Delaware
(State or other jurisdiction of incorporation or organization) |
16-1241537
(I.R.S. Employer Identification No.) |
300 Industry Drive, RIDC Park West, Pittsburgh, Pennsylvania
(Address of principal executive offices) |
15275
(Zip Code) |
Title of each class
Common Stock, $0.01 par value |
Name of Each Exchange on which Registered
The New York Stock Exchange |
Large accelerated filer þ | Accelerated filer o |
Non-accelerated filer
o
(Do not check if a smaller reporting company) |
Smaller Reporting Company o |
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CERTIFICATIONS
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2
3
4
5
Fiscal Year | ||||||||||||
Merchandise Category | 2008 | 2007 | 2006 | |||||||||
Apparel
|
30 | % | 28 | % | 26 | % | ||||||
Footwear
|
16 | % | 17 | % | 17 | % | ||||||
Hardlines (1)
|
54 | % | 55 | % | 57 | % | ||||||
|
||||||||||||
Total
|
100 | % | 100 | % | 100 | % | ||||||
|
(1) | Includes items such as hunting and fishing gear, sporting goods equipment and golf equipment. |
6
Fiscal 2008 | Fiscal 2007 | |||||||||||||||||||||||||||||||
Chicks Sporting | Chicks Sporting | |||||||||||||||||||||||||||||||
Dicks | Golf Galaxy | Goods | Total | Dicks | Golf Galaxy | Goods | Total | |||||||||||||||||||||||||
Beginning stores
|
340 | 79 | 15 | 434 | 294 | 65 | 15 | 374 | ||||||||||||||||||||||||
New:
|
||||||||||||||||||||||||||||||||
50,000 Sq. Ft.
prototype
|
34 | | | 34 | 43 | | | 43 | ||||||||||||||||||||||||
Two-level stores
|
9 | | | 9 | 3 | | | 3 | ||||||||||||||||||||||||
Chicks
conversion stores
|
1 | | (1 | ) | | | | | | |||||||||||||||||||||||
Golf Galaxy stores
|
| 10 | | 10 | | 16 | | 16 | ||||||||||||||||||||||||
Total new stores
|
44 | 10 | (1 | ) | 53 | 46 | 16 | | 62 | |||||||||||||||||||||||
Closed
|
| | | | | (2 | ) | | (2 | ) | ||||||||||||||||||||||
Ending stores
|
384 | 89 | 14 | 487 | 340 | 79 | 15 | 434 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Relocated stores
|
1 | | | 1 | 1 | | | 1 | ||||||||||||||||||||||||
7
8
9
| Sporting goods stores (large format stores); | ||
| Traditional sporting goods retailers; | ||
| Specialty retailers; | ||
| Mass merchants; and | ||
| Catalog and Internet retailers. |
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
the impact of an economic recession;
unemployment trends;
the housing market;
consumer credit availability;
consumer debt levels;
consumer confidence in the economy;
gasoline and fuel prices;
interest rates and inflation;
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tax rates and tax policy;
impact of natural disasters;
national and international security concerns; and
other matters that influence consumer confidence and spending.
general economic conditions;
changes in demand for the products that we offer in our stores;
lockouts or strikes involving professional sports teams;
retirement of sports superstars used in marketing various products;
sports scandals;
costs related to the closures of existing stores;
litigation;
pricing and other actions taken by our competitors; and
adverse weather conditions in our markets.
general regional and national economic conditions;
competition;
our new store openings;
actions taken by our competitors;
consumer trends and preferences;
changes in the other tenants in the shopping centers in which we are located;
new product introductions and changes in our product mix;
timing and effectiveness of promotional events;
lack of new product introductions to spur growth in the sale of various kinds of
sports equipment; and
weather.
general economic and market conditions;
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actual or anticipated variations in quarterly operating results;
changes in financial estimates by securities analysts;
our inability to meet or exceed securities analysts estimates or expectations;
conditions or trends in our industry;
changes in the market valuations of other retail companies;
announcements by us or our competitors of significant acquisitions, strategic
partnerships, divestitures, joint ventures or other strategic initiatives;
capital commitments;
additions or departures of key personnel; and
sales of common stock.
large format sporting goods stores;
traditional sporting goods stores and chains;
specialty sporting goods shops and pro shops;
mass merchandisers, warehouse clubs, discount stores and department stores; and
catalog and Internet-based retailers.
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those relating to consumer products, product liability or consumer protection,
including the Consumer Product Safety Act and the Consumer Product Safety
Improvement Act regarding lead and phthalates, as well as similar state laws;
those relating to the manner in which we advertise, market or sell our products;
labor and employment laws, including wage and hour laws, as well as proposed
legislation such as the Employee Free Choice Act;
those that prohibit or limit the sale in certain areas of certain products we
offer, such as firearms, ammunition or knives;
tax laws or interpretations thereof;
data protection and privacy laws and regulations;
environmental laws and regulations, such as Californias Safe Drinking Water
and Toxic Enforcement Act (known as Prop 65);
customs or import laws and regulations; and
securities and exchange laws and regulations.
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Chicks Sporting
State
Dicks
Golf Galaxy
Goods
Total
8
8
5
2
7
1
3
14
18
12
2
14
8
1
9
2
1
3
10
5
15
11
11
1
1
21
8
29
17
1
18
2
1
3
6
1
7
6
1
7
2
2
4
4
9
3
12
16
16
15
1
16
7
4
11
1
1
7
2
9
3
1
4
1
1
2
3
3
13
3
16
29
5
34
22
5
27
36
9
45
2
2
1
1
2
35
3
38
2
2
8
8
13
1
14
14
11
25
1
1
2
2
2
20
4
24
1
1
4
4
7
4
11
384
89
14
487
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Fiscal Quarter Ended
High
Low
$
33.40
$
24.64
$
29.52
$
15.65
$
23.97
$
13.11
$
16.36
$
9.56
Fiscal Quarter Ended
High
Low
$
29.54
$
24.67
$
29.53
$
25.11
$
35.84
$
26.36
$
32.93
$
25.74
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Number of
Total Number of
Maximum
Shares Purchased
Shares That May
Total Number of
as Part of Plublicly
Yet be Purchased
Shares
Average Price
Announced Plans or
Under the Plans or
Purchased
Paid Per
Programs
Programs
Period
(a)
Share
(b)
(b)
23,750
$
16.24
23,750
$
16.24
(a)
Represents shares of our common stock transferred to us from employees in
satisfaction of minimum tax withholding obligations associated with the vesting
of restricted stock during the period.
(b)
During the fourth quarter of 2008, we did not have a publicly announced
plan or program for the repurchase of our common stock.
