DICKS SPORTING GOODS INC (Form: 8-K, Received: 08/15/2017 08:49:54)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 9, 2017

DICK'S SPORTING GOODS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)



001-31463		16-1241537
(Commission File Number)		(IRS Employer Identification No.)



345 Court Street Coraopolis, Pennsylvania		15108
(Address of Principal Executive Offices)		(Zip Code)

(724) 273-3400

(Registrant's Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

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

TABLE OF CONTENTS



ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT	3
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION	3
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT	3
ITEM 8.01. OTHER EVENTS	3
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS	4
SIGNATURE	5

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On August 9, 2017, Dick’s Sporting Goods, Inc. (the “Company”), Dick’s Merchandising & Supply Chain, Inc., and certain other subsidiaries of the Company entered into a Second Amendment (the “Amendment”) to the Company’s Amended and Restated Credit Agreement, dated as of August 12, 2015 (as amended by the First Amendment thereto dated as of July 22, 2016, the “Existing Credit Agreement”, and as further amended by the Amendment, the “Credit Agreement”), by and among the Company, the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent and collateral agent, and the other lenders party thereto. The Credit Agreement governs the Company’s senior secured credit facility.

Pursuant to the terms of the Amendment, the maturity date of the commitments and loans under the Existing Credit Agreement was extended to August 9, 2022. Additionally, the aggregate commitments under the senior secured credit facility were increased by $250 million, to $1.25 billion, and the Existing Credit Agreement was further amended to provide for a $350 million uncommitted accordion. The Amendment also modified certain terms and provisions of the Existing Credit Agreement, including reducing the excess availability threshold for springing cash dominion and monthly financial reporting, and modifying the thresholds for field exams and appraisals.

Other than as described above, the terms of the Credit Agreement are not materially different from those in the Existing Credit Agreement.

The Existing Credit Agreement is described in the Company’s Current Report on Form 8-K filed on August 18, 2015.

The foregoing description of the Amendment and the Credit Agreement is qualified in its entirety by reference to the full and complete terms contained in the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.


ITEM 2.02.	RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 15, 2017 , the Company issued a press release announcing its results for the second fiscal quarter ended July 29, 2017 and certain other information that is furnished as Exhibit 99.1 to this Form 8-K.


ITEM 2.03.	CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The information set forth in Item 1.01 is incorporated herein by reference into this Item 2.03.


ITEM 8.01.	OTHER EVENTS

On August 10, 2017 , the Board of Directors of Dick's Sporting Goods, Inc. authorized and declared a quarterly dividend in the amount of $0.17 per share on the Company's Common Stock and Class B Common Stock. The dividend is payable in cash on September 29, 2017 to stockholders of record at the close of business on September 8, 2017 .


ITEM 9.01.	FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.



Exhibit No.		Description

10.1		Second Amendment to the Amended and Restated Credit Agreement, dated as of August 9, 2017, among Dick’s Sporting Goods, Inc. and Dick’s Merchandising & Supply Chain, Inc., as borrowers, the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, collateral agent, letter of credit issuer and swing line lender, and the lenders party thereto.
99.1		Press Release dated August 15, 2017 by Dick's Sporting Goods, Inc. furnished herewith

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	DICK'S SPORTING GOODS, INC.


Date: August 15, 2017	By:	/s/ LEE J. BELITSKY
	Name:	Lee J. Belitsky
	Title:	Executive Vice President – Chief Financial Officer

Exhibit Index



Exhibit No.		Description

10.1		Second Amendment to the Amended and Restated Credit Agreement, dated as of August 9, 2017, among Dick’s Sporting Goods, Inc. and Dick’s Merchandising & Supply Chain, Inc., as borrowers, the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, collateral agent, letter of credit issuer and swing line lender, and the lenders party thereto.
99.1		Press Release dated August 15, 2017 by Dick's Sporting Goods, Inc. furnished herewith

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”) is made as of August 9, 2017, by and among:

DICK’S SPORTING GOODS, INC., a Delaware corporation, and DICK’S MERCHANDISING & SUPPY CHAIN, INC. (jointly and severally, individually and collectively, the “ Borrower ”),

the Guarantors referred to on the signature pages hereof,

WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association with offices at One Boston Place, 19th Floor, Boston, Massachusetts 02108, as Administrative Agent and Collateral Agent (in such capacities, the “ Agent ”) for the Credit Parties and as L/C Issuer and Swing Line Lender; and

the Lenders referred to on the signature pages hereof.

W I T N E S S E T H :

A. Reference is made to a certain Amended and Restated Credit Agreement, dated as of August 12, 2015 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “ Credit Agreement ”), by and among (i) the Borrower, (ii) the Guarantors from time to time party thereto, (iii) the Lenders from time to time party thereto, and (iv) the Agent. All capitalized terms used herein, and not otherwise defined herein, shall have the meanings assigned to such terms in the Credit Agreement.

B. Section 2.15 of the Credit Agreement provides that the Borrower may, subject to the satisfaction of the terms and conditions set forth therein, request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $250,000,000.

C. The Borrower has requested that the Lenders increase the Aggregate Commitments by $250,000,000 (the “ Commitment Increase ”), with the Increase Effective Date for the Commitment Increase being the Second Amendment Effective Date (as defined herein), and the Lenders named on Schedule 2.01 hereto (such Lenders being collectively referred to as the “ Increasing Lenders ”) have agreed to provide Commitments in respect of the Commitment Increase.

D. The Loan Parties, the Agent, and the Lenders have agreed to amend certain terms and conditions of the Credit Agreement and to provide for the Commitment Increase as provided herein.

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


1.	Amendments to Credit Agreement . The provisions of the Credit Agreement are hereby amended as follows:


(a)	Section 1.01 of the Credit Agreement is hereby amended by deleting the reference to “Eligible GSI Receivables” in the definition of “Availability Reserves”.


(b)	Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Aggregate Commitments” set forth therein in its entirety and by substituting the following in its stead:

““Aggregate Commitments” means the sum of the Commitments of all the Lenders. As of the Second Amendment Effective Date, the Aggregate Commitments are $1,250,000,000.”


(c)	Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Borrowing Base” set forth therein in its entirety and by substituting the following in its stead:

““Borrowing Base” means, at any time of calculation, an amount equal to:

(a) the face amount of Eligible Credit Card Receivables multiplied by 90%;

plus

(b) the Cost of Eligible Inventory, net of Inventory Reserves, multiplied by the product of 90% multiplied by the Appraised Value of Eligible Inventory;

minus


(d)	Section 1.01 of the Credit Agreement is hereby amended by deleting each reference to “15%” in the definition of “Cash Dominion Event” therein and by substituting “12.5%” in its stead.


(e)	Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Credit Card Receivables” set forth therein in its entirety and by substituting the following in its stead:

““Credit Card Receivables” means each “payment intangible” (as defined in the UCC) together with all income, payments and proceeds thereof, owed by a Credit Card Issuer, Credit Card Processor or applicable e-commerce service provider or electronic payment services provider to a Loan Party resulting from charges by a customer of a Loan Party (i) on credit or debit cards issued by such Credit Card Issuer or (ii) from PayPal or any other e-commerce service provider or electronic payment services provider as the Administrative Agent shall reasonably approve from time to time, in each case, in connection with the sale of goods by a Loan Party, or services performed by a Loan Party, in each case, in the ordinary course of its business.”


