operating margin – Our management views operating margin and earnings before taxes as key indicators of our performance.
For further discussion of our comparable sales refer to the “Results of Operations” section herein. • Earnings before taxes and the related operating margin – Our management views operating margin and earnings before taxes as key indicators of our performance.
We may require additional funding should we pursue strategic acquisitions, undertake share repurchases, pursue other investments or engage in store expansion rates in excess of historical levels. We had no revolving credit facility borrowings at any point during 2023. The following sections describe the potential short and long-term impacts to our liquidity and capital requirements.
We may require additional funding should we pursue strategic acquisitions, undertake share repurchases, pursue other investments or engage in store expansion rates in excess of historical levels. We had no revolving credit facility borrowings at any point during 2024. The following sections describe the potential short and long-term impacts to our liquidity and capital requirements.
The key drivers of earnings before taxes are comparable store sales, gross profit, and our ability to control selling, general and administrative expenses. 27 Table of Contents • 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.
The key drivers of earnings before taxes are comparable 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.
(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.
(2) Cost of goods sold includes: the cost of merchandise and services (inclusive of vendor allowances, inventory shrinkage and inventory write-downs for the lower of cost or net realizable value and GameChanger costs); freight; distribution; shipping; and store occupancy costs. We define merchandise margin as net sales less the cost of merchandise and services sold.
During 2022, we recorded non-cash impairment charges for store asset disposals at twelve Field & Stream stores that we closed in the period for conversion into DICK’S House of Sport stores or expanded DICK’S Sporting Goods stores. See Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 11 – Fair Value Measurements for further information.
During 2022, we recorded non-cash impairment charges for store asset disposals at twelve Field & Stream stores that we closed in the period for conversion into DICK’S House of Sport stores or expanded DICK’S Sporting Goods stores. Refer to Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 11 – Fair Value Measurements for further information.
Through our strategic pillars of athlete experience, teammate experience, differentiated product and brand engagement, we have transformed our business to drive sustained profitable growth. As part of our strategy, we have meaningfully improved our merchandise assortment through strong relationships with our key brand partners, which provides access to highly differentiated product, and our vertical brands.
Through our strategic pillars of athlete experience, differentiated product, brand engagement and teammate experience, we have transformed our business to drive sustained profitable growth. As part of our strategy, we have meaningfully improved our merchandise assortment through our vertical brands and strong relationships with our key brand partners, which provide access to highly differentiated products.
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 2040.
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 2042.
Exhibits and Financial Statement Schedules, Note 7 – Leases and Note 9 – Senior Notes for amounts outstanding as of February 3, 2024 related to operating leases and long-term debt. Other purchase obligations are for marketing commitments to promote our brand and products, including media and naming rights, technology-related commitments, licenses for trademarks and other ordinary course commitments.
Exhibits and Financial Statement Schedules, Note 7 – Leases and Note 9 – Senior Notes for amounts outstanding as of February 1, 2025 related to operating leases and long-term debt. Other purchase obligations are for marketing commitments to promote our brand and products, including media and naming rights, technology-related commitments, licenses for trademarks and other ordinary course commitments.
As of February 3, 2024, we had no reporting units at risk of impairment and a 10% change in the fair value of our reporting units would not indicate a potential impairment of goodwill. The fair value of our reporting units has remained substantially in excess of their carrying value over the last three fiscal years.
As of February 1, 2025, we had no reporting units at risk of impairment and a 10% change in the fair value of our reporting units would not indicate a potential impairment of goodwill. The fair value of our reporting units has remained substantially in excess of their carrying value over the last three fiscal years.
Exhibits and Financial Statement Schedules, Note 8 – Revolving Credit Facility for further information. Senior Notes As of February 3, 2024, we have $750 million principal amount of senior notes due 2032 (the “2032 Notes”) and $750 million principal amount of senior notes due 2052 outstanding (the “2052 Notes” and together with the 2032 Notes, the “Senior Notes”).
Exhibits and Financial Statement Schedules, Note 8 – Revolving Credit Facility for further information. Senior Notes As of February 1, 2025, we have $750 million principal amount of senior notes due 2032 (the “2032 Notes”) and $750 million principal amount of senior notes due 2052 outstanding (the “2052 Notes” and together with the 2032 Notes, the “Senior Notes”).
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.
We also own and operate DICK’S House of Sport and Golf Galaxy Performance Center, as well as GameChanger, a youth sports mobile platform for live streaming, scheduling, communications and scorekeeping.
We recognize an impairment charge when the estimated fair value of the intangible asset is less than its carrying value. See Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 11 – Fair Value Measurements for further information. We recorded no significant impairments in fiscal 2023, 2022 or 2021.