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Fiscal Year
2008 (1)
2007 (1)
2006 (1)
2005
2004
(Dollars in thousands, except per share and sales per square foot data)
$
4,130,128
$
3,888,422
$
3,114,162
$
2,624,987
$
2,109,399
2,946,079
2,730,359
2,217,463
1,887,347
1,522,873
1,184,049
1,158,063
896,699
737,640
586,526
928,170
870,415
682,625
556,320
443,776
164,255
29,095
15,877
37,790
20,336
16,272
18,831
16,364
10,781
11,545
30,380
268,817
197,710
132,749
110,869
(1,844
)
(10,981
)
(2,356
)
10,963
11,290
10,025
12,959
8,009
(1,000
)
21,773
257,527
187,685
121,634
114,841
56,867
102,491
75,074
48,654
45,936
$
(35,094
)
$
155,036
$
112,611
$
72,980
$
68,905
$
(0.31
)
$
1.42
$
1.10
$
0.73
$
0.72
$
(0.31
)
$
1.33
$
1.02
$
0.68
$
0.65
111,662
109,383
102,512
99,584
95,956
111,662
116,504
110,790
107,958
105,842
-4.8
%
2.4
%
6.0
%
2.6
%
2.6
%
487
434
294
255
234
23,592,850
21,084,292
16,724,171
14,650,459
13,514,869
$
186
$
196
$
197
$
188
$
195
28.7
%
29.8
%
28.8
%
28.1
%
27.8
%
22.5
%
22.4
%
21.9
%
21.2
%
21.0
%
0.7
%
6.9
%
6.3
%
5.1
%
5.3
%
3.06
x
3.22
x
3.34
x
3.42
x
3.56
x
$
90,732
$
75,052
$
54,929
$
49,861
$
37,621
$
854,771
$
887,364
$
641,464
$
535,698
$
457,618
$
434,389
$
307,746
$
304,796
$
142,748
$
128,388
$
1,966,524
$
2,035,635
$
1,524,265
$
1,187,789
$
1,085,048
$
181,864
$
181,435
$
181,017
$
181,201
$
258,004
$
433,880
$
468,974
$
315,453
$
202,842
$
129,862
$
895,582
$
888,520
$
620,550
$
414,793
$
313,667
(1)
In the first quarter of fiscal 2006, we adopted the fair value recognition provisions
of Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004), Share-Based
Payment (123(R)),
requiring us to recognize expense related to the fair value of our stock-based compensation
awards. We elected the modified prospective transition method as permitted by SFAS
No. 123(R) and, accordingly, financial results for years prior to fiscal 2006 have not been
restated. Pre-tax stock-based compensation expense in fiscal 2008, 2007 and 2006 was $25.6
million, $29.0 million and $24.3 million, respectively.
(2)
Cost of goods sold includes the cost of merchandise, occupancy, freight and
distribution costs, and shrink expense.
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(3)
In fiscal 2008, the Company recorded non-cash impairment charges of $164.3 million
attributable to the impairment of Golf Galaxys goodwill and other intangible assets. The
Company also recorded non-cash impairment charges of $29.1 million in connection with
certain underperforming Dicks Sporting Goods, Golf Galaxy and Chicks Sporting Goods
stores.
(4)
Gain on sale of investment resulted from the sale of a portion of the Companys
non-cash investment in its third-party Internet commerce service provider. We converted to
an equity ownership in that provider in lieu of royalties until Internet sales reached a
predefined amount that resulted in this non-cash investment. Gain on sale of asset resulted
from the Company exercising a buy out option on an aircraft lease and subsequently selling
the aircraft.
(5)
Earnings per share data gives effect to two-for-one stock splits effected in October
2007 and April 2004.
(6)
Comparable store sales begin in a stores 14
th
full month of operations
after its grand opening. Comparable store sales are for stores that opened at least 13
months prior to the beginning of the period noted. Stores that were closed or relocated
during the applicable period have been excluded from comparable store sales. Each
relocated store is returned to the comparable store base after its 14
th
full
month of operations. The Golf Galaxy stores will be included in the full year comparable
store base beginning in fiscal 2009.
(7)
The store count and square footage amounts include Golf Galaxy and Chicks for fiscal
2008 and 2007.
(8)
Calculated using net sales and gross square footage of all stores open at both the
beginning and the end of the period. Gross square footage includes the storage, receiving
and office space that generally occupies approximately 18% of total store space in our
Dicks stores.
(9)
Calculated as cost of goods sold divided by the average monthly ending inventories of
the last 13 months.
(10)
Defined as current assets less current liabilities.
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Comparable same store sales growth Fiscal 2008 comparable store sales decreased 4.8%
compared to a 2.4% increase in fiscal 2007. The Company believes that its comparable
stores sales performance was affected by numerous challenges including a difficult
macroeconomic environment, declining consumer confidence resulting in lower than
anticipated customer traffic and particularly cautious spending. Although the Company
believes it has made noticeable progress in improving its merchandise offerings, the effect
of those improvements have been hampered by the macroeconomic environment. The Companys
current strategy is to target a general overall trend to return to positive comparable
store sales growth; although it recognizes that it continues to be affected by many of
these factors. The Company believes that its ability to realize such a general overall
positive trend in comparable store sales will prove to be a key factor in achieving its
targeted levels of earnings per share and continuing its store expansion program to an
ultimate goal of at least 800 locations across the United States.
Positive operating cash flow The Company generated $159.8 million of cash flow from
operations in fiscal 2008 compared with $262.8 million in fiscal 2007. Although operating
cash flow decreased in the current fiscal year compared to last year, the Company believes
it will generate positive operating cash flow, together with its other sources of
liquidity, sufficient to fund the ongoing needs of the business. The Company believes that
historically, a key strength of its business has been the ability to consistently generate
positive cash flow from operations. Strong cash flow generation is critical to the future
success of the Company, not only to support the general operating needs of the Company, but
also to fund capital expenditures related to new store openings, relocations, expansions
and remodels, costs associated with its corporate headquarters and its distribution
centers, costs associated with continued improvement of information technology tools and
costs associated with potential strategic acquisitions that may arise from time to time.
See further discussion of the Companys cash flows in the Liquidity and Capital Resources
section of Item 7 herein.
Quality of merchandise offerings To monitor and maintain acceptance of its merchandise
offerings, the Company monitors sell-throughs, inventory turns, gross margins and markdown
rates on a department and style level. This analysis helps the Company manage inventory
receipts and markdowns to reduce cash flow requirements and deliver optimal gross margins
by improving merchandise flow and establishing appropriate price points to minimize
markdowns.
Cost reduction efforts The Company implemented numerous initiatives during fiscal 2008
aimed at maintaining tighter expense controls. These initiatives included optimizing the
Companys overall
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advertising costs, costs associated with operating its stores and
distribution centers as well as general and administrative costs. The Company has
redirected a portion of its advertising costs to enhance consumer penetration by focusing
on events, frequency, distribution, media types and sponsorships. The Company has adjusted
store staffing levels and operating hours to reflect current and anticipated traffic levels
and has focused on energy conservation programs to further lower store operating costs.