(f)	Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Defaulting Lender” set forth therein in its entirety and by substituting the following in its stead:

““Defaulting Lender” means any Lender that (a) has failed to fund any amounts required to be funded by it under this Agreement within one (1) Business Day of the date that it is required to do so under this Agreement (including the failure to make available to the Agent amounts required pursuant to a settlement or to make a required payment in connection with a Letter of Credit Disbursement), (b) notified the Borrower, the Agent, or any Lender in writing that it does not intend to comply with all or any portion of its funding obligations under this

Agreement, (c) has made a public statement to the effect that it does not intend to comply with its funding obligations under the Agreement or under other agreements generally (as reasonably determined by the Agent) under which it has committed to extend credit, (d) failed, within one (1) Business Day after written request by the Agent, to confirm that it will comply with the terms of the Agreement relating to its obligations to fund any amounts required to be funded by it under the Agreement, (e) otherwise failed to pay over to the Agent or any other Lender any other amount required to be paid by it under the Agreement within one (1) Business Day of the date that it is required to do so under the Agreement, or (f) (i) becomes or is insolvent or has a parent company that has become or is insolvent, (ii) becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, or custodian or appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or (iii) become the subject of a Bail-in Action; provided , that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Borrower, L/C Issuer, and each Lender.”


(g)	Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Fee Letter” set forth therein in its entirety and by substituting the following in its stead:

““Fee Letter” means, collectively, (i) the letter agreement, dated as of June 3, 2015, among the Borrower and the Agent, and (ii) the Second Amendment Fee Letter.”


(h)	Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Eligible GSI Receivables”.


(i)	Section 1.01 of the Credit Agreement is hereby amended by deleting clause (a) in the definition of “Eligible In-Transit Inventory” set forth therein in its entirety and by substituting the following in its stead:

“(a) (i) which has been shipped from a foreign location for receipt by a Loan Party, but which has not yet been delivered to such Loan Party, which In-Transit Inventory has been in transit for sixty (60) days or less from the date of shipment of such Inventory or (ii) which has been received at a distribution center of a Loan Party from the applicable carrier but which has not been entered into such Loan Party’s inventory stock ledger (i.e., “on the dock” or “on the yard”);”


(j)	Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “GSI” set forth therein in its entirety.


(k)	Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “GSI E-Commerce Agreement” set forth therein in its entirety.


(l)	Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “In-Transit Inventory” set forth therein in its entirety and by substituting the following in its stead:

““In-Transit Inventory” means Inventory of a Loan Party which is in the possession of a common carrier and is in transit from (i) a foreign vendor of a Loan Party from a location outside of the United States to a location of a Loan Party that is within the United States or (ii) a vendor of a Loan Party from a location within the United States to a location of a Loan Party within the United States.”


(m)	Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Maturity Date” set forth therein in its entirety and by substituting the following in its stead:

““Maturity Date” means August 9, 2022.”


(n)	Section 1.01 of the Credit Agreement is hereby amended by adding the following new definitions in appropriate alphabetical order:

““Anti-Corruption Laws” means the FCPA, the U.K. Bribery Act of 2010, as amended, and all other applicable laws and regulations or ordinances concerning or relating to bribery, money laundering or corruption in any jurisdiction in which any Loan Party or any of its Subsidiaries or Affiliates is located or is doing business.”

““Anti-Money Laundering Laws” means the applicable laws or regulations in any jurisdiction in which any Loan Party or any of its Subsidiaries or Affiliates is located or is doing business that relates to money laundering, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto.”

““Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.”

““Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.”

““EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.”

““EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.”

““EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.”

““EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.”

““FCPA” means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.”

““OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.”

““Sanctioned Entity” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, or (d) a Person resident in or determined to be resident in a country, in each case of clauses (a) through (d) that is a target of Sanctions, including a target of any country sanctions program administered and enforced by OFAC.”

““Sanctioned Person” means, at any time (a) any Person named on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, OFAC’s consolidated Non-SDN list or any other Sanctions-related list maintained by any Sanctions Authority, (b) a Person that is a target of Sanctions, (c) any Person operating, organized or resident in a Sanctioned Entity, or (d) any Person directly or indirectly controlled or 50 percent or more owned in the aggregate by or acting on behalf of any such Person or Persons described in clauses (a) through (c) above.”

““Sanctions” means individually and collectively, respectively, any and all economic sanctions, trade sanctions, financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes anti-terrorism laws and other sanctions laws, regulations or embargoes, including those imposed, administered or enforced from time to time by: (a) the United States of America, including those administered by OFAC, the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future executive order, (b) the United Nations Security Council, or (c) any other relevant sanctions authority with jurisdiction over any Loan Party or any of its respective Subsidiaries or Affiliates (any authority under clauses (a) through (c) above, a “Sanctions Authority”.”

““Second Amendment Effective Date” means August 9, 2017.”

““Second Amendment Fee Letter” means the letter agreement, dated as of June 30, 2017, among the Borrower and the Agent.”

““Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.”


(o)	Section 2.02(g) of the Credit Agreement is hereby amended by deleting the reference to “ten (10)” therein and substituting “twelve (12)” in its stead.


(p)	Section 2.15 of the Credit Agreement is hereby amended by deleting subsection (a) thereof in its entirety and by substituting the following in its stead:

“(a) Request for Increase . From and after the Second Amendment Effective Date, and provided no Default or Event of Default then exists or would arise therefrom, upon notice to the Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request a Commitment Increase by an amount (for all such requests) not exceeding $350,000,000 (each such increase, a “ Commitment Increase ”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the Borrower may make a maximum of four such requests, and (iii) the amount of the Aggregate Commitments shall not exceed $1,600,000,000 at any time.”


(q)	Section 5.14 of the Credit Agreement is hereby amended by deleting subsection (a) thereof in its entirety and by substituting the following in its stead:

“(a) None of the proceeds of the Credit Extensions shall be used directly or indirectly for any purpose that violates Regulation U.”


(r)	The following new Section 5.24 is hereby added to the Credit Agreement:

“ 5.24 OFAC/Sanctions . No Loan Party or any of its Subsidiaries or, to the knowledge of such Loan Party, any director, officer, employee, agent or Affiliate of such Loan Party or such Subsidiary (a) is a Sanctioned Person or a Sanctioned Entity, (b) has any assets located in Sanctioned Entities, or (c) derives material revenues from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. Each of the Loan Parties and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Loan Parties and their Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. Each of the Loan Parties and its Subsidiaries, and to the knowledge of each such Loan Party, each director, officer, employee, agent and Affiliate of each such Loan Party and each such Subsidiary, is in compliance with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws in all material respects. No proceeds of any loan made or Letter of Credit issued hereunder will be used by the Borrower, directly, or to the Borrower’s knowledge, indirectly, to fund any operations in, finance any investments or activities in, or make any payments to, a Person that, at the time of such funding, financing or payment, is a Sanctioned Person or a Sanctioned Entity, or will otherwise be used in any manner that would result in a violation of any applicable Sanctions, Anti-Corruption Laws or Anti-Money Laundering Laws by any Person (including any Credit Party).”