We recognize an impairment charge when the estimated fair value of the intangible asset is less than its carrying value. Refer to Part IV Item 15. Exhibits and Financial Statement Schedules, Note 11 – Fair Value Measurements for further information. We recorded no significant impairments in fiscal 2024, 2023 or 2022.
As of February 3, 2024, 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 February 3, 2024. Refer to Part IV. Item 15.
As of February 1, 2025, there were no borrowings outstanding under the Credit Facility, and we have total remaining borrowing capacity, after adjusting for $19.9 million of standby letters of credit, of $1.58 billion. We were in compliance with all covenants under the Credit Facility agreement at February 1, 2025. Refer to Part IV. Item 15.
A 10% change in our shrink reserves as of February 3, 2024, would have affected income before income taxes by approximately $3.0 million in fiscal 2023. Goodwill and Intangible Assets Goodwill, indefinite-lived and other finite-lived intangible assets are reviewed for impairment on an annual basis, or whenever circumstances indicate that a decline in value may have occurred.
A 10% change in our shrink reserves as of February 1, 2025, would have affected income before income taxes by approximately $2.9 million in fiscal 2024. Goodwill and Intangible Assets Goodwill, indefinite-lived and other finite-lived intangible assets are reviewed for impairment on an annual basis, or whenever circumstances indicate that a decline in value may have occurred.
A discussion regarding our financial condition and results of operations for Fiscal 2022 compared to the year ended January 29, 2022 (Fiscal 2021) can be found under Item 7 of Part II of our Annual Report on Form 10-K for the fiscal year ended January 28, 2023, filed with the SEC on March 23, 2023.
A discussion regarding our financial condition and results of operations for Fiscal 2023 compared to the year ended January 28, 2023 (Fiscal 2022) can be found under Item 7 of Part II of our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 28, 2024.
In the ordinary course of business, we enter into many contractual commitments, including purchase orders and commitments for products or services, but generally, such commitments represent annual or cancellable commitments. The amount of non-cancellable purchase commitments as of February 3, 2024 were approximately $215 million.
In the ordinary course of business, we enter into many contractual commitments, including purchase orders and commitments for products or services, but generally, such commitments represent annual or cancellable commitments. The amount of non-cancellable purchase commitments as of February 1, 2025 were approximately $180 million.
Exhibits and Financial Statement Schedules of this Annual Report on Form 10-K. 30 Table of Contents A discussion regarding our financial condition and results of operations for the year ended February 3, 2024 (Fiscal 2023) compared to the year ended January 28, 2023 (Fiscal 2022) is presented below.
Exhibits and Financial Statement Schedules of this Annual Report on Form 10-K. 32 Table of Contents A discussion regarding our financial condition and results of operations for the year ended February 1, 2025 (Fiscal 2024) compared to the year ended February 3, 2024 (Fiscal 2023) is presented below.
Consumers have also made what we believe will be lasting lifestyle changes in recent years, prioritizing sport and maintaining healthy, active lifestyles, which has increased demand for our products.
In addition to these strategies and foundational improvements, consumers have also made what we believe will be lasting lifestyle changes in recent years, prioritizing sport and maintaining healthy, active lifestyles, which has increased demand for our products.
(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 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.
(4) Pre-opening expenses, which consist primarily of rent, marketing, payroll, recruiting and other store preparation costs are expensed as incurred. Rent is recognized within pre-opening expense from the date the Company takes possession of a site through the date of store opening and during periods when stores are closed for remodeling. (5) Excludes temporary Warehouse Sale store locations.
(4) Pre-opening expenses, which consist primarily of rent, marketing, including grand opening advertising costs, payroll, recruiting and other store preparation costs are expensed as incurred. Rent is recognized within pre-opening expense from the date the Company takes possession of a site through the date of store opening and during periods when stores are closed for remodeling.
On March 13, 2024, our Board of Directors declared a 10% increase in our quarterly cash dividend compared to the previous quarterly per share amount. The dividend of $1.10 per share of common stock and Class B common stock is payable on April 12, 2024 to stockholders of record as of the close of business on March 29, 2024.
On March 10, 2025, our Board of Directors declared a 10% increase in our quarterly cash dividend compared to the previous quarterly per share amount. The dividend of $1.2125 per share of common stock and Class B common stock is payable on April 11, 2025 to stockholders of record as of the close of business on March 28, 2025.
A 10% change in our obsolete inventory reserves as of February 3, 2024, would have affected income before income taxes by approximately $7.2 million in fiscal 2023. 34 Table of Contents Inventory Shrink Shrink expense is accrued as a percentage of merchandise sales based on historical shrink trends.