Staffing adjustments at the Companys distribution centers, including the planned closure
of the Conklin return to vendor facility in March 2009, have been made to reflect
anticipated merchandise receipt volumes. The Company has also implemented various
administrative cost reduction initiatives, including a freeze on corporate staffing levels
other than those necessitated by our back office consolidation of recently acquired
businesses, efforts to manage compensation related expenses and reducing travel and
entertainment expenses.
Capital reduction efforts The Company expects to reduce is capital spending in fiscal
2009 to a projected target of $60 million compared to $115 million in fiscal 2008. The
Company plans to scale back its store expansion program to approximately 20 stores during
fiscal 2009. This level of store expansion is significantly lower than historical levels
and is largely driven by the current economic conditions. The Company has created a
capital appropriations committee to approve all capital expenditures in excess of certain
amounts and to group and prioritize all capital projects between required, discretionary
and strategic.
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Basis Point
Basis Point
Increase /
Increase /
(Decrease) in
(Decrease) in
Percentage of
Percentage of
Net Sales
Net Sales
Fiscal Year
from Prior Year
from Prior Year
2008
A
2007
A
2006
A
2007-2008
A
2006-2007
A
100.00
%
100.00
%
100.00
%
N/A
N/A
71.33
70.22
71.21
111
(99
)
28.67
29.78
28.79
(111
)
99
22.47
22.38
21.92
9
46
3.98
398
0.70
70
0.38
38
0.39
0.48
0.53
(9
)
(5
)
0.74
6.91
6.35
(617
)
56
(0.06
)
(6
)
0.27
0.29
0.32
(2
)
(3
)
0.53
6.62
6.03
(609
)
59
1.38
2.64
2.41
(126
)
23
(0.85
%)
3.99
%
3.62
%
(484
)
37
(1)
Revenue from retail sales is recognized at the point of sale, net of sales tax. A
provision for anticipated merchandise returns is provided through a reduction of sales and cost of
sales in the period that the related sales are recorded. Revenue from gift cards and returned
merchandise credits (collectively the cards) are deferred and recognized upon the redemption of
the cards. These cards have no expiration date. Income from unredeemed cards is recognized in the
Consolidated Statements of Operations in selling, general and administrative expenses at the point
at which redemption becomes remote. The Company performs an evaluation of the aging of the
unredeemed cards, based on the elapsed time from the date of original issuance, to determine when
redemption is remote.
(2)
Cost of goods sold includes the cost of merchandise, inventory shrinkage, freight,
distribution and store occupancy costs. Store occupancy costs include rent, common area
maintenance charges, real estate and other asset based taxes, store maintenance, utilities,
depreciation, fixture lease expenses and certain insurance expenses.
(3)
Selling, general and administrative expenses include store and field support payroll and
fringe benefits, advertising, bank card charges, information systems, marketing, legal, accounting,
other store expenses and all expenses associated with operating the Companys corporate
headquarters.
(4)
Attributable to the impairment of Golf
Galaxys goodwill and other intangible assets.
(5)
Impairment of store assets in connection with certain
underperforming Dicks Sporting Goods, Golf Galaxy and Chicks Sporting Goods stores.
(6)
Merger and integration costs primarily include duplicative administrative costs, severance
and system conversion costs related to the operational consolidation of Golf Galaxy and Chicks
Sporting Goods with the Companys pre-existing business.
(7)
Pre-opening expenses consist primarily of rent, marketing, payroll and recruiting costs
incurred prior to a new store opening.
(8)
Gain on sale of asset resulted from the Company exercising a buy-out option on an aircraft
lease and subsequently selling the aircraft.
(9)
Interest expense, net, results primarily from interest on our senior convertible notes
and Credit
Agreement borrowings partially offset by interest income.
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Fiscal Year Ended
January 31,
February 2,
February 3,
2009
2008
2007
$
159,811
$
262,834
$
139,609
(144,194
)
(435,296
)
(130,486
)
9,048
86,693
90,255
(135
)
134
$
24,530
$
(85,635
)
$
99,378
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Payments Due by Period
Less than
More than
Total
1 year
1-3 years
3-5 years
5 years
(Dollars in thousands)
$
172,500
$
172,500
$
$
$
8,392
536
937
567
6,352
972
72
161
182
557
7,931
834
1,580
1,425
4,092
3,660,562
360,532
730,877
690,801
1,878,352
2,725
2,725
415,245
29,586
41,419
33,318
310,922
87,940
9,456
22,905
20,331
35,248
$
4,056,267
$
576,241
$
797,879
$
446,624
$
2,235,523
(a)
Amounts reflected as payable within the next year based upon the put right exercised by the holders of
the notes subsequent to January 31, 2009, which caused the Company to purchase substantially all of the
Notes on February 18, 2009 (see Note 19).
(b)
Amounts include the direct lease obligations, excluding any taxes, insurance and other related expenses.
(c)
Excludes $6,594 of accrued liability for unrecognized tax benefits as we can not reasonably estimate
the timing of settlement. These payments include interest and penalties.
Less than
Total
1 year
(Dollars in thousands)
$
229
$
229
22,245
22,245
$
22,474
$
22,474
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Dicks Sporting Goods, Inc.
Pittsburgh, Pennsylvania
March 20, 2009
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Number of Securities
Remaining Available
Number of Securities
for Future Issuance
to be Issued Upon
Weighted Average
Under Equity
Exercise of
Exercise Price of
Compensation Plans
Outstanding Options,
Outstanding Options,
(Excluding Securities
Warrants and Rights
Warrants and Rights
Reflected in Column (a))
Plan Category
(a)
(b)
(c)
18,623,435
(2)
$
14.99
13,688,794
(2)
18,623,435
13,688,794
(1)
Includes the 1992 Stock Plan, 2002 Stock Plan, Employee Stock Purchase Plan, Golf Galaxy,
Inc. 1996 Stock Option and Incentive Plan and Golf Galaxy, Inc. 2004 Stock Incentive Plan.
(2)
Represents shares of common stock. Under the 2002 Stock Plan and the Employee Stock Purchase
Plan, no options have been granted that are exerciseable for Class B common stock.
Form 10-K.
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Page
47
48
49
50
51
52
53-75
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Dicks Sporting Goods, Inc.