(s)	Section 6.01(c) of the Credit Agreement is hereby amended by deleting the reference to “fifteen (15%) percent” therein and substituting “twelve and one-half (12.5%) percent” in its stead.


(t)	Section 6.10 of the Credit Agreement is hereby amended by deleting subsections (b) and (c) thereof in their entirety and by substituting the following in their stead:

“(b) Upon the request of the Agent after reasonable prior notice and subject to the following sentence of this Section 6.10(b) , permit the Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Agent to conduct commercial finance examinations of (i) the Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Agent (A) shall conduct, if the Total Outstandings hereunder at any time exceed $300,000,000, one (1)

commercial finance examination in any twelve month period, at the Borrower’s expense, provided that , in the event that (x) Availability is at any time less than twenty (20%) percent of the Loan Cap, the Agent may conduct up to two (2) commercial finance examinations in any 12 month period, at the Borrower’s expense, (B) may conduct one (1) additional commercial finance examination at the expense of the Agent during the term hereof; provided, however , that notwithstanding anything in the foregoing clauses (A) or (B), in no event shall there be more than two (2) commercial finance examinations in any 12 month period unless the provisions of clause (C) are then applicable, and (C) additional commercial finance examinations if an Event of Default has occurred and is continuing, at the expense of the Borrower.

(c) Upon the request of the Agent after reasonable prior notice and subject to the following sentence of this Section 6.10(c) , permit the Agent or professionals (including appraisers) retained by the Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Agent (A) shall conduct if the Total Outstandings hereunder at any time exceed $300,000,000, one (1) inventory appraisal in any twelve month period, at the Borrower’s expense, provided that , in the event that (x) Availability is at any time less than twenty (20%) percent of the Loan Cap, the Agent may conduct up to two (2) inventory appraisals in any 12 month period, at the Borrower’s expense, (B) may conduct one (1) additional inventory appraisal at the expense of the Agent during the term hereof; provided, however , that notwithstanding anything in the foregoing clauses (A) or (B), in no event shall there be more than two (2) inventory appraisals in any 12 month period unless the provisions of clause (C) are then applicable, and (C) additional inventory appraisals if an Event of Default has occurred and is continuing, at the expense of the Borrower.”


(u)	The following new Section 6.20 is hereby added to the Credit Agreement:

“ 6.20 OFAC; Sanctions . Each Loan Party will, and will cause each of its Subsidiaries to comply in all material respects with all applicable Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. Each of the Loan Parties and its Subsidiaries shall implement and maintain in effect policies and procedures designed to ensure compliance in all material respects by the Loan Parties and their Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws.”


(v)	Section 7.11 of the Credit Agreement is hereby amended by deleting the section in its entirety and by substituting the following in its stead:

“ 7.11 Use of Proceeds. Use of proceeds of any Credit Extension, whether directly or indirectly, (a) for any purpose that violates Regulation U or (b) for purposes prohibited under this Agreement.”


(w)	Article X of the Credit Agreement is hereby amended as follows:


(i)	by deleting the final sentence of Section 10.17 thereof.


(ii)	by deleting Section 10.18 thereof in its entirety and by substituting the following in its stead: “Reserved”.


(iii)	by adding the following new Section 10.25 at the end thereof:

“ 10.25 Acknowledgment and Consent to Bail-In of EEA Financial Institutions.

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.”


(x)	Schedule 5.21(b) is hereby amended by deleting the reference to that certain Amended and Restated E-Commerce Agreement, dated as of August 25, 2008, by and between GSI Commerce Solutions, Inc. a Pennsylvania corporation, and Dick’s Sporting Goods, Inc.


(y)	Schedule 5.21(b) is hereby amended by deleting the reference to that certain Private Label and Co-Brand Consumer Credit Card Program Agreement, dated as of July 25, 2010, by and between Dick’s Sporting Goods, Inc. and GE Money Bank in its entirety and substituting in its stead:

“Private Label and Co-Brand Consumer Credit Card Program Agreement, dated as of December 18, 2015, by and between Dick’s Sporting Goods, Inc., Golf Galaxy, LLC and Synchrony Bank, as amended or replaced from time to time.”


(z)	Schedule 5.21(b) is hereby amended by adding the following new reference thereto:

“Merchant Agreement, dated as of February 16, 2016, by and between Dick’s Sporting Goods, Inc. and PayPal, Inc., as amended or replaced from time to time.”


(aa)	Schedule 6.02 is hereby amended by deleting the reference to “Eligible GSI Receivables” in subsection (a).


2.	Supplemental Schedules . To the extent that any changes in any representations, warranties, and covenants require any amendments or supplements to the schedules to the Credit Agreement, the Security Agreement, or any of the other Loan Documents, such schedules are hereby updated as set

forth in Sections 1(v), 1(w), 1(x) and 1(y) above and as evidenced by the supplemental schedules annexed to this Amendment.


3.	Commitment Increase .

(a)

Each Increasing Lender hereby agrees that, on, and subject to the occurrence of, the Second Amendment Effective Date, (i) such Increasing Lender shall increase its Commitment to an amount equal to the amount set forth opposite such Increasing Lender’s name on Schedule 2.01 to this Amendment; and (ii) such Increasing Lender shall continue to be a “Lender” for all purposes of, and subject to all the obligations of a “Lender” under the Credit Agreement and the other Loan Documents. Each Loan Party and the Agent hereby agrees that, from and after the Second Amendment Effective Date, each Increasing Lender shall be deemed to be, and shall be a “Lender” for all purposes of, and with all the rights and remedies of a “Lender” under, the Credit Agreement and the other Loan Documents. From and after the Second Amendment Effective Date, each reference in the Credit Agreement to any existing Lender’s Commitments shall mean such Lender’s Commitment as set forth opposite its name on Schedule 2.01 to this Amendment under the heading “Commitment”.


(b)	Solely for purposes of the Commitment Increase effected by clause (a) of this Section 3 on the Second Amendment Effective Date, the Agent and the Lenders hereby waive the requirement for the delivery of a notice of the requested Commitment Increase.

Ratification of Loan Documents . Except as specifically amended by this Amendment and the other documents executed and delivered in connection herewith, all of the terms and conditions of the Credit Agreement, the Security Agreement and of the other Loan Documents shall remain in full force and effect as in effect prior to the date hereof, without releasing any existing Loan Party thereunder or Collateral therefor. The Loan Parties hereby ratify, confirm, and reaffirm that all representations and warranties of such Loan Parties contained in the Credit Agreement, the Security Agreement and each other Loan Document are true and correct in all material respects on and as of the date hereof (except (i) to the extent that such representations and warranties are qualified by materiality, in which case they are true and correct in all respects, and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or in all respects, as applicable) as of such earlier date). The Guarantors hereby acknowledge, confirm and agree that the Guaranteed Obligations of the Guarantors under, and as defined in, the Facility Guaranty include, without limitation, all Obligations of the Loan Parties at any time and from time to time outstanding under the Credit Agreement and the other Loan Documents. The Loan Parties hereby acknowledge, confirm and agree that the Security Documents, and any and all Collateral previously pledged to the Agent, for the benefit of the Credit Parties, pursuant thereto, shall continue to secure all applicable Obligations (which, for the avoidance of doubt, shall include all Obligations outstanding as of the date hereof) of such Loan Parties at any time and from time to time outstanding under the Credit Agreement and the other Loan Documents, including, in each case, after giving effect to this Amendment.