A 10% change in our obsolete inventory reserves as of February 1, 2025, would have affected income before income taxes by approximately $8.1 million in fiscal 2024. 36 Table of Contents Inventory Shrink Shrink expense is accrued as a percentage of merchandise sales based on historical shrink trends.
The Company recognizes investment income or investment expense to reflect changes in deferred compensation plan investment values with an offsetting charge or reduction to selling, general and administrative costs for the same amount. 31 Table of Contents Income Taxes Our effective tax rate decreased to 20.6% in the current year from 24.6% in 2022.
The Company recognizes investment income or investment expense to reflect changes in deferred compensation plan investment values with an offsetting charge or reduction to selling, general and administrative costs for the same amount. Income Taxes Our effective tax rate increased to 23.3% in the current year from 20.6% in 2023.
We currently anticipate 2024 share repurchases of approximately $300 million. 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. Dividends In 2023, we paid $351.2 million of dividends to our stockholders.
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. Dividends In 2024, we paid $361.7 million of dividends to our stockholders.
Cash used in investing activities in 2023 also includes our acquisition of Moosejaw, offset by proceeds received from the sale of our Field & Stream trademark and other intellectual property.
Cash used in investing activities in 2023 also included our acquisition of Moosejaw and progress payments for the purchase of corporate aircraft, offset by proceeds received from the sale of our Field & Stream trademark and other intellectual property.
There were no other significant long-lived assets impairment charges recognized during fiscal 2023, 2022 or 2021. 35 Table of Contents
There were no other significant long-lived asset impairment charges recognized during fiscal 2024, 2023 or 2022. 37 Table of Contents
Liabilities associated with the funded participation in these arrangements, which is presented within accounts payable on the Consolidated Balance Sheet, were $45.9 million and $40.1 million as of February 3, 2024 and January 28, 2023, respectively.
Liabilities associated with the funded participation in these arrangements, which are presented within accounts payable on the Consolidated Balance Sheets, were $49.6 million and $45.9 million as of February 1, 2025 and February 3, 2024, respectively.
We incurred pre-tax charges of $84.8 million from our Business Optimization, including $46.1 million of non-cash impairments of store and intangible assets, $26.7 million of severance-related costs and a $12.0 million write-down of inventory. Field & Stream Exit During the fourth quarter of 2022, we decided to exit the Field & Stream brand (the “Field & Stream Exit”).
We incurred pre-tax charges of $84.8 million from our Business Optimization, including $46.1 million of non-cash impairments of store and intangible assets, $26.7 million of severance-related costs and a $12.0 million write-down of inventory.
Cash used in financing activities decreased $211.9 million during 2023 compared to 2022, primarily driven by the exchange of $515.9 million aggregate principal amount of our Convertible Senior Notes in the prior year and changes in bank overdraft balances between periods, partially offset by higher cash payments for share repurchases, dividends and minimum tax withholding requirements in 2023 as a result of the vesting of employee equity awards.
Cash used in financing activities decreased $409.6 million during 2024 compared to 2023, primarily driven by lower share repurchases and lower cash payments for minimum tax withholding requirements as a result of the vesting of employee equity awards compared to the prior year, partially offset by changes in bank overdraft balances between periods and payments for dividends.
Please see the “Cautionary Statement Concerning Forward-Looking Statements” in this Form 10-K for information regarding important factors that may cause the Company’s actual results to differ from those currently projected and/or otherwise materially affect the Company.
The Company’s current expectations described above include forward-looking statements. Please see the “Forward-Looking Statements” section in this Annual report on Form 10-K for information regarding important factors that may cause the Company’s actual results to differ from those currently projected and/or otherwise materially affect the Company.
We typically experience lower operating cash flows in our third fiscal quarter due to increased inventory purchases in advance of the holiday selling season and anticipated higher cash flows during our fourth fiscal quarter.
We typically experience lower operating cash flows in our first and third fiscal quarters due to the timing of inventory purchases in advance of our peak selling periods and anticipated higher cash flows during our second and fourth fiscal quarters.
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.
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. Subscription revenue from our GameChanger platform is recognized ratably over the subscription period with our customers.
(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 CSC.
(3) Selling, general and administrative expenses include payroll and fringe benefits for our stores, field support, administrative and our GameChanger platform, advertising, bank card charges, operating costs associated with our internal eCommerce platform, technology, other store expenses and all expenses associated with operating our customer support center.
Cash Flows Changes in cash and cash equivalents for the last three fiscal years are as follows (in thousands): Fiscal Year Ended February 3, 2024 January 28, 2023 January 29, 2022 Net cash provided by operating activities $ 1,527,335 $ 921,881 $ 1,616,872 Net cash used in investing activities (614,676) (392,894) (343,979) Net cash used in financing activities (1,035,748) (1,247,636) (287,722) Effect of exchange rate changes on cash and cash equivalents (77) (170) (33) Net (decrease) increase in cash and cash equivalents $ (123,166) $ (718,819) $ 985,138 33 Table of Contents Operating Activities Cash flows provided by operating activities increased $605.5 million in 2023 compared to 2022.