Pittsburgh, Pennsylvania
March 20, 2009
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Fiscal Year Ended
January 31,
February 2,
February 3,
2009
2008
2007
$
(35,094
)
$
155,036
$
112,611
(375
)
78
(123
)
(135
)
134
$
(35,604
)
$
155,248
$
112,488
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Accumulated
Class B
Additional
Other
Common Stock
Common Stock
Paid-In
Retained
Comprehensive
Shares
Dollars
Shares
Dollars
Capital
Earnings
Income
Total
73,090,664
$
730
27,461,890
$
274
$
209,024
$
202,842
$
1,923
$
414,793
674,210
6
(674,210
)
(6
)
245,964
4
3,730
3,734
5,371,716
54
22,988
23,042
2,686
2,686
112,611
112,611
24,303
24,303
39,504
39,504
(123
)
(123
)
79,382,554
$
794
26,787,680
$
268
$
302,235
$
315,453
$
1,800
$
620,550
(1,515
)
(1,515
)
79,382,554
$
794
26,787,680
$
268
$
302,235
$
313,938
$
1,800
$
619,035
480,200
5
(480,200
)
(5
)
9,117
9,117
204,955
2
4,505
4,507
4,769,933
47
30,212
30,259
2,811
2,811
155,036
155,036
29,039
29,039
38,504
38,504
134
134
78
78
84,837,642
$
848
26,307,480
$
263
$
416,423
$
468,974
$
2,012
$
888,520
1,055,926
10
(1,055,926
)
(10
)
380,438
4
5,170
5,174
686,905
7
7,313
7,320
150,000
2
(2
)
(23,750
)
(386
)
(386
)
3,017
3,017
(35,094
)
(35,094
)
25,600
25,600
1,941
1,941
(135
)
(135
)
(375
)
(375
)
87,087,161
$
871
25,251,554
$
253
$
459,076
$
433,880
$
1,502
$
895,582
Table of Contents
Fiscal Year Ended
January 31,
February 2,
February 3,
2009
2008
2007
See Note 2
$
(35,094
)
$
155,036
$
112,611
90,732
75,052
54,929
164,255
29,095
(45,906
)
(32,696
)
(1,110
)
25,600
29,039
24,303
(1,786
)
(34,918
)
(36,932
)
369
5,396
2,572
3,017
2,811
2,686
(2,356
)
3,090
(10,982
)
(2,142
)
29,581
(127,027
)
(105,766
)
(10,554
)
(4,267
)
(29,039
)
(56,709
)
12,337
24,444
(7,575
)
26,222
42,479
(63,089
)
114,706
4,750
19,452
22,256
19,264
17,689
29,869
26,560
159,811
262,834
139,609
(191,423
)
(172,366
)
(162,995
)
(25,107
)
27,463
44,873
28,440
32,509
(222,170
)
(69,200
)
(144,194
)
(435,296
)
(130,486
)
11,874
13,282
17,902
(6,793
)
(1,058
)
(184
)
5,174
4,507
3,734
7,320
30,259
23,042
1,786
34,918
36,932
(386
)
(9,927
)
4,785
8,829
9,048
86,693
90,255
(135
)
134
24,530
(85,635
)
99,378
50,307
135,942
36,564
$
74,837
$
50,307
$
135,942
$
28,310
$
10,657
$
5,749
$
(18,986
)
$
(6,928
)
$
11,475
$
8,021
$
12,314
$
9,286
$
167,721
$
17,832
$
68,483
$
7,093
$
7,307
$
Table of Contents
40 years
10-25 years
3-7 years
5 years
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Fiscal Year
Merchandise Category
2008
2007
2006
$
2,217
$
2,163
$
1,768
1,254
1,077
811
659
648
535
$
4,130
$
3,888
$
3,114
Table of Contents
Fiscal 2006
As Previously
reported
Correction
As corrected
(In thousands)
$
142,568
$
(2,959
)
$
139,609
(115,543
)
(14,943
)
(130,486
)
$
72,353
$
17,902
$
90,255
Table of Contents
$
70,711
19,685
47,875
246
65,749
5,659
111,312
(33,890
)
(13,999
)
(9,683
)
(29,329
)
$
234,336
Year Ended
February 3,
2007
(Unaudited, in thousands, except per share amounts)
$
3,388,837
$
111,958
$
1.09
$
1.01
Table of Contents
$
156,628
147,041
697
304,366
7,540
(111,312
)
$
200,594
Table of Contents
2008
2007
Gross
Accumulated
Gross
Accumulated
Amount
Amortization
Amount
Amortization
$
22,070
$
$
4,219
$
15,900
65,749
800
(658
)
1,200
5,153
(429
)
8,802
(1,268
)
5,849
(503
)
$
48,772
$
(1,926
)
$
80,970
$
(932
)
Estimated
Fiscal
Amortization
Years
Expense
$
994
1,026
1,146
1,202
1,086
3,422
$
8,876
Table of Contents
Inventory
Associate Severance,
Liabilities Established
Reserve
Retention and
for the Closing
for Discontinued
Relocation
of Acquired Locations
Merchandise
Total
$
120
$
(569
)
$
$
(449
)
(120
)
(85
)
(205
)
$
$
(654
)
$
$
(654
)
121
121
2,059
2,059
$
$
1,526
$
$
1,526
5,491
615
6,106
970
15,143
3,012
19,125
(2,906
)
(307
)
(3,213
)
3,122
3,122
(934
)
(934
)
$
3,555
$
20,099
$
2,078
$
25,732
Table of Contents
2008
2007
$
29,840
$
26,096
1,530
615
2,059
15,143
(4,125
)
(7,291
)
3,148
7,446
44,621
29,840
(9,001
)
(9,404
)
$
35,620
$
20,436
2008
2007
$
34,003
$
34,003
478,445
452,723
479,827
425,522
992,275
912,248
(476,293
)
(380,469
)
$
515,982
$
531,779
2008
2007
$
71,848
$
74,495
14,371
33,200
123,647
121,121
$
209,866
$
228,816
2008
2007
$
172,500
$
172,500
8,392
7,721
972
1,214
181,864
181,435
(606
)
(250
)
$
181,258
$
181,185
Table of Contents
Table of Contents
2008
2007
$
$
3.51
%
6.50
%
$
244,598
$
210,208
$
74,845
$
94,185
Table of Contents
Fiscal Year
$
72
78
83
88
94
557
$
972
Fiscal Year
$
1,347
1,345
1,117
953
971
10,233
15,966
(7,574
)
8,392
(534
)
$
7,858
Table of Contents
Fiscal Year
$
360,532
369,937
360,940
348,479
342,322
1,878,352
$
3,660,562
2008
2007
2006
$
20,345
$
26,387
$
23,075
3,465
1,198
1,790
1,454
1,228
$
25,600
$
29,039
$
24,303
$
6,514
$
10,982
$
9,277
Table of Contents
Employee Stock Options
Employee Stock Purchase Plan
Black - Scholes Valuation Assumptions (1)
2008
2007
2006
2008
2007
2006
5.51
5.29
5.29
0.5
0.5
0.5
35.89% 41.80%
36.08% 37.39%
37% 39%
53.93% 88.03%
25.66% 39.19%
24% 32%
36.34%
36.96%
38.79%
67.26%
34.29%
28.44%
2.01% 3.51%
3.39% 4.94%
4.44% 4.97%
0.28% 2.13%
3.32% 5.02%
5.09% 5.31%
$
10.26
$
11.45
$
8.34
$
3.75
$
6.87
$
5.12
(1)
This table excludes valuation assumptions related to the assumption of outstanding Golf
Galaxy options by Dicks in conjunction with the acquisition of Golf Galaxy on February 13,
2007.