5.	Conditions Precedent to Effectiveness . This Amendment shall not be effective until each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Agent (the date that such conditions are satisfied, the “ Second Amendment Effective Date ”):


(a)	The Agent shall have received each of the following documents, each in form and substance reasonably satisfactory to the Agent, duly executed by the parties thereto and in full force and effect:


(i)	this Amendment, executed by the Borrower, the Guarantors, and the Lenders on, or prior to, 5:00 p.m., New York City time on August 9, 2017 (the “ Consent Deadline ”);


(ii)	the Second Amendment Fee Letter; and


(iii)	a Note, or amended and restated Note, as applicable, in favor of each Lender requesting such a Note at least three Business Days prior to the Second Amendment Effective Date and reflecting the Commitment of such Lender after giving effect to this Amendment.

(b)

The Borrower shall have delivered to the Agent, in form and substance reasonably satisfactory to the Agent, a certificate of each Loan Party, signed by a Responsible Officer of the Borrower, (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Commitment Increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such Commitment Increase, (1) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the applicable Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of Section 2.15 of the Credit Agreement, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (2) no Default or Event of Default exists or would arise therefrom.


(c)	The Agent shall have received a favorable opinion of Shearman & Sterling LLP, New York counsel to the Loan Parties, and of Dentons US LLP, local counsel to the Loan Parties, in each case, addressed to the Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Agent may reasonably request.


(d)	After giving effect to (i) any Loans funded on the Second Amendment Effective Date, (ii) any charges to the Loan Account made in connection with this Amendment and (iii) all Letters of Credit to be issued at, or immediately subsequent to, the Second Amendment Effective Date, Availability shall be not less than $600,000,000.


(e)	After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

(f)

All reasonable Credit Party Expenses incurred by the Agent in connection with the preparation and negotiation of this Amendment and related documents (including the reasonable fees and expenses of counsel to the Agent) that have been invoiced at least two Business Days prior to the Second Amendment Effective Date shall have been paid in full by the Borrower in accordance with terms of Section 10.04 of the Credit Agreement.


(g)	All fees payable pursuant to the Second Amendment Fee Letter that are due and payable on the Second Amendment Effective Date shall have been paid in full by the Borrower in accordance with the terms thereof.


6.	Miscellaneous .

(a)

This Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic transmission (such as pdf) shall be as effective as delivery of a manually executed counterpart of this Amendment.


(b)	This Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof.


(c)	Any determination that any provision of this Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Amendment.


(d)	Each Loan Party warrants and represents that it is not relying on any representations or warranties of the Agent or the other Credit Parties or their counsel in entering into this Amendment.


(e)	THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTIO 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

[signature pages follow]

IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly executed and delivered by its proper and duly authorized officer as of the date set forth below.

BORROWER :

DICK'S MERCHANDISING & SUPPLY CHAIN, INC.

By: /s/Lee J. Belitsky

Name: Lee Belitsky

Title: President

DICK'S SPORTING GOODS,INC.

By: /s/Lee J. Belitsky

Name: Lee Belitsky

Title: Executive Vice President - Chief Financial Officer

GUARANTORS :

AMERICAN SPORTS LICENSING, LLC

By: /s/Lee J. Belitsky

Name: Lee Belitsky

Title: President

DSG OF VIRGINIA, LLC

By: /s/Lee J. Belitsky

Name: Lee Belitsky

Title: President

GALYAN’S TRADING COMPANY, LLC


By:	Dick’s Sporting Goods, Inc., its sole member

By: /s/Lee J. Belitsky

Name: Lee Belitsky

Title: Executive Vice President - Chief Financial Officer

GOLF GALAXY, LLC

By: /s/Lee J. Belitsky

Name: Lee Belitsky

Title: Executive Vice President

GOLF GALAXY GOLFWORKS, INC.

By: /s/Lee J. Belitsky

Name: Lee Belitsky

Title: Executive Vice President

CHICK’S SPORTING GOODS, LLC


By:	Dick’s Sporting Goods, Inc., its sole member

By: /s/Lee J. Belitsky

Name: Lee Belitsky

Title: Executive Vice President - Chief Financial Officer

AGENT :

WELLS FARGO BANK, NATIONAL ASSOCIATION

By: /s/Joseph Burt

Name: Joseph Burt

Title: Director

LENDERS :

WELLS FARGO BANK, NATIONAL ASSOCIATION

By: /s/Joseph Burt

Name: Joseph Burt

Title: Director

BANK OF AMERICA, N.A.

By: /s/Richard D. Hill Jr.

Name: Richard D. Hill Jr.

Title: Managing Director

PNC BANK, NATIONAL ASSOCIATION

By: /s/Rachel Peltz

Name: Rachel Peltz

Title: Assistant Vice President

JPMORGAN CHASE BANK, N.A.

By: /s/Thomas G. Williams

Name: Thomas G. Williams

Title: Authorized Officer

U.S. BANK NATIONAL ASSOCIATION

By: /s/David Lawrence

Name: David Lawrence

Title: Vice President

TD BANK, N.A.

By: /s/Nick Malatestinic

Name: Nick Malatestinic

Title: SVP

HSBC BANK USA, N.A.

By: /s/Nicholas Lotz

Name: Nicholas Lotz 21252

Title: Director

FIRST COMMONWEALTH BANK

By: /s/Ronald T. Dibiase

Name: Ronald T. Dibiase

Title: Vice President

Annex 1

Supplemental Schedules

[See attached]

Schedule 2.01

Commitments and Applicable Percentages



Lender	Commitment	Applicable Percentage
Wells Fargo Bank, N.A.	$407,500,000	32.600000000%
Bank of America, N.A.	$250,000,000	20.000000000%
PNC Bank, National Association	$200,000,000	16.000000000%
JPMorgan Chase Bank, N.A.	$125,000,000	10.000000000%
U.S. Bank National Association	$125,000,000	10.000000000%
TD Bank, N.A.	$90,000,000	7.200000000%
HSBC Bank	$40,000,000	3.200000000%
First Commonwealth Bank	$12,500,000	1.000000000%
TOTAL	$1,250,000,000.00	100.000000000%

[other schedules to be determined]

2159041.6

Exhibit 99.1



FOR IMMEDIATE RELEASE

DICK'S Sporting Goods Reports Second Quarter Results


•	Company delivers second quarter 2017 earnings per diluted share of $1.03 and non-GAAP earnings per diluted share of $0.96, both of which are above $0.82 per diluted share in the prior year


•	Consolidated same store sales for the second quarter increased 0.1%


•	Company repurchased $143 million of common stock

PITTSBURGH, August 15, 2017 - DICK'S Sporting Goods, Inc. (NYSE: DKS), the largest U.S. based full-line omni-channel sporting goods retailer, today reported sales and earnings results for the second quarter ended July 29, 2017 .