Cash Flows Changes in cash and cash equivalents for the last three fiscal years are as follows (in thousands): Fiscal Year Ended February 1, 2025 February 3, 2024 January 28, 2023 Net cash provided by operating activities $ 1,311,835 $ 1,527,335 $ 921,881 Net cash used in investing activities (796,558) (614,676) (392,894) Net cash used in financing activities (626,131) (1,035,748) (1,247,636) Effect of exchange rate changes on cash and cash equivalents (426) (77) (170) Net decrease in cash and cash equivalents $ (111,280) $ (123,166) $ (718,819) Operating Activities Cash flows provided by operating activities decreased $215.5 million in 2024 compared to 2023.
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.
How We Evaluate Our Operations Senior management focuses on certain key indicators to monitor our performance, including: • Comparable sales performance – Our management considers comparable sales, which includes digital revenue, to be an important indicator of our current performance. Comparable sales results are important to leverage our costs, which include occupancy costs, store payroll and other store expenses.
We use an income approach to determine the fair value of individual store locations, which requires discounting projected future cash flows over each store’s remaining lease term.
Assets are reviewed at the lowest level for which independent cash flows can be identified, which is typically the store level. We use an income approach to determine the fair value of individual store locations, which requires discounting projected future cash flows over each store’s remaining lease term.
Pre-opening expenses increased to $47.3 million in the current year from $16.1 million in 2022. Pre-opening expenses in any period fluctuate depending on the timing and number of new store openings and relocations. The current year period includes pre-opening expenses to support the opening of nine DICK’S House of Sport stores.
Pre-opening expenses decreased to $57.5 million in the current year from $67.8 million in 2023. Pre-opening expenses in any period fluctuate depending on the timing and number of new store openings and relocations. The current year period includes pre-opening expenses to support the opening of seven DICK’S House of Sport stores, compared to nine in the prior year period.
Changes in customer merchandise preference, current and anticipated demand, consumer spending, weather patterns, economic conditions, business trends or merchandising strategies could cause our inventory to be exposed to obsolescence or slow-moving merchandise.
Our reserve requires management to make assumptions and apply judgement related to current and anticipated demand and the promotional environment, which may be impacted by changes in customer merchandise preference, current and anticipated demand, consumer spending, weather patterns, economic conditions, business trends or merchandising strategies that could cause our inventory to be exposed to obsolescence or slow-moving merchandise.
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.
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, increased $38.7 million compared to 2023 and were approximately flat as a percent of net sales primarily due to the increase in net sales.
Fiscal 2023 (53 weeks) Compared to Fiscal 2022 (52 weeks) Net Sales Net sales increased 5.0% to $12.98 billion in 2023 from $12.37 billion in 2022 due to a $290.6 million, or 2.4% increase in comparable store sales on a 52-week to 52-week basis, as well as the inclusion of $170.2 million of net sales from the 53 rd week during fiscal 2023.
Fiscal 2024 (52 weeks) Compared to Fiscal 2023 (53 weeks) Net Sales Net sales increased 3.5% to $13.44 billion in 2024 from $12.98 billion in 2023, primarily due to an increase in comparable sales on a 52-week to 52-week basis of 5.2%, or $641.8 million, partially offset by the inclusion of $170.2 million of net sales during fiscal 2023 from the 53 rd week.
A store is included in the comparable store sales calculation during the 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.
Comparable sales also have a direct impact on our total net sales, net income, cash and working capital. A store is included in the comparable sales calculation during the fiscal period that it commences its 14th full month of operations. Relocated stores are included in the comparable sales calculation from the open date of the original location.
Results of Operations The following table presents, for the fiscal years indicated, selected items in the Consolidated Statements of Income as a percentage of our net sales, as well as the basis point change in percentage of net sales from fiscal 2023 to fiscal 2022: Fiscal Year Basis Point Change in Percentage of Net Sales from Prior Year 2022 - 2023 (A) 2023 2022 (A) Net sales (1) 100.00 % 100.00 % N/A Cost of goods sold, including occupancy and distribution costs (2) 65.08 65.36 (28) Gross profit 34.92 34.64 28 Selling, general and administrative expenses (3) 24.68 22.68 200 Pre-opening expenses (4) 0.36 0.13 23 Income from operations 9.88 11.83 (195) Interest expense 0.45 0.77 (32) Other income (0.72) (0.13) (59) Income before income taxes 10.15 11.19 (104) Provision for income taxes 2.09 2.75 (66) Net income 8.06 % 8.43 % (37) Other Data: Comparable store sales increase (decrease) 2.4 % (0.5) % Number of stores at end of period (5) 855 853 Total square feet at end of period (in millions) (5) 42.7 42.6 29 Table of Contents (A) Column does not add due to rounding.