(2)
The expected term of the options represents the estimated period of time until exercise
and is based on historical experience of similar awards, giving consideration to the
contractual terms, vesting schedules and expectations of future employee behavior.
(3)
Expected volatility is based on the historical volatility of the Companys common
stock.
(4)
The risk-free interest rate is based on the implied yield available on U.S. Treasury
constant maturity interest rates whose term is consistent with the expected life of the
stock options.
Weighted
Weighted
Average
Average
Remaining
Shares
Exercise
Contractual
Aggregate
Subject to
Price per
Life
Intrinsic Value
Options
Share
(Years)
(in thousands)
23,278,774
$
7.66
8.72
$
249,432
2,756,916
19.61
(5,371,716
)
4.30
(1,031,146
)
14.86
19,632,828
$
9.88
6.64
$
324,610
5,324,866
25.86
(4,769,933
)
6.34
(911,316
)
20.62
19,276,445
$
14.66
6.35
$
352,494
795,455
26.96
(686,905
)
10.56
(761,560
)
23.23
18,623,435
$
14.99
5.43
$
37,135
14,047,827
$
11.62
4.71
$
37,125
Table of Contents
Weighted
Average Fair
Shares
Value
7,075,779
$
10.40
795,455
10.26
(2,787,477
)
8.56
(508,149
)
10.51
4,575,608
$
11.48
Options Outstanding
Options Exercisable
Weighted
Average
Weighted
Remaining
Weighted
Average
Range of
Contractual
Average
Exercise
Exercise Prices
Shares
Life (Years)
Exercise Price
Shares
Price
758,963
2.12
$
0.87
758,963
$
0.87
3,548,000
3.73
3.20
3,548,000
3.20
918,154
3.67
9.14
908,356
9.13
5,399,202
4.86
11.95
5,305,826
11.89
3,545,067
6.82
19.21
2,057,012
18.85
4,454,049
7.28
28.34
1,469,670
27.99
18,623,435
5.43
$
14.99
14,047,827
$
11.62
Weighted
Average
Grant Date
Shares
Fair Value
$
300,000
26.01
300,000
$
26.01
413,843
27.39
(150,000
)
26.01
(190,381
)
26.40
373,462
$
27.33
Table of Contents
2008
2007
2006
$
88,874
$
118,305
$
62,573
13,899
16,882
11,247
102,773
135,187
73,820
(42,105
)
(28,983
)
631
(3,801
)
(3,713
)
623
(45,906
)
(32,696
)
1,254
$
56,867
$
102,491
$
75,074
Table of Contents
2008
2007
2006
35.0
%
35.0
%
35.0
%
3.7
%
3.6
%
4.2
%
12.8
%
0.0
%
0.0
%
208.4
%
0.0
%
0.0
%
1.3
%
1.2
%
0.8
%
261.2
%
39.8
%
40.0
%
2008
2007
$
16,769
$
10,605
22,161
15,760
11,791
6,527
3,664
2,252
21,434
16,117
1,891
2,753
7,176
5,704
4,651
4,148
3,055
2,787
2,723
3,896
11,401
279
742
1,740
107,458
72,568
(20,932
)
(17,525
)
(8,196
)
(28,963
)
(29,128
)
(46,488
)
$
78,330
$
26,080
Table of Contents
2008
2007
$
9,715
$
10,342
1,303
1,721
(2,627
)
(1,527
)
1,188
1,473
(1,545
)
(2,190
)
(205
)
(104
)
$
7,829
$
9,715
2008
2007
2006
$
11,104
$
12,856
$
10,836
(141
)
(1,566
)
(811
)
$
10,963
$
11,290
$
10,025
Table of Contents
Fiscal Year Ended
2008
2007
2006
$
(35,094
)
$
155,036
$
112,611
111,662
109,383
102,512
$
(0.31
)
$
1.42
$
1.10
$
(35,094
)
$
155,036
$
112,611
111,662
109,383
102,512
7,121
8,278
111,662
116,504
110,790
$
(0.31
)
$
1.33
$
1.02
Table of Contents
Fiscal Year
$
9,456
10,790
12,115
14,935
5,396
35,248
$
87,940
Level 1:
Observable inputs such as quoted prices in active markets;
Level 2:
Inputs, other than quoted prices in active markets, that are observable either directly or
indirectly; and
Level 3:
Unobservable inputs in which there is little or no market data, which require the
reporting entity to develop its own assumptions.
Description
Level 1
Level 2
Level 3
$
2,629
$
$
8,065
$
10,694
$
$
Table of Contents
Fiscal 2008
First
Second
Third
Fourth
Quarter
Quarter
Quarter
Quarter
$
912,112
$
1,086,294
$
924,191
$
1,207,531
259,106
319,658
253,100
352,183
34,218
75,431
13,602
(92,872
)
20,775
41,115
7,393
(104,377
) (1)
$
0.19
$
0.37
$
0.07
$
(0.93
)
$
0.18
$
0.35
$
0.06
$
(0.93
)
Weighted average number of shares of common stock outstanding:
111,216
111,483
111,906
112,115
117,295
116,806
116,774
112,115
Fiscal 2007
First
Second
Third
Fourth
Quarter
Quarter
Quarter
Quarter
$
823,553
$
1,013,421
$
838,831
$
1,212,615
244,419
298,660
238,663
376,320
39,291
83,194
21,682
124,650
21,701
47,930
12,233
73,171
$
0.20
$
0.44
$
0.11
$
0.66
$
0.19
$
0.41
$
0.10
$
0.62
Weighted average number of shares of common stock outstanding:
107,098
108,580
110,804
111,033
114,442
115,528
118,305
117,721
(1)
The net loss in the fourth quarter of 2008 includes non-cash impairment charges of $193.4
million.
(2)
Quarterly results for fiscal 2008 and 2007 do not add to full year results due to
rounding.
Table of Contents
(Registrant)
Timothy E. Kullman
Executive Vice President Finance, Administration, Chief Financial Officer and Treasurer
Date: March 20, 2009
SIGNATURE
CAPACITY
DATE
Chairman, Chief Executive
March 20, 2009
Officer and Director
Executive Vice President
March 20, 2009
Finance, Administration, Chief
Financial Officer and Treasurer
(principal financial and
accounting officer)
Vice Chairman and Director
March 20, 2009
Director
March 20, 2009
Director
March 20, 2009
Director
March 20, 2009
Director
March 20, 2009
Table of Contents
Dicks Sporting Goods, Inc.
Pittsburgh, Pennsylvania
March 20, 2009
Table of Contents
Balance at
Charged to
Other -
Balance at
Beginning
Costs and
Acquisition
End
of Period
Expenses
Related
Deductions
of Period
$
9,331
$
10,545
$
$
(3,980
)
$
15,896
1,900
925
(794
)
2,031
$
15,896
$
6,973
$
1,327
$
(4,981
)
$
19,215
2,031
3,459
212
(2,817
)
2,885
$
19,215
$
10,814
$
3,012
$
(7,674
)
$
25,367
2,885
5,507
(5,133
)
3,259
Table of Contents
Exhibit
Number
Description
Method of Filing
Agreement and Plan of Merger dated as of
November 13, 2006, by and among the Registrant,
Golf Galaxy, Inc. and Yankees Acquisition Corp.