Second Quarter Results

The Company reported consolidated net income for the second quarter ended July 29, 2017 of $112.4 million , or $1.03 per diluted share, compared to the Company's expectations provided on May 16, 2017 of $0.98 to 1.03 per diluted share. For the second quarter ended July 30, 2016 , the Company reported consolidated net income of $91.4 million , or $0.82 per diluted share.

On a non-GAAP basis, the Company reported consolidated net income for the second quarter ended July 29, 2017 of $104.8 million , or $0.96 per diluted share, compared to the Company's expectations provided on May 16, 2017 of $1.02 to 1.07 per diluted share. Second quarter 2017 non-GAAP results exclude a previously announced corporate restructuring charge and income related to a contract termination payment. The GAAP to non-GAAP reconciliations are included in a table later in the release under the heading "GAAP to Non-GAAP Reconciliations."

Net sales for the second quarter of 2017 increased 9.6% to approximately $2.2 billion . Consolidated same store sales increased 0.1% , compared to the Company's guidance of an approximate 2 to 3% increase . Second quarter 2016 consolidated same store sales increased 2.8% .

"In this very competitive and dynamic marketplace, we were able to deliver a significant increase in our bottom line from last year. We continued to capture market share and generated strong results in eCommerce, footwear and golf, although sales were pressured by weakness in hunting, licensed and athletic apparel," said Edward W. Stack, Chairman and Chief Executive Officer. "By design, we will be more promotional and increase our marketing efforts for the remainder of the year, as we will aggressively protect our market share. We have updated our outlook to reflect these investments. We continue to believe retail disruption creates opportunities for us as we look long-term."

Omni-channel Development

eCommerce sales for the second quarter of 2017 increased approximately 19%. eCommerce penetration for the second quarter of 2017 was 9.2% of total net sales, compared to 8.5% during the second quarter of 2016 .

In the second quarter, the Company opened 13 new DICK'S Sporting Goods stores. The Company also closed one specialty concept store. As of July 29, 2017 , the Company operated 704 DICK'S Sporting Goods stores in 47 states, with approximately 37.4 million square feet, 98 Golf Galaxy stores in 32 states, with approximately 2.1 million square feet, and 29 Field & Stream stores in 14 states, with approximately 1.4 million square feet. Store count, square footage and new stores are listed in a table later in the release under the heading "Store Count and Square Footage."

Balance Sheet

The Company ended the second quarter of 2017 with approximately $132 million in cash and cash equivalents and approximately $187 million in outstanding borrowings under its revolving credit facility. Over the course of the last 12 months, the Company continued to invest in omni-channel growth, while returning over $275 million to shareholders through share repurchases and quarterly dividends.

Total inventory increased 11.8% at the end of the second quarter of 2017 as compared to the end of the second quarter of 2016 .

The Company also amended and extended its revolving credit facility as it increased its limit from $1 billion to $1.25 billion and extended the maturity to August 2022 under substantially the same terms.

Year-to-Date Results

The Company reported consolidated net income for the 26 weeks ended July 29, 2017 of $170.6 million , or $1.55 per diluted share. For the 26 weeks ended July 30, 2016 , the Company reported consolidated net income of $148.3 million , or $1.32 per diluted share.

On a non-GAAP basis, the Company reported consolidated net income for the 26 weeks ended July 29, 2017 of $165.1 million , or $1.50 per diluted share, excluding a corporate restructuring charge, conversion costs for former Sports Authority ("TSA") stores and income related to a contract termination payment. The GAAP to non-GAAP reconciliations are included in a table later in the release under the heading "GAAP to Non-GAAP Reconciliations."

Net sales for the 26 weeks ended July 29, 2017 increased 9.8% from last year's period to approximately $4.0 billion , reflecting the growth of our store network and a 1.1% increase in consolidated same store sales.

Capital Allocation

On August 10, 2017 , the Company's Board of Directors authorized and declared a quarterly dividend in the amount of $0.17 per share on the Company's Common Stock and Class B Common Stock. The dividend is payable in cash on September 29, 2017 to stockholders of record at the close of business on September 8, 2017 .

During the second quarter of 2017 , the Company repurchased approximately 3.4 million shares of its common stock at an average cost of $41.56 per share, for a total cost of $143 million . Since the beginning of fiscal 2013, the Company has repurchased approximately $1.1 billion of its common stock, and has approximately $0.9 billion remaining under its authorization that extends through 2021.

Current 2017 Outlook

The Company's current outlook for 2017 is based on current expectations and includes "forward-looking statements" within the meaning of Private Securities Litigation Reform Act of 1995, as described later in this release. Although the Company believes that the expectations and other comments reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations or comments will prove to be correct.

v Full Year 2017

•

Based on an estimated 109 to 110 million diluted shares outstanding, the Company currently anticipates reporting earnings per diluted share in the range of $2.85 to 3.05, which includes approximately $0.05 per diluted share for the 53 ^rd week. The Company's earnings per diluted share guidance is not dependent upon share repurchases beyond the $166 million executed through the second quarter of fiscal 2017. The Company reported earnings per diluted share of $2.56 for the 52 weeks ended January 28, 2017.


•	The Company currently anticipates reporting non-GAAP earnings per diluted share in the range of $2.80 to 3.00. This excludes a corporate restructuring charge, TSA conversion costs and income related to a contract termination payment. The Company reported non-GAAP earnings per diluted share of $3.12 for the 52 weeks ended January 28, 2017.


•	Consolidated same store sales are currently expected to be in the range of approximately flat to a low single-digit decline on a 52 week to 52 week comparative basis, compared to an increase of 3.5% in 2016.

•

The Company expects to open approximately 43 new DICK'S Sporting Goods stores and relocate approximately seven DICK'S Sporting Goods stores in 2017. The Company also expects to open approximately eight new Golf Galaxy stores, relocate one Golf Galaxy store and open eight new Field & Stream stores adjacent to DICK'S Sporting Goods stores. These openings include former TSA and Golfsmith stores that the Company converted to DICK'S Sporting Goods and Golf Galaxy stores, respectively.


v	Third Quarter 2017


•	Based on an estimated 108 million diluted shares outstanding, the Company currently anticipates reporting earnings per diluted share in the range of $0.22 to 0.30 in the third quarter of 2017 . This is compared to earnings per diluted share of $0.44 in the third quarter of 2016 . On a non-GAAP basis, the Company reported earnings per diluted share of $0.48 for the 13 weeks ended October 29, 2016.


•	Consolidated same store sales are currently expected to decline in the low single-digits in the third quarter of 2017 , as compared to a 5.2% increase in the third quarter of 2016 .


•	The Company expects to open 15 new DICK'S Sporting Goods stores and relocate four DICK'S Sporting Goods stores in the third quarter of 2017. The Company also expects to relocate one Golf Galaxy store and open six new Field & Stream stores adjacent to DICK'S Sporting Goods stores. These openings include one former TSA store that the Company plans to convert to a DICK'S Sporting Goods store.


v	Capital Expenditures


•	In 2017 , the Company anticipates capital expenditures to be approximately $400 million on a net basis and approximately $515 million on a gross basis. In 2016 , capital expenditures were $242 million on a net basis and $422 million on a gross basis.