(6) Columns may not recalculate due to rounding. 31 Table of Contents Results of Operations The following table presents, for the fiscal years indicated, selected items in the Consolidated Statements of Income as a percentage of our net sales, as well as the basis point change in percentage of net sales from fiscal 2024 to fiscal 2023: Fiscal Year Basis Point Change in Percentage of Net Sales from Prior Year 2023 - 2024 2024 2023 Net sales (1) 100.00 % 100.00 % N/A Cost of goods sold, including occupancy and distribution costs (2) 64.10 65.08 (98) Gross profit 35.90 34.92 98 Selling, general and administrative expenses (3) 24.51 24.52 (1) Pre-opening expenses (4) 0.43 0.52 (9) Income from operations 10.96 9.88 108 Interest expense 0.39 0.45 (6) Other income (0.73) (0.72) (1) Income before income taxes 11.30 10.15 115 Provision for income taxes 2.63 2.09 54 Net income 8.67 % 8.06 % 61 Other Data: Comparable sales increase (5) 5.2 % 2.6 % (1) Revenue from retail sales is recognized at the point of sale, net of sales tax.
Business Environment The macroeconomic environment in which we operate remains dynamic as a result of numerous factors, including inflationary pressures, the expiration of student loan payment deferments, and the potential impact of elevated interest rates, which could impact consumer discretionary spending behavior and the promotional landscape in which we operate.
Business Environment The macroeconomic environment in which we operate remains dynamic as a result of numerous factors, including ongoing elevated interest rates, inflationary pressures, potential changes to international trade relations from taxation and tariffs, which could impact pricing, consumer discretionary spending behavior and the promotional landscape in which we operate, as well as higher levels of inventory shrink, which has been noted throughout the retail industry.
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.
We refer to this format as a “combo store” and include combo store openings within both the DICK’S Sporting Goods and specialty concept store reconciliations, as applicable. As of February 1, 2025, the Company operated 14 combo stores.
Executive Summary • Net sales increased 5.0% to $12.98 billion during the 53 weeks ended February 3, 2024 from $12.37 billion during the 52 weeks ended January 28, 2023, which included an increase in comparable store sales of 2.4% on a 52-week to 52-week basis and $170.2 million of net sales during the 53 rd week of fiscal 2023. • We reported net income of $1.05 billion, or $12.18 per diluted share, in fiscal 2023 , compared to $1.04 billion, or $10.78 per diluted share, during fiscal 2022 . ◦ Fiscal 2023 net income includes Business Optimization charges of $62.8 million, net of tax, or $0.73 per diluted share.
Fiscal 2023 included $170.2 million of net sales for the 53 rd week. • We reported net income of $1.17 billion, or $14.05 per diluted share, in fiscal 2024 , compared to $1.05 billion, or $12.18 per diluted share, during fiscal 2023 . ◦ Fiscal 2023 net income included business optimization charges of $62.8 million, net of tax, or $0.73 per diluted share.
A key driver of our future omni-channel growth will include repositioning our portfolio to grow our DICK’S House of Sport stores, Golf Galaxy Performance Centers and next generation 50,000 square foot DICK’s stores. 26 Table of Contents Business Optimization During 2023, we completed a business optimization to better align our talent, organizational design and spending in support of our most critical strategies while also streamlining our overall cost structure (the “Business Optimization”).
Business Optimization During 2023, we completed a business optimization to better align our talent, organizational design and spending in support of our most critical strategies while also streamlining our overall cost structure (the “Business Optimization”).
The remaining $155.4 million increase in net sales was primarily attributable to Moosejaw and temporary Warehouse Sale stores. The increase in comparable store sales included a 1.6% increase in transactions and a 0.8% increase in sales per transaction, and reflects growth in footwear, hydration and licensed apparel, offset by declines in fitness and outdoor-related categories including outerwear, equipment and hunt.
The increase in comparable sales included a 4.0% increase in sales per transaction and a 1.2% increase in transactions, and reflects growth in footwear, athletic apparel, accessories and hydration, offset by declines in outdoor-related categories including hunt, apparel and equipment, and fitness. Income from Operations Income from operations increased to $1,473.9 million in 2024 from $1,282.4 million in 2023.
Selling, general and administrative expenses increased to $3,204.1 million in the current year from $2,805.5 million in 2022, and increased as a percentage of net sales by 200 basis points.
