DICK'S SPORTING GOODS, INC., 10-K filed on 3/23/2022
Annual Report
v3.22.1
Cover - USD ($)
12 Months Ended
Jan. 29, 2022
Mar. 18, 2022
Jul. 30, 2021
Document Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Jan. 29, 2022    
Document Transition Report false    
Entity File Number 001-31463    
Entity Registrant Name DICK'S SPORTING GOODS, INC.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 16-1241537    
Entity Address, Address Line One 345 Court Street    
Entity Address, City or Town Coraopolis    
Entity Address, State or Province PA    
Entity Address, Postal Zip Code 15108    
City Area Code (724)    
Local Phone Number 273-3400    
Title of 12(b) Security Common Stock, $0.01 par value    
Trading Symbol DKS    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
Entity Shell Company false    
Entity Public Float     $ 6,250,546,742
Entity Central Index Key 0001089063    
Current Fiscal Year End Date --01-29    
Document Fiscal Year Focus 2021    
Document Fiscal Period Focus FY    
Amendment Flag false    
ICFR Auditor Attestation Flag true    
Common Stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   56,229,098  
Class B Common Stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   23,620,633  
v3.22.1
Auditor Information
12 Months Ended
Jan. 29, 2022
Auditor Information [Abstract]  
Auditor Name Deloitte & Touche LLP
Auditor Location Pittsburgh, PA
Auditor Firm ID 34
v3.22.1
CONSOLIDATED STATEMENTS OF INCOME - USD ($)
shares in Thousands, $ in Thousands
12 Months Ended
Jan. 29, 2022
Jan. 30, 2021
Feb. 01, 2020
Income Statement [Abstract]      
Net sales $ 12,293,368 $ 9,584,019 $ 8,750,743
Cost of goods sold, including occupancy and distribution costs 7,581,482 6,533,312 6,196,185
GROSS PROFIT 4,711,886 3,050,707 2,554,558
Selling, general and administrative expenses 2,664,083 2,298,534 2,173,677
Pre-opening expenses 13,300 10,696 5,268
INCOME FROM OPERATIONS 2,034,503 741,477 375,613
(Gain) loss on sale of subsidiaries 0 0 (33,779)
Interest expense 57,839 48,812 17,012
Other (income) expense (17,774) (19,070) (15,324)
INCOME BEFORE INCOME TAXES 1,994,438 711,735 407,704
Provision for income taxes 474,567 181,484 110,242
NET INCOME $ 1,519,871 $ 530,251 $ 297,462
EARNINGS PER COMMON SHARE:      
Basic (in dollars per share) $ 18.27 $ 6.29 $ 3.40
Diluted (in dollars per share) $ 13.87 $ 5.72 $ 3.34
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:      
Basic (in shares) 83,183 84,258 87,502
Diluted (in shares) 109,578 92,639 89,066
v3.22.1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Thousands
12 Months Ended
Jan. 29, 2022
Jan. 30, 2021
Feb. 01, 2020
Statement of Comprehensive Income [Abstract]      
NET INCOME $ 1,519,871 $ 530,251 $ 297,462
OTHER COMPREHENSIVE (LOSS) INCOME      
Foreign currency translation adjustment, net of tax (33) 71 0
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME (33) 71 0
COMPREHENSIVE INCOME $ 1,519,838 $ 530,322 $ 297,462
v3.22.1
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Jan. 29, 2022
Jan. 30, 2021
CURRENT ASSETS:    
Cash and cash equivalents $ 2,643,205 $ 1,658,067
Accounts receivable, net 68,263 53,149
Income taxes receivable 1,978 6,396
Inventories, net 2,297,609 1,953,568
Prepaid expenses and other current assets 95,601 88,470
Total current assets 5,106,656 3,759,650
Property and equipment, net 1,319,681 1,300,265
Operating lease assets 2,044,819 2,149,913
Intangible assets, net 86,767 90,051
Goodwill 245,857 245,857
Deferred income taxes 35,024 51,475
Other assets 202,872 155,648
TOTAL ASSETS 9,041,676 7,752,859
CURRENT LIABILITIES:    
Accounts payable 1,281,322 1,258,093
Accrued expenses 620,143 518,134
Operating lease liabilities 480,318 472,670
Income taxes payable 13,464 40,997
Deferred revenue and other liabilities 317,433 260,304
Total current liabilities 2,712,680 2,550,198
LONG-TERM LIABILITIES:    
Revolving credit borrowings 0 0
Senior notes 1,481,443 0
Convertible senior notes 449,287 418,493
Long-term operating lease liabilities 2,099,146 2,259,308
Other long-term liabilities 197,534 185,326
Total long-term liabilities 4,227,410 2,863,127
Commitments and contingencies
STOCKHOLDERS' EQUITY:    
Preferred stock 0 0
Additional paid-in capital 1,488,834 1,442,298
Retained earnings 3,956,602 3,064,702
Accumulated other comprehensive loss (82) (49)
Treasury stock, at cost (3,344,524) (2,168,266)
Total stockholders' equity 2,101,586 2,339,534