Conference Call Info

The Company will host a conference call today at 10:00 a.m. Eastern Time to discuss the second quarter results. Investors will have the opportunity to listen to the earnings conference call over the internet through the Company's website located at investors.DICKS.com . To listen to the live call, please go to the website at least fifteen minutes early to register, download and install any necessary audio software.

In addition to the webcast, the call can be accessed by dialing (877) 443-5743 (domestic callers) or (412) 902-6617 (international callers) and requesting the "DICK'S Sporting Goods Earnings Call."

For those who cannot listen to the live webcast, it will be archived on the Company's website for approximately 30 days. In addition, a dial-in replay of the call will be available. To listen to the replay, investors should dial (877) 344-7529 (domestic callers) or (412) 317-0088 (international callers) and enter confirmation code 10109378. The dial-in replay will be available for approximately 30 days following the live call.

Non-GAAP Financial Measures

In addition to reporting the Company's financial results in accordance with generally accepted accounting principles ("GAAP"), the Company reports certain financial results that differ from what is reported under GAAP. These non-GAAP financial measures include consolidated non-GAAP net income, non-GAAP earnings per diluted share, EBITDA, and adjusted EBITDA which management believes provides investors with useful supplemental information to evaluate the Company’s ongoing operations and to compare with past and future periods. Management also uses certain non-GAAP measures internally for forecasting, budgeting, and measuring its operating performance. These measures should be viewed as supplementing, and not as an alternative or substitute for, the Company's financial results prepared in accordance with GAAP. The methods used by the Company to calculate its non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures presented herein may not be comparable to similar measures provided by other companies. A reconciliation of the Company's non-GAAP measures to the most directly comparable GAAP financial measures are provided below and on the Company's website at investors.DICKS.com.

Forward-Looking Statements Involving Known and Unknown Risks and Uncertainties

This release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties and change based on various important factors, many of which may be beyond our control. Our future performance and actual results may differ materially from those expressed or implied in such forward-looking statements. Forward-looking statements should not be relied upon by investors as a prediction of actual results. Forward-looking statements include statements regarding, among other things, the Company's future performance, our plans to be more promotional and increase our marketing efforts for the remainder of the year to protect our market share, anticipated store openings and store relocations, capital expenditures, and share repurchases.

Factors that could cause actual results to differ materially from those expressed or implied in any forward-looking statements include, but are not limited to: changes in consumer discretionary spending; our eCommerce platform not producing the anticipated benefits within the expected time-frame or at all; the streamlining of the Company’s vendor base and execution of the Company’s new merchandising strategy not producing the anticipated benefits within the expected time-frame or at all; the amount that we invest in strategic transactions and the timing and success of those investments; the integration of strategic acquisitions being more difficult, time-consuming, or costly than expected; inventory turn; changes in the competitive market and competition amongst retailers; changes in consumer demand or shopping patterns and our ability to identify new trends and have the right trending products in our stores and on our website; changes in existing tax, labor and other laws and regulations, including those changing tax rates and imposing new taxes and surcharges; limitations on the availability of attractive retail store sites; omni-channel growth; unauthorized disclosure of sensitive or confidential customer information; risks relating to our private brand offerings and new retail concepts; disruptions with our eCommerce platform, including issues caused by high volumes of users or transactions, or our information systems; factors affecting our vendors, including supply chain and currency risks; talent needs and the loss of Edward W. Stack, our Chairman and Chief Executive Officer; developments with sports leagues, professional athletes or sports superstars; weather-related disruptions and seasonality of our business; and risks associated with being a controlled company.

For additional information on these and other factors that could affect our actual results, see our risk factors, which may be amended from time to time, set forth in our filings with the SEC, including our most recent Annual Report filed with the Securities and Exchange Commission on March 24, 2017 . The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release, except as required by applicable law or regulation. Forward-looking statements included in this release are made as of the date of this release.

About DICK'S Sporting Goods, Inc.

Founded in 1948, DICK'S Sporting Goods, Inc. is a leading omni-channel sporting goods retailer offering an extensive assortment of authentic, high-quality sports equipment, apparel, footwear and accessories. As of July 29, 2017 , the Company operated more than 700 DICK'S Sporting Goods locations across the United States, serving and inspiring athletes and outdoor enthusiasts to achieve their personal best through a blend of dedicated associates, in-store services and unique specialty shop-in-shops dedicated to Team Sports, Athletic Apparel, Golf, Lodge/Outdoor, Fitness and Footwear.

Headquartered in Pittsburgh, PA, DICK’S also owns and operates Golf Galaxy and Field & Stream specialty stores, as well as DICK’S Team Sports HQ, an all-in-one youth sports digital platform offering free league management services, mobile apps for scheduling, communications and live scorekeeping, custom uniforms and FanWear and access to donations and sponsorships. DICK'S offers its products through a content-rich eCommerce platform that is integrated with its store network and provides customers with the convenience and expertise of a 24-hour storefront. For more information, visit the Press Room or Investor Relations pages at dicks.com .

Contacts:

Investor Relations:

Nate Gilch, Director of Investor Relations

DICK'S Sporting Goods, Inc.

investors@dcsg.com

(724) 273-3400

Media Relations:

(724) 273-5552 or press@dcsg.com

###

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED

(In thousands, except per share data)



	13 Weeks Ended
	July 29, 2017			% of Sales		July 30, 2016			% of Sales ⁽¹⁾

Net sales	$	2,156,911		100.00	%	$	1,967,857		100.00	%
Cost of goods sold, including occupancy and distribution costs	1,519,689			70.46		1,370,479			69.64

GROSS PROFIT	637,222			29.54		597,378			30.36

Selling, general and administrative expenses	470,267			21.80		441,721			22.45
Pre-opening expenses	7,765			0.36		8,487			0.43

INCOME FROM OPERATIONS	159,190			7.38		147,170			7.48

Interest expense	2,216			0.10		1,618			0.08
Other income	(14,470		)	(0.67	)	(1,930		)	(0.10	)

INCOME BEFORE INCOME TAXES	171,444			7.95		147,482			7.49

Provision for income taxes	59,059			2.74		56,065			2.85

NET INCOME	$	112,385		5.21	%	$	91,417		4.65	%

EARNINGS PER COMMON SHARE:
Basic	$	1.04				$	0.82
Diluted	$	1.03				$	0.82

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic	108,175					111,272
Diluted	108,679					112,118

Cash dividend declared per share	$	0.17000				$	0.15125

⁽¹⁾ Column does not add due to rounding.