Selling, general and administrative expenses increased to $3,294.3 million in the current year from $3,183.5 million in 2023, and were approximately flat as a percentage of net sales compared to 2023, primarily due to the current year increase in net sales.
This analysis helps us manage inventory levels to reduce working capital requirements and deliver optimal gross margins by improving merchandise flow and establishing appropriate price points to minimize markdowns. • Store productivity – To assess store-level performance, we monitor various indicators, including new store productivity, sales per square foot, store operating contribution margin and store cash flow.
This analysis helps us manage inventory levels to reduce working capital requirements and deliver optimal gross margins by improving merchandise flow and establishing appropriate price points to minimize markdowns. • Store productivity – To assess store-level performance, we monitor various indicators, including sales per square foot, store operating contribution margin and store cash flow. 30 Table of Contents Executive Summary • Net sales increased 3.5% to $13.44 billion during the 52 weeks ended February 1, 2025, from $12.98 billion during the 53 weeks ended February 3, 2024, which included an increase in comparable sales of 5.2% on a 52-week to 52-week basis, following a 2.6% increase in the prior year.
Impairment of Long-Lived Assets We review long-lived assets whenever events and circumstances indicate that the carrying value of these assets may not be recoverable based on estimated undiscounted future cash flows. Assets are reviewed at the lowest level for which independent cash flows can be identified, which is typically the store level.
As of February 1, 2025, a 10% change in the fair value of our intangible assets balance would not indicate a potential impairment. Impairment of Long-Lived Assets We review long-lived assets whenever events and circumstances indicate that the carrying value of these assets may not be recoverable based on estimated undiscounted future cash flows.
Significant differences between these estimates and actual results could result in future impairment charges and could materially affect our future financial results. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not impaired.
If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not impaired.
The current year includes Business Optimization charges of $72.8 million as well as a $28.6 million expense increase related to changes in the investment values of our deferred compensation plans, which is fully offset in Other Income. Fiscal 2022 included Field & Stream Exit charges of $29.3 million.
The $110.7 million increase includes strategic investments across technology and marketing, along with higher incentive compensation, partially offset by Business Optimization charges of $72.8 million incurred in the prior year. The current period also includes a $9.7 million expense increase related to changes in the investment values of our deferred compensation plans, which is fully offset in Other Income.
As of February 3, 2024, 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 during 2022, we had an aggregate remaining principal amount of $59.1 million of Convertible Senior Notes outstanding as of January 28, 2023.
As of February 1, 2025, our Senior Notes have long-term credit ratings by Moody’s and Standard & Poor’s rating agencies of Baa2 and BBB, respectively.
As of February 3, 2024, the Company operated 18 combo stores. (2) Excludes Warehouse Sale store locations that are temporary in nature, of which the Company operated 36 and 43 as of February 3, 2024 and January 28, 2023, respectively.
(2) As of February 1, 2025, includes 24 Golf Galaxy Performance Centers, with five new openings during fiscal 2024 that were converted from prior Golf Galaxy store locations. (3) Excludes Warehouse Sale store locations that are temporary in nature, of which the Company operated 29 and 36 as of February 1, 2025 and February 3, 2024, respectively.
We have also enhanced our store selling culture and service model and incorporated additional experiential elements and technology into our stores to engage our athletes. Lastly, we continue to innovate in our omni-channel athlete experience through our DICK’S House of Sport stores, Golf Galaxy Performance Centers and our next generation 50,000 square foot DICK’S store.
We have also enhanced our store selling culture and service model and incorporated additional experiential elements and technology into our stores to further engage our athletes.
Income from Operations Income from operations decreased to $1,282.4 million in 2023 from $1,463.0 million in 2022. Gross profit increased to $4,533.7 million in 2023 from $4,284.6 million in 2022 and increased as a percentage of net sales by 28 basis points due primarily to lower supply chain costs, partially offset by lower merchandise margins.
Gross profit increased to $4,825.7 million in 2024 from $4,533.7 million in 2023 and increased as a percentage of net sales by 98 basis points.
We determine the fair value of our reporting units using a combination of an income approach and a market approach. Estimates may differ from actual results due to, among other things, economic conditions, changes to our business models, or changes in operating performance.
Estimates may differ from actual results due to, among other things, economic conditions, changes to our business models, or changes in operating performance. Significant differences between these estimates and actual results could result in future impairment charges and could materially affect our future financial results.
In 2023, we repurchased 5.4 million shares of our common stock for $648.6 million, a portion of which was repurchased to offset the dilution from our settlement of the remaining $59.1 million principal outstanding of the Convertible Senior Notes in shares. As of February 3, 2024, the available amount remaining under the December 2021 authorization is $779.6 million.