Incorporated by reference to Exhibit 2.1 to the
Registrants Form
8-K,
File No. 001-31463, filed
on November 14, 2006
Amended and Restated Certificate of Incorporation
Incorporated by reference to Exhibit 3.1 to the
Registrants Registration Statement on Form S-8,
File No. 333-100656, filed on October 21, 2002
Amendment to the Amended and Restated
Certificate of Incorporation, dated as of June
10, 2004
Incorporated by reference to Exhibit 3.1 to the
Registrants Form
10-Q,
File No. 001-31463, filed
on September 9, 2004
Form of Amended and Restated Bylaws
Incorporated by reference to Exhibit 3.4 to the
Registrants Statement on Form S-1, File No.
333-96587, filed on July 17, 2002
Second Amended and Restated Credit Agreement
dated as of July 28, 2004 among Dicks Sporting
Goods, Inc., the Lenders Party thereto and
General Electric Capital Corporation
Incorporated by reference to Exhibit 4.1 to the
Registrants Statement on Form
8-K,
File No.
001-31463, filed on July 30, 2004
Form of Stock Certificate
Incorporated by reference to Exhibit 4.1 to the
Registrants Statement on Form S-1, File No.
333-96587, filed on July 17, 2002
Indenture dated as of February 18, 2004 between
the Registrant and Wachovia Bank, National
Association, as Trustee
Incorporated by reference to Exhibit 10.3 to the
Registrants Form
8-K,
File No. 001-31463, filed
on February 24, 2004
Registration Rights Agreement among the
Registrant, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Banc of America Securities
LLC and UBS Securities LLC dated as of February
18, 2004
Incorporated by reference to Exhibit 10.2 to the
Registrants Form
8-K,
File No. 001-31463, filed
on February 24, 2004
Form of Confirmation of OTC Warrant Transaction,
Amended and Restated as of February 13, 2004
Incorporated by reference to Exhibit 10.7 to the
Registrants Form
8-K,
File No. 001-31463, filed
on February 24, 2004
Senior Convertible Notes due 2024, Purchase
Agreement among Dicks Sporting Goods, Inc.,
Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Banc of America LLC and UBS
Securities LLC, dated as of February 11, 2004
Incorporated by reference to Exhibit 10.1 to the
Registrants Form
8-K,
File No. 001-31463, filed
on February 24, 2004
First Supplemental Indenture, dated as of December
22, 2004, between the Registrant and Wachovia
Bank, National Association, as Trustee
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K,
File No.
001-31463, filed on
December 23, 2004.
Consent to Second Amended and Restated Credit
Agreement, dated as of December 23, 2004, between
the Registrant, the Lenders party thereto
and General Electric Capital Corporation
Incorporated by
reference to
Exhibit 10.2 to the
Registrants Form
8-K,
File No.
001-31463, filed on
December 23, 2004.
Table of Contents
Exhibit
Number
Description
Method of Filing
Associate Savings and Retirement Plan
Incorporated by
reference to
Exhibit 10.1 to the
Registrants
Statement on Form
S-1, File No.
333-96587, filed on
July 17, 2002
Registrants 1992 Stock Option Plan
Incorporated by
reference to
Exhibit 10.4 to the
Registrants
Statement on Form
S-1, File No.
333-96587, filed on
July 17, 2002
Registrants 2002 Stock Plan, as amended
Incorporated by
reference to
Exhibit 4.1 to the
Registrants
Registration
Statement on Form
S-8, File No.
333-102385, filed
on January 7, 2003
Lease Agreement, dated November 3, 1999, for 75,000 square foot distribution
center in Conklin, NY
Incorporated by
reference to
Exhibit 10.9 to the
Registrants
Statement on Form
S-1, File No.
333-96587, filed on
July 17, 2002
Form of Agreement entered into between Dicks Sporting Goods, Inc. and various
executive officers, which sets forth form of severance
Incorporated by
reference to
Exhibit 10.10 to
the Registrants
Statement on Form
S-1, File No.
333-96587, filed on
July 17, 2002
Form of Option Award entered into between Dicks Sporting Goods, Inc. and
various executive officers, directors and employees
Incorporated by
reference to
Exhibit 10.9 to the
Registrants Form
10-K,
File No.
001-31463, filed on
April 8, 2004
Option Agreement between Dicks Sporting Goods, Inc. and Edward W. Stack
Incorporated by
reference to
Exhibit 10.12 to
the Registrants
Statement on Form
S-1, File No.
333-96587, filed on
July 17, 2002
Option Agreement between Dicks Sporting Goods, Inc. and Edward W. Stack
Incorporated by
reference to
Exhibit 10.12 to
the Registrants
Form
10-K,
File No.
001-31463, filed on
April 8, 2004
Form of Confirmation of OTC Convertible Note Hedge, Amended and Restated as of
February 13, 2004
Incorporated by
reference to
Exhibit 10.6 to the
Registrants Form
8-K,
File No.
001-31463, filed on
February 24, 2004
Amended and Restated Lease Agreement, originally dated February 4, 1999, for
distribution center located in Smithton, Pennsylvania, effective as of May 5,
2004
Incorporated by
reference to
Exhibit 10.5 to the
Registrants Form
10-Q,
File No.
001-31463, filed on
September 9, 2004.
Description of Compensation Payable to Non-Management Directors
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K,
File No.
001-31463, filed on
March 8, 2005.
Consent and Waiver to the Amended and Restated Credit Agreement, dated as of June 14, 2004, among
Dicks Sporting Goods, Inc., the Lenders party thereto and General Electric Capital Corporation,
as agent for the lenders
Incorporated by
reference to
Exhibit 10.2 to the
Registrants
Form
8-K,
File
No. 001-31463,
filed on June 22,
2004
Waiver of Confirmation of OTC Convertible Note Hedge Agreement entered into among the Registrant
and Merrill Lynch International on February 13, 2004
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K,
File No.
001-31463, filed on
December 10, 2004.
Amended and Restated Lease Agreement originally dated August 31, 1999, for distribution center
located in Plainfield, Indiana, effective as of November 30, 2005, between CP Gal Plainfield, LLC
and Dicks Sporting Goods, Inc.
Incorporated by
reference to
Exhibit 10.22 to
Registrants Form
10-K,
File No.
001-31463, filed on
March 23, 2006
Table of Contents
Exhibit
Number
Description
Method of Filing
Offer Letter between the Company and Gwen K. Manto, Executive Vice President and Chief
Merchandising Officer
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K,
File No.