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 9,041,676 7,752,859
Common Stock    
STOCKHOLDERS' EQUITY:    
Common stock 520 612
Class B Common Stock    
STOCKHOLDERS' EQUITY:    
Common stock $ 236 $ 237
v3.22.1
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Jan. 29, 2022
Jan. 30, 2021
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, authorized shares 5,000,000 5,000,000
Treasury stock shares acquired 63,269,166 52,481,010
Common Stock    
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, authorized shares 200,000,000 200,000,000
Common stock, issued shares 115,258,081 113,675,570
Common stock, outstanding shares 51,988,915 61,194,560
Class B Common Stock    
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, authorized shares 40,000,000 40,000,000
Common stock, issued shares 23,620,633 23,735,633
Common stock, outstanding shares 23,620,633 23,735,633
v3.22.1
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)
$ in Thousands
Total
Cumulative Effect, Period of Adoption, Adjustment
Additional Paid-In Capital
Retained Earnings
Retained Earnings
Cumulative Effect, Period of Adoption, Adjustment
Accumulated Other Comprehensive Loss
Treasury Stock
Common Stock
Common Stock
Common Stock
Class B Common Stock
BALANCE at Feb. 02, 2019 $ 1,904,161   $ 1,214,287 $ 2,455,192 $ (7,953) $ (120) $ (1,766,136) $ 693 $ 245
BALANCE (in shares) at Feb. 02, 2019               69,305,000 24,541,000
Increase (Decrease) in Stockholders' Equity                  
Exchange of Class B common stock for common stock 0             $ 2 $ (2)
Exchange of Class B common stock for common stock (in shares)               250,000 (250,000)
Exercise of stock options 5,565   5,564         $ 1  
Exercise of stock options (in shares)               144,000  
Restricted stock vested 0   (9)         $ 9  
Restricted stock vested (in shares)               853,000  
Minimum tax withholding requirements (9,470)   (9,468)         $ (2)  
Minimum tax withholding requirements (in shares)               (244,000)  
Net income 297,462     297,462          
Stock-based compensation 43,493   43,493            
Purchase of shares for treasury $ (402,240)           (402,130) $ (110)  
Purchase of shares for treasury (in shares) (11,052,000)             (11,052,000)  
Cash dividends declared per common share of $7.10, $1.25, and $1.10 for the year ended 2021, 2020, and 2019, respectively $ (99,420)     (99,420)          
BALANCE at Feb. 01, 2020 $ 1,731,598 $ (7,953) 1,253,867 2,645,281   (120) (2,168,266) $ 593 $ 243
BALANCE (in shares) at Feb. 01, 2020               59,256,000 24,291,000
Increase (Decrease) in Stockholders' Equity                  
Cash dividends declared per share (in dollars per share) $ 1.10                
Accounting Standards Update [Extensible List] Accounting Standards Update 2016-02                
Equity component value of convertible note issuance $ 160,693   160,693            
Purchase of convertible note hedge (161,057)   (161,057)            
Sale of common stock warrants 105,225   105,225            
Exchange of Class B common stock for common stock 0             $ 6 $ (6)
Exchange of Class B common stock for common stock (in shares)               555,000 (555,000)
Exercise of stock options 37,623   37,615         $ 8  
Exercise of stock options (in shares)               781,000  
Restricted stock vested 0   (8)         $ 8  
Restricted stock vested (in shares)               804,000  
Minimum tax withholding requirements (4,217)   (4,214)         $ (3)  
Minimum tax withholding requirements (in shares)               (202,000)  
Net income 530,251     530,251          
Stock-based compensation 50,177   50,177            
Foreign currency translation adjustment, net of taxes 71         71      
Purchase of shares for treasury $ 0                
Purchase of shares for treasury (in shares) 0                
Cash dividends declared per common share of $7.10, $1.25, and $1.10 for the year ended 2021, 2020, and 2019, respectively $ (110,830)     (110,830)          
BALANCE at Jan. 30, 2021 $ 2,339,534   1,442,298 3,064,702   (49) (2,168,266) $ 612 $ 237
BALANCE (in shares) at Jan. 30, 2021               61,195,000 23,736,000
Increase (Decrease) in Stockholders' Equity                  
Cash dividends declared per share (in dollars per share) $ 1.25                
Foreign currency translation adjustment, taxes $ (22)                