In 2024, we repurchased 1.3 million shares of our common stock at a cost of $268.0 million. As of February 1, 2025, the available amount remaining under the December 2021 share repurchase program is $511.5 million.
Supply chain costs decreased 80 basis points from last year, which included elevated costs as a result of global disruptions following the start of the COVID-19 pandemic. Merchandise margins decreased 61 basis points due to a 53 basis point increase in inventory shrink from increased theft and a $12.0 million write-down of inventory related to our Business Optimization.
Merchandise margins as a percentage of net sales increased 64 basis points as a result of a favorable sales mix and the quality of our assortment, a 25 basis point decrease in inventory shrink from the prior year, which included a cumulative unfavorable impact from shrink identified during our physical inventories, and a $12.0 million write-down of inventory in the prior year related to our Business Optimization.
We do not expect meaningful year-over-year declines to continue in 2024. • Following our Business Optimization actions, our selling, general and administrative expenses during the fourth quarter of 2023 have moderated by approximately 78 basis points as a percentage of net sales.
We do not expect a similar decrease in 2025. • During 2024, selling, general and administrative expenses were approximately flat as a percentage of net sales compared to 2023 due to last year’s Business Optimization, offset by strategic investments beginning in 2024 to drive long-term growth based upon the strength of our business.
Our 2024 capital expenditures plan also includes the purchase of certain real estate assets related to DICK’S House of Sport stores, for which we are evaluating potential sale-leaseback opportunities. Share Repurchases From time-to-time, we may opportunistically repurchase shares of our common stock under our $2.0 billion share repurchase program authorized by our Board of Directors on December 16, 2021.
Additionally, we plan to invest in emerging growth opportunities with our GameChanger platform and DICK’S Media Network. 34 Table of Contents Share Repurchases From time-to-time, we may opportunistically repurchase shares of our common stock under our current $2 billion share repurchase program authorized by our Board of Directors on December 16, 2021.
In 2023, capital expenditures totaled $587.4 million on a gross basis and $520.4 million on a net basis, inclusive of construction allowances provided by landlords, which included the opening of nine DICK’S House of Sport stores and eleven Golf Galaxy Performance Centers. 32 Table of Contents We anticipate 2024 capital expenditures of approximately $800 million, net of construction allowances provided by landlords.
In 2024, capital expenditures totaled $802.6 million on a gross basis and $726.3 million on a net basis, inclusive of construction allowances provided by landlords. We anticipate 2025 capital expenditures of approximately $1 billion, net of construction allowances provided by landlords.
The current year effective tax rate was favorably impacted by a $37.9 million increase in excess tax benefits, resulting from a higher number of employee equity awards vesting and exercised in the current year at a higher share price than the prior year.
Last year’s effective tax rate reflected $36.8 million higher excess tax benefits compared to the current year from a higher number of employee equity awards vesting and exercised in the prior year. 33 Table of Contents Liquidity and Capital Resources Our cash on hand as of February 1, 2025 was $1.7 billion.
As we continue to reposition our store portfolio, these investments will be concentrated in new store development, relocations and remodels that will include eight DICK’S House of Sport stores, ten Golf Galaxy Performance Centers and 16 next generation 50,000 square foot DICK’S stores that will open in 2024 as well as, improvements within our existing stores including converting approximately 50 stores to premium full-service footwear decks.
As we continue to reposition our store portfolio, these investments will be concentrated in store growth, relocations and improvements in our existing stores. We plan to open approximately 16 DICK’S House of Sport locations in 2025 and expect to begin construction on approximately 20 locations scheduled to open throughout 2026.
Additionally, we will begin construction on 15 DICK’S House of Sport stores that will open throughout 2025 and a new regional distribution center that we plan to open in 2026, while continuing to invest in technology to enhance our store fulfillment, in-store pickup and other foundational capabilities.
Our 2025 capital expenditures plan also includes ongoing investments in our supply chain and technology, including the construction of a new regional distribution center in Fort Worth, Texas, which is expected to open in 2026 and investments in technology to enhance our store fulfillment, in-store pickup and other foundational capabilities to drive efficiencies and enhance the omni-channel athlete experience.
Gross capital expenditures increased $223.4 million primarily driven by investments in current and future stores, including nine DICK’S House of Sport stores and eleven Golf Galaxy Performance Centers that opened in 2023 as well as higher investments in store enhancements, including converting over 100 stores to premium full-service footwear decks, and technology.
Gross capital expenditures increased $215.1 million primarily driven by investments in new and future DICK’S House of Sport stores and DICK’S Field House stores, as well as the construction of our sixth distribution facility and higher investments in remodels or other store enhancements.