001-31463, filed on
December 9, 2005
Aircraft Sublease Agreement, dated February 13, 2006, for the business use of
an aircraft, between Dicks Sporting Goods, Inc. and Corporate Air, LLC
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K,
File No.
001-31463, filed on
February 14, 2006
Dicks Sporting Goods Supplemental Smart Savings Plan
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K,
File No.
001-31463, filed on
July 6, 2006
First Amendment to the Second Amended and Restated Credit Agreement dated as of
November 9, 2006
Incorporated by
reference to
Exhibit 10.2 to the
Registrants Form
8-K,
File No.
001-31463, filed on
November 14, 2006
Second Amendment to Second Amended and Restated Credit Agreement dated as of
February 13, 2007
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K,
File No.
001-31463, filed on
February 13, 2007
Cover Letter and Second Amended and Restated Employment Agreement, dated
February 13, 2007
Incorporated by
reference to
Exhibit 10.2 to the
Registrants Form
8-K,
File No.
001-31463, filed on
February 13, 2007
Stock Option Agreement
Incorporated by
reference to
Exhibit 10.3 to the
Registrants Form
8-K,
File No.
001-31463, filed on
February 13, 2007
Restricted Stock Award Agreement, dated February 13, 2007
Incorporated by
reference to
Exhibit 10.4 to the
Registrants Form
8-K,
File No.
001-31463, filed on
February 13, 2007
Third Amendment and Waiver to Second Amended and Restated Credit Agreement
dated as of February 28, 2007
Incorporated by
reference to
Exhibit 10.33 to
the Registrants
Form 10-K, File No.
001-31463, filed on
March 23, 2007
Golf Galaxy, Inc. Amended and Restated 1996 Stock Option and Incentive Plan
Incorporated by
reference to
Exhibit 4.1 to the
Registrants
Statement on Form
S-8, File No.
333-140713, filed
on February 14,
2007
Golf Galaxy, Inc. 2004 Stock Incentive Plan
Incorporated by
reference to
Exhibit 4.2 to the
Registrants
Statement on Form
S-8, File No.
333-140713, filed
on February 14,
2007
Amended and Restated Employee Stock Purchase Plan
Incorporated by
reference to
Appendix A to the
Registrants
Definitive Proxy
Statement, File No.
001-31463, filed on
May 3, 2007
Offer Letter between Dicks Sporting Goods, Inc. and Timothy E. Kullman, dated
February 5, 2007, as amended by letter dated February 9, 2007
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K,
File No.
001-31463, filed on
March 20, 2007
Amendment to Dicks Sporting Goods, Inc. Supplemental Smart Savings Plan
Incorporated by
reference to
Exhibit 10.7 to the
Registrants Form
10-Q,
File No.
001-31463, filed on
June 6, 2007
Fourth Amendment to the Second Amended and Restated Credit Agreement, dated
July 27, 2007
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K,
File No.
001-31463, filed on
August 2, 2007
Table of Contents
Exhibit
Number
Description
Method of Filing
Amendment dated June 22, 2007 to Confirmation of OTC Convertible Note Hedge,
Amended and Restated as of February 13, 2004
Incorporated by
reference to
Exhibit 10.2 to the
Registrants Form
10-Q,
File No.
001-31463, filed on
August 28, 2007
Fifth Amendment to the Second Amended and Restated Credit Agreement, dated as
of November 20, 2007
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K,
File No.
001-31463, filed on
December 7, 2007
Amended and Restated Officers Supplemental Savings Plan, dated December 12,
2007
Incorporated by
reference to
Exhibit 10.35 to
the Registrants
Form 10-K, File No.
001-31463, filed on
March 27, 2008.
First Amendment to Amended and Restated Officers
Supplemental Savings Plan, dated March 27, 2008
Incorporated by
reference to
Exhibit 10.36 to
the Registrants
Form 10-K, File No.
001-31463, filed on
March 27, 2008.
Sixth Amendment to the Second Amended and Restated Credit Agreement, dated as
of January 24, 2008
Incorporated by
reference to
Exhibit 10.37 to
the Registrants
Form 10-K, File No.
001-31463, filed on
March 27, 2008.
Written Description of Performance Incentive Awards
Incorporated by
reference to
Exhibit 10.38 to
the Registrants
Form 10-K, File No.
001-31463, filed on
March 27, 2008.
Form of Restricted Stock Award
Incorporated by
reference to
Exhibit 10.39 to
the Registrants
Form 10-K, File No.
001-31463, filed on
March 27, 2008.
Registrants Amended and Restated 2002 Stock Plan
Incorporated by
reference to
Appendix A to the
Registrants
Schedule 14A, File
No. 001-31463,
filed on May 7,
2008
Golf Galaxy, Inc. Amended and Restated 2004 Stock Incentive Plan
Incorporated by
reference to
Exhibit 4.2 to the
Registrants Form
10-Q,
File No.
001-31463, filed on
May 22, 2008
Amendment to Registrants 1992 Stock Option Plan
Incorporated by
reference to
Exhibit 4.3 to the
Registrants Form
10-Q,
File No.
001-31463, filed on
May 22, 2008
Amendment to Golf Galaxy, Inc.s Amended and Restated 1996 Stock Option and
Incentive Plan
Incorporated by
reference to
Exhibit 4.4 to the
Registrants Form
10-Q,
File No.
001-31463, filed on
May 22, 2008
Second Amendment to Registrants Supplemental Smart Savings Plan
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
10-Q,
File No.
001-31463, filed on
May 22, 2008
Third Amendment to Registrants Supplemental Smart Savings Plan
Incorporated by
reference to
Exhibit 10.2 to the
Registrants Form
10-Q,
File No.
001-31463, filed on
May 22, 2008
Seventh Amendment to the Second Amended and Restated Credit Agreement, dated as
of July 31, 2008
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
10-Q,
File No.
001-31463, filed on
August 26, 2008
Eighth Amendment and Joinder to the Second Amended and Restated Credit
Agreement, dated as of November 19, 2008
Incorporated by
reference to
Exhibit 10.1 to the
Registrants Form
8-K,
File No.
001-31463, filed on
November 19, 2008
Table of Contents
Exhibit
Number
Description
Method of Filing
Agreement and General Release between
Registrant, Golf Galaxy, Inc. and Randall K.
Zanatta, dated as of June 26, 2008
Incorporated by
reference to
Exhibit 10.2 to the
Registrants Form
10-Q,
File No.
001-31463, filed on
November 26, 2008
Second Amendment to the Dicks Sporting Goods
Officers Supplemental Savings Plan, dated as of
December 4, 2008
Filed herewith
Fourth Amendment to the Dicks Sporting Goods
Supplemental Smart Savings Plan, dated as of
December 4, 2008
Filed herewith
First Amendment to the Amended and Restated
Employee Stock Purchase Plan, dated as of
December 4, 2008
Filed herewith
Computation of Ratio of Earnings to Fixed Charges
Filed herewith
Subsidiaries
Incorporated by
reference to
Exhibit 21 to the
Registrants Form
10-K, File No.