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED

(In thousands, except per share data)



	26 Weeks Ended
	July 29, 2017			% of Sales ⁽¹⁾		July 30, 2016			% of Sales

Net sales	$	3,982,164		100.00	%	$	3,628,200		100.00	%
Cost of goods sold, including occupancy and distribution costs	2,803,076			70.39		2,535,025			69.87

GROSS PROFIT	1,179,088			29.61		1,093,175			30.13

Selling, general and administrative expenses	909,608			22.84		840,289			23.16
Pre-opening expenses	20,221			0.51		15,006			0.41

INCOME FROM OPERATIONS	249,259			6.26		237,880			6.56

Interest expense	3,480			0.09		2,749			0.08
Other income	(17,348		)	(0.44	)	(3,997		)	(0.11	)

INCOME BEFORE INCOME TAXES	263,127			6.61		239,128			6.59

Provision for income taxes	92,547			2.32		90,834			2.50

NET INCOME	$	170,580		4.28	%	$	148,294		4.09	%

EARNINGS PER COMMON SHARE:
Basic	$	1.56				$	1.33
Diluted	$	1.55				$	1.32

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic	109,308					111,688
Diluted	110,043					112,697

Cash dividends declared per share	$	0.3400				$	0.3025

⁽¹⁾ Column does not add due to rounding

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS - UNAUDITED

(Dollars in thousands)



	July 29, 2017			July 30, 2016			January 28, 2017
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	131,615		$	112,325		$	164,777
Accounts receivable, net	86,355			144,458			75,199
Income taxes receivable	11,401			2,187			2,307
Inventories, net	1,917,912			1,715,530			1,638,632
Prepaid expenses and other current assets	130,001			110,269			114,763
Total current assets	2,277,284			2,084,769			1,995,678

Property and equipment, net	1,611,834			1,475,797			1,522,574
Intangible assets, net	137,920			130,062			140,835
Goodwill	245,126			200,594			245,059
Other assets:
Deferred income taxes	11,129			4,805			45,927
Other	112,018			91,639			108,223
Total other assets	123,147			96,444			154,150
TOTAL ASSETS	$	4,395,311		$	3,987,666		$	4,058,296

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	968,396		$	790,217		$	755,537
Accrued expenses	365,680			359,607			384,210
Deferred revenue and other liabilities	174,758			153,926			203,788
Income taxes payable	—			11,249			53,234
Current portion of other long-term debt and leasing obligations	666			612			646
Total current liabilities	1,509,500			1,315,611			1,397,415
LONG-TERM LIABILITIES:
Revolving credit borrowings	186,800			152,000			—
Other long-term debt and leasing obligations	4,343			5,013			4,679
Deferred income taxes	3,531			14,486			—
Deferred revenue and other liabilities	769,877			670,956			726,713
Total long-term liabilities	964,551			842,455			731,392
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock	825			857			856
Class B common stock	247			249			247
Additional paid-in capital	1,157,480			1,097,205			1,130,830
Retained earnings	2,087,318			1,851,064			1,956,066
Accumulated other comprehensive loss	(78		)	(125		)	(132		)
Treasury stock, at cost	(1,324,532		)	(1,119,650		)	(1,158,378		)
Total stockholders' equity	1,921,260			1,829,600			1,929,489
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	4,395,311		$	3,987,666		$	4,058,296

DICK'S SPORTING GOODS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(Dollars in thousands)



	26 Weeks Ended
	July 29, 2017			July 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	170,580		$	148,294
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	109,085			96,531
Deferred income taxes	38,262			9,392
Stock-based compensation	16,029			16,593
Other non-cash items	361			361
Changes in assets and liabilities:
Accounts receivable	(7,748		)	(40,765		)
Inventories	(279,280		)	(188,343		)
Prepaid expenses and other assets	(12,986		)	(9,162		)
Accounts payable	245,909			137,362
Accrued expenses	(2,785		)	33,261
Income taxes payable / receivable	(62,328		)	(17,781		)
Deferred construction allowances	63,889			68,311
Deferred revenue and other liabilities	(34,496		)	(23,427		)
Net cash provided by operating activities	244,492			230,627
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(235,713		)	(208,449		)
Deposits and purchases of other assets	(2,344		)	(23,412		)
Net cash used in investing activities	(238,057		)	(231,861		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Revolving credit borrowings	1,748,700			1,183,000
Revolving credit repayments	(1,561,900		)	(1,031,000		)
Payments on other long-term debt and leasing obligations	(316		)	(288		)
Construction allowance receipts	—			—
Proceeds from exercise of stock options	16,290			15,978
Minimum tax withholding requirements	(5,660		)	(6,619		)
Cash paid for treasury stock	(166,194		)	(107,003		)
Cash dividends paid to stockholders	(37,521		)	(34,490		)
Decrease in bank overdraft	(33,050		)	(25,009		)
Net cash used in financing activities	(39,651		)	(5,431		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	54			54
NET DECREASE IN CASH AND CASH EQUIVALENTS	(33,162		)	(6,611		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	164,777			118,936
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	131,615		$	112,325

Store Count and Square Footage

The stores that opened during the second quarter of 2017 are as follows:



Store	Market	Concept
San Diego, CA	San Diego	DICK'S Sporting Goods
Lake City, FL	Lake City	DICK'S Sporting Goods
Bellingham, WA	Bellingham	DICK'S Sporting Goods
Tucker, GA	Atlanta	DICK'S Sporting Goods
Chula Vista, CA	San Diego	DICK'S Sporting Goods
San Jose, CA	San Jose	DICK'S Sporting Goods
Torrance, CA	Los Angeles	DICK'S Sporting Goods
Miami, FL	Miami	DICK'S Sporting Goods
Aventura, FL	Miami	DICK'S Sporting Goods
Sunrise, FL	Miami	DICK'S Sporting Goods
Miami, FL	Miami	DICK'S Sporting Goods
Milpitas, CA	San Francisco	DICK'S Sporting Goods
Oak Ridge, TN	Knoxville	DICK'S Sporting Goods

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

Store Count:



	Fiscal 2017			Fiscal 2016
	DICK'S Sporting Goods ⁽¹⁾	Specialty Concept Stores ⁽¹⁾	Total	DICK'S Sporting Goods ⁽¹⁾	Specialty Concept Stores ⁽¹⁾	Total
Beginning stores	676	121	797	644	97	741
Q1 New stores	15	10	25	3	2	5
Q2 New stores	13	—	13	5	—	5
Closed stores	—	2	2	3	1	4
Ending stores	704	129	833	649	98	747

Relocated stores	2	—	2	5	—	5

Square Footage:

(in millions)



	DICK'S Sporting Goods ⁽¹⁾	Specialty Concept Stores ⁽¹⁾	Total ⁽²⁾
Q1 2016	34.5	2.4	37.0
Q2 2016	34.6	2.4	37.1
Q3 2016	36.1	2.7	38.8
Q4 2016	36.0	3.2	39.3
Q1 2017	36.8	3.5	40.3
Q2 2017	37.4	3.5	40.9

⁽¹⁾

Specialty concept stores include the Company's Golf Galaxy, Field & Stream and other specialty concept stores. In some markets we operate adjacent stores on the same property with a pass-through for customers. 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 July 29, 2017 , the Company operated 14 combo stores.


⁽²⁾	Column may not add due to rounding.

DICK'S SPORTING GOODS, INC.