This $77.9 million increase in income was primarily driven by a $52.3 million increase in interest income as a result of higher average interest rates on cash and cash equivalents and a $28.6 million expense reduction from changes in our deferred compensation plan investment values primarily driven by performance in equity markets.
Other Income Other income totaled $98.1 million in 2024 compared to $93.8 million in 2023, and includes a $9.7 million expense decrease compared to the prior year from changes in our deferred compensation plan investment values driven by performance in equity markets.
Removed
As a result of our core strategies, foundational improvements and these strong secular consumer trends, net sales increased 48.4% in fiscal 2023 compared to fiscal 2019, while our pre-tax income as a percentage of net sales grew from 4.7% in fiscal 2019 to 10.2% in fiscal 2023.
Added
Lastly, we continue to innovate our omni-channel athlete experience through our DICK’S House of Sport stores, Golf Galaxy Performance Centers and our DICK’S Field House stores, and believe that a key driver of our future omni-channel growth will include repositioning our store portfolio to grow these stores.
Removed
We converted the remaining 17 Field & Stream stores, the majority of which were part of a DICK’S and Field & Stream combo store, to DICK’S House of Sport stores, expanded DICK’S Sporting Goods stores, or other specialty concept stores.
Added
We believe there is strength and momentum in the sports industry in the United States and expect this trend to continue in the near term, with continued excitement around women’s sports, the 2026 World Cup and the 2028 Olympics. We believe that the convergence of sport and culture has never been stronger and we believe we’re well-positioned for this opportunity.
Removed
We closed twelve of these stores for conversion during the fourth quarter of 2022 and incurred pre-tax charges totaling $30.1 million, which included $28.5 million of non-cash impairment of store assets, $0.8 million of severance and a $0.7 million write-down of inventory. Additionally, we sold the Field & Stream trademark in fiscal 2023 for proceeds near its carrying value.
Added
From this position of strength, we plan to make investments in digital and in-store opportunities to grow our market share through repositioning our store portfolio, driving our footwear category and accelerating our eCommerce channel.
Removed
In addition, disruption of supply chains, including factory closures and port congestion, resulted in apparel overages in fiscal 2022 from late arriving inventory and elevated container and transportation costs which began to moderate during the second half of fiscal 2022. We took actions during the third and fourth quarter of fiscal 2022 to address these targeted inventory overages.
Added
Despite the dynamic macroeconomic environment and a shorter traditional holiday shopping season, we continued to drive comparable sales growth in fiscal 2024 with an increase of 5.2% which is on top of a 2.6% increase in 2023.
Removed
Overview of current trends affecting 2023 • Within merchandise margin, we have experienced higher inventory shrink relative to historical levels, which has been noted throughout the retail industry. As a percentage of net sales, inventory shrink was approximately 50 basis points higher than 2022 on a full year basis.
Added
Through the execution of our core strategies and operational strength, net sales increased 3.5% in fiscal 2024 as compared to 2023, and pre-tax income as a percentage of net sales grew to 11.30% in fiscal 2024 compared to 10.15% in fiscal 2023. 29 Table of Contents Overview of other trends affecting 2024 • The prior year included an extra week of operations, which added $170.2 million of net sales, or $0.19 per diluted share to fiscal 2023 full year results. • Within merchandise margin, while inventory shrink remains elevated compared to historical levels, inventory shrink as a percentage of net sales decreased 25 basis points during the current year compared to 2023, as the prior year included a cumulative unfavorable impact from shrink identified during our physical inventories.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs of February 3, 2024 and January 28, 2023, there were no outstanding borrowings under the Credit Facility, and we did not draw on our Credit Facility during fiscal 2023 or fiscal 2022. Accordingly, a hypothetical 100 basis point increase or decrease in interest rates would not have materially affected our financial condition, results of operations or cash flows.
Biggest changeAs of February 1, 2025 and February 3, 2024, there were no outstanding borrowings under the Credit Facility, and we did not draw on our Credit Facility during fiscal 2024 or fiscal 2023. Accordingly, a hypothetical 100 basis point increase or decrease in interest rates would not have materially affected our financial condition, results of operations or cash flows.
Exhibits and Financial Statement Schedules, Note 11 – Fair Value Measurements. Our cash equivalents generate interest income that is variable in relation to short-term interest rates. Accordingly, utilizing average cash equivalents balances during 2023, a hypothetical 100 basis point change in interest rates would have affected income before income taxes by approximately $16 million.
Exhibits and Financial Statement Schedules, Note 11 – Fair Value Measurements. Our cash equivalents generate interest income that is variable in relation to short-term interest rates. Accordingly, utilizing average cash equivalents balances during 2024, a hypothetical 100 basis point change in interest rates would have affected income before income taxes by approximately $16 million.

Other DKS 10-K year-over-year comparisons