001-31463, filed on
March 27, 2008
Consent of Deloitte & Touche LLP
Filed herewith
Certification of Edward W. Stack, Chairman and
Chief Executive Officer, dated as of March 20,
2009 and made pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended.
Filed herewith
Certification of Timothy E. Kullman, Executive
Vice President Finance, Administration, Chief
Financial Officer and Treasurer, dated as of
March 20, 2009 and made pursuant to Rule
13a-14(a) of the Securities Exchange Act of
1934, as amended.
Filed herewith
Certification of Edward W. Stack, Chairman and
Chief Executive Officer, dated as of March 20,
2009 and made pursuant to Section 1350, Chapter
63 of Title 18, United States Code, as adopted
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
Filed herewith
Certification of Timothy E. Kullman, Executive
Vice President Finance, Administration, Chief
Financial Officer and Treasurer, dated as of
March 20, 2009 and made pursuant to Section
1350, Chapter 63 of Title 18, United States
Code, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
Filed herewith
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By: |
/s/ Kathryn L. Sutter
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Title: SVP, Human Resources |
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2.2 | Affiliated Company | ||
Affiliated Company means any entities with whom the Company would be considered a single employer under Code Sections 414(b) or 414(c). |
2.9 | Committee | ||
Committee means the committee of the Company that will be responsible for the administration of the Plan pursuant to Article IX, or if no committee has been established, Committee means the Company. |
2.10 | Company | ||
Company means Dicks Sporting Goods, Inc. |
2.17 | Eligible Employee | ||
Eligible Employee means any senior managers and other highly compensated employees of the Company who are designated by the Committee for participation. Eligible Employee also means any senior manager and other highly compensated employees of Affiliated Companies who are designated by the Committee for participation. |
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2.22A | OSSP | ||
OSSP means the Dicks Sporting Goods Officers Supplemental Savings Plan. |
2.29B | Similar Deferred Compensation Arrangements | ||
Similar Deferred Compensation Arrangements means all agreements, methods, programs, and other arrangements sponsored by the Company and its Affiliated Companies that would be aggregated with any terminated and liquidated agreements, methods, programs, and other arrangements under Treasury Regulation Section 1.409A-1(c) if the same Participant had deferrals of compensation under all of the agreements, methods, programs, and other arrangements that are terminated and liquidated. |
(h) | amounts transferred from the OSSP. |
(f) | Notwithstanding the foregoing, Participants were permitted to revise elections as to time and form of payment pursuant to the Code Section 409A transition relief. |
4.7 | Transfers between OSSP and the Plan | ||
In the case of an Eligible Employee who becomes eligible to participate in this Plan during the Plan Year, but who cannot make a mid-year election because the Eligible Employee was eligible for the OSSP, any deferral election that such Eligible Employee had under the OSSP shall be transferred to and apply under this Plan for the remainder of the Plan Year. Matching Contributions made on deferrals after the date the Eligible Employee becomes a Participant in this Plan may be made in accordance |
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with this Plan. Elections made by the Eligible Employee under the OSSP as to time and form of payment of amounts deferred for the Plan Year shall apply not only to amounts deferred under the OSSP, but also to amounts deferred for the remainder of the Plan Year under this Plan. | |||
In the case of an individual who ceases to be eligible for this Plan during a Plan Year but becomes eligible to participate in the OSSP during the Plan Year, any deferral election that such individual had under this Plan shall be transferred to and apply under the OSSP for the remainder of the Plan Year. Matching contributions made on deferrals after the date the individual becomes a participant in the OSSP will be made in accordance with the OSSP. Elections made by such individual under this Plan as to time and form of payment of amounts deferred for the Plan Year shall apply not only to amounts deferred under this Plan, but also to amounts deferred for the remainder of the Plan Year under the OSSP. | |||
In the case of a Participant who previously was eligible for the OSSP and becomes eligible to participate in this Plan, such Participants account balance under the OSSP shall be transferred to this Plan as soon as administratively practicable. Elections made by the Participant under the OSSP as to time and form of payment of such transferred amounts shall continue to apply under this Plan. The vesting schedule applicable under the OSSP to such transferred amounts shall continue to apply under this Plan. | |||
In the case of a Participant who ceases to be eligible for this Plan and becomes eligible to participate in the OSSP, such Participants account balance under this Plan shall be transferred to the OSSP as soon as administratively practicable. Elections made by the Participant under this Plan as to time and form of payment of such transferred amounts shall continue to apply under the OSSP. The vesting schedule applicable under this Plan to such transferred amounts shall continue to apply under the OSSP. |
7.1 | Amendments | ||
The Company may amend the Plan at any time by action of its board of directors. The Company, by action of its board of directors, may delegate its authority to amend the Plan to a committee or individuals. No |
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amendment may reduce the amount credited to Participant Accounts, except as may otherwise be required by law. |
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By: |
/s/ Kathryn L. Sutter
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Title: |
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/s/ Kathryn L. Sutter
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Title: |
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Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | ||||||||||||||||
2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
Earnings
|
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Income from continuing operations before taxes
|
$ | 21,773 | $ | 257,527 | $ | 187,685 | $ | 121,634 | $ | 114,841 | ||||||||||
Fixed charges
|
49,267 | 43,390 | 34,720 | 36,609 | 25,283 | |||||||||||||||
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Total earnings
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$ | 71,040 | $ | 300,917 | $ | 222,405 | $ | 158,243 | $ | 140,124 | ||||||||||
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Fixed Charges
|
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Interest expense, net
|
$ | 10,963 | $ | 11,290 | $ | 10,025 | $ | 12,959 | $ | 8,009 | ||||||||||
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Portion of rent expense representative of interest
|
38,304 | 32,100 | 24,695 | 23,650 | 17,274 | |||||||||||||||
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Total fixed charges
|
$ | 49,267 | $ | 43,390 | $ | 34,720 | $ | 36,609 | $ | 25,283 | ||||||||||
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Ratio of earnings to fixed charges
|
1.44 | 6.94 | 6.41 | 4.32 | 5.54 | |||||||||||||||
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(Earnings) + (Fixed Charges)
|
84
85
/s/ EDWARD W. STACK
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Date: March 20, 2009 | |
Chairman and Chief Executive Officer | ||
Dicks Sporting Goods, Inc. |
86
/s/ TIMOTHY E. KULLMAN
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Date: March 20, 2009 | |
Executive Vice President Finance, Administration, Chief Financial Officer and Treasurer | ||
Dicks Sporting Goods, Inc. |
87
/s/ EDWARD W. STACK
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Date: March 20, 2009 | |
Chairman and Chief Executive Officer
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Dicks Sporting Goods, Inc.
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88
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/s/ TIMOTHY E. KULLMAN
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Date: March 20, 2009 | |
Executive Vice President Finance, Administration, Chief Financial Officer and Treasurer
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Dicks Sporting Goods, Inc.
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