Exchange of Class B common stock for common stock 0             $ 1 $ (1)
Exchange of Class B common stock for common stock (in shares)               115,000 (115,000)
Exercise of stock options 26,348   26,342         $ 6  
Exercise of stock options (in shares)               657,000  
Restricted stock vested 0   (12)         $ 12  
Restricted stock vested (in shares)               1,151,000  
Minimum tax withholding requirements (32,597)   (32,594)         $ (3)  
Minimum tax withholding requirements (in shares)               (341,000)  
Net income 1,519,871     1,519,871          
Stock-based compensation 52,800   52,800            
Foreign currency translation adjustment, net of taxes (33)         (33)      
Purchase of shares for treasury $ (1,176,366)           (1,176,258) $ (108)  
Purchase of shares for treasury (in shares) (10,788,000)             (10,788,000)  
Cash dividends declared per common share of $7.10, $1.25, and $1.10 for the year ended 2021, 2020, and 2019, respectively $ (627,971)     (627,971)          
BALANCE at Jan. 29, 2022 $ 2,101,586   $ 1,488,834 $ 3,956,602   $ (82) $ (3,344,524) $ 520 $ 236
BALANCE (in shares) at Jan. 29, 2022               51,989,000 23,621,000
Increase (Decrease) in Stockholders' Equity                  
Cash dividends declared per share (in dollars per share) $ 7.10                
Foreign currency translation adjustment, taxes $ 10                
v3.22.1
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($)
$ in Thousands
12 Months Ended
Jan. 29, 2022
Jan. 30, 2021
Statement of Stockholders' Equity [Abstract]    
Foreign currency translation adjustment, taxes $ 10 $ (22)
v3.22.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
12 Months Ended
Jan. 29, 2022
Jan. 30, 2021
Feb. 01, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net income $ 1,519,871 $ 530,251 $ 297,462
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation, amortization, and other 322,551 326,014 335,746
Impairment of a trademark 0 0 28,296
Amortization of convertible notes discount and issuance costs 30,794 21,581 0
Deferred income taxes 16,451 (46,250) (1,160)
Stock-based compensation 52,800 50,177 43,493
Gain on sale of subsidiaries 0 0 (33,779)
Changes in assets and liabilities:      
Accounts receivable 2,011 2,308 400
Inventories (344,041) 248,707 (377,579)
Prepaid expenses and other assets (16,047) 3,898 6,401
Accounts payable 37,782 199,295 94,202
Accrued expenses 61,307 108,420 37,826
Income taxes payable / receivable (23,115) 29,908 (9,314)
Construction allowances provided by landlords 40,195 56,713 37,959
Deferred revenue and other liabilities 20,648 57,795 9,957
Operating lease assets and liabilities (104,335) (36,048) (65,298)
Net cash provided by operating activities 1,616,872 1,552,769 404,612
CASH FLOWS FROM INVESTING ACTIVITIES:      
Capital expenditures (308,261) (224,027) (217,461)
Proceeds from sale of other assets 9,671 0 49,103
Proceeds from sale of subsidiaries, net of cash sold 0 0 40,387
Deposits and other investing activities (45,389) (137) (1,300)
Net cash used in investing activities (343,979) (224,164) (129,271)
CASH FLOWS FROM FINANCING ACTIVITIES:      
Revolving credit borrowings 0 1,291,700 2,263,550
Revolving credit repayments 0 (1,515,800) (2,039,450)
Proceeds from issuance of convertible senior notes 0 575,000 0
Payments for purchase of bond hedges 0 (161,057) 0
Proceeds from issuance of warrants 0 105,225 0
Transaction costs for debt issuance (15,268) (17,396) 0
Proceeds from senior notes, net of debt discount 1,496,671 0 0
Payments on other long-term debt and finance lease obligations (726) (826) (56,851)
Proceeds from exercise of stock options 26,348 37,623 5,565
Minimum tax withholding requirements (32,597) (4,217) (9,470)
Cash paid for treasury stock (1,144,633) 0 (402,240)
Cash dividends paid to stockholders (602,964) (107,404) (98,312)
(Decrease) increase in bank overdraft (14,553) 57,209 17,548
Net cash provided by (used in) financing activities (287,722) 260,057 (319,660)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (33) 71 0
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 985,138 1,588,733 (44,319)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,658,067 69,334 113,653
CASH AND CASH EQUIVALENTS, END OF PERIOD 2,643,205 1,658,067 69,334
Supplemental disclosure of cash flow information:      
Accrued property