GAAP to NON-GAAP RECONCILIATIONS

(Dollars in thousands, except per share amounts)

(unaudited)



	13 Weeks Ended July 29, 2017

	Selling, general and administrative expenses			Other income			Income before income taxes			Net income			Earnings per diluted share
GAAP Basis	$	470,267		$	(14,470	)	$	171,444		$	112,385		$	1.03
% of Net Sales	21.80		%	(0.67		)%	7.95		%	5.21		%
Corporate restructuring charge ⁽¹⁾	(7,077		)	—			7,077			4,388
Contract termination payment ⁽²⁾	—			12,000			(12,000		)	(12,000		)
Non-GAAP Basis	$	463,190		$	(2,470	)	$	166,521		$	104,773		$	0.96
% of Net Sales	21.47		%	(0.11		)%	7.72		%	4.86		%


⁽¹⁾	Severance, other employee-related costs and asset write-downs related to corporate restructuring. The provision for income taxes was calculated at 38%, which approximates the Company's blended tax rate.


⁽²⁾	Contract termination payment. There was no related tax expense as the Company utilized net capital loss carryforwards that were previously subject to a valuation allowance.



	26 Weeks Ended July 29, 2017

	Selling, general and administrative expenses			Pre-opening expenses			Other income			Income before income taxes			Net income ⁽⁴⁾			Earnings per diluted share
GAAP Basis	$	909,608		$	20,221		$	(17,348	)	$	263,127		$	170,580		$	1.55
% of Net Sales	22.84		%	0.51		%	(0.44		)%	6.61		%	4.28		%
Corporate restructuring charge ⁽¹⁾	(7,077		)	—			—			7,077			4,388
TSA conversion costs ⁽²⁾	—			(3,474		)	—			3,474			2,154
Contract termination payment ⁽³⁾	—			—			12,000			(12,000		)	(12,000		)
Non-GAAP Basis	$	902,531		$	16,747		$	(5,348	)	$	261,678		$	165,122		$	1.50
% of Net Sales	22.66		%	0.42		%	(0.13		)%	6.57		%	4.15		%


⁽¹⁾	Severance, other employee-related costs and asset write-downs related to corporate restructuring.


⁽²⁾	Costs related to converting former TSA stores.


⁽³⁾	Contract termination payment. There was no related tax expense as the Company utilized net capital loss carryforwards that were previously subject to a valuation allowance.


⁽⁴⁾	The provision for income taxes for Non-GAAP adjustments was calculated at 38%, which approximates the Company's blended tax rate, unless otherwise noted.



	13 Weeks Ended October 29, 2016

	Selling, general and administrative expenses			Pre-opening expenses			Income before income taxes			Net income			Earnings per diluted share
GAAP Basis	$	459,782		$	19,304		$	76,270		$	48,914		$	0.44
% of Net Sales	25.40		%	1.07		%	4.21		%	2.70		%
TSA integration costs ⁽¹⁾	(6,491		)	(1,145		)	7,636			4,734
Non-GAAP Basis	$	453,291		$	18,159		$	83,906		$	53,648		$	0.48
% of Net Sales	25.04		%	1.00		%	4.63		%	2.96		%


⁽¹⁾	Costs related to converting former TSA stores. The provision for income taxes was calculated at 38%, which approximated the Company's blended tax rate.



	52 Weeks Ended January 28, 2017

	Cost of goods sold			Selling, general and administrative expenses			Pre-opening expenses			Income before income taxes			Net income ⁽⁵⁾			Earnings per diluted share
GAAP Basis	$	5,556,198		$	1,875,643		$	40,286		$	458,422		$	287,396		$	2.56
% of Net Sales	70.14		%	23.68		%	0.51		%	5.79		%	3.63		%
Inventory write-down ⁽¹⁾	(46,379		)	—			—			46,379			28,755
Non-cash impairment and store closing charge ⁽²⁾	—			(32,821		)	—			32,821			20,349
Non-operating asset impairment ⁽³⁾	—			(7,707		)	—			7,707			4,778
TSA and Golfsmith integration costs ⁽⁴⁾	—			(8,545		)	(5,102		)	13,647			8,461
Non-GAAP Basis	$	5,509,819		$	1,826,570		$	35,184		$	558,976		$	349,739		$	3.12
% of Net Sales	69.55		%	23.06		%	0.44		%	7.06		%	4.41		%


⁽¹⁾	Inventory write-down to net realizable value in connection with the Company’s new merchandising strategy.


⁽²⁾	Included non-cash impairment of store assets and store closing charges primarily related to ten Golf Galaxy stores in overlapping trade areas with former Golfsmith stores.


⁽³⁾	Non-cash impairment charge to reduce the carrying value of a corporate aircraft held for sale to its fair market value.


⁽⁴⁾	Costs related to converting former TSA and Golfsmith stores.


⁽⁵⁾	The provision for income taxes for Non-GAAP adjustments was calculated at 38%, which approximated the Company's blended tax rate.

Adjusted EBITDA

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



	13 Weeks Ended
	July 29, 2017			July 30, 2016
	(dollars in thousands)
Net income	$	112,385		$	91,417
Provision for income taxes	59,059			56,065
Interest expense	2,216			1,618
Depreciation and amortization	56,041			48,541
EBITDA	$	229,701		$	197,641
Add: Corporate restructuring charge	6,129			—
Less: Contract termination payment	(12,000		)	—
Adjusted EBITDA, as defined	$	223,830		$	197,641

% increase in adjusted EBITDA	13		%



	26 Weeks Ended
	July 29, 2017			July 30, 2016
	(dollars in thousands)
Net income	$	170,580		$	148,294
Provision for income taxes	92,547			90,834
Interest expense	3,480			2,749
Depreciation and amortization	109,085			96,531
EBITDA	$	375,692		$	338,408
Add: Corporate restructuring charge	6,129			—
Add: TSA conversion costs	3,474			—
Less: Contract termination payment	(12,000		)	—
Adjusted EBITDA, as defined	$	373,295		$	338,408

% increase in adjusted EBITDA	10		%

Reconciliation of Gross Capital Expenditures to Net Capital Expenditures

The following table represents a reconciliation of the Company's gross capital expenditures to its capital expenditures, net of tenant allowances.



	26 Weeks Ended
	July 29, 2017			July 30, 2016
	(dollars in thousands)
Gross capital expenditures	$	(235,713	)	$	(208,449	)
Proceeds from sale-leaseback transactions	—			—
Deferred construction allowances	63,889			68,311
Construction allowance receipts	—			—
Net capital expenditures	$	(171,824	)	$	(140,138	)

Reconciliation of Non-GAAP Consolidated Net Income and Earnings Per Diluted Share Guidance

(Dollars in thousands, except per share amounts)



	53 Weeks Ended February 3, 2018
	Low-End					High-End
	Amount			EPS		Amount			EPS
GAAP consolidated net income and earnings per diluted share	$	311,958		$	2.85	$	333,958		$	3.05
Contract termination payment	(12,000		)			(12,000		)
Corporate restructuring charge	7,077					7,077
TSA conversion costs	3,474					3,474
Tax effect of the above items	4,009					4,009
Non-GAAP consolidated net income and earnings per diluted share	$	306,500		$	2.80	$	328,500		$	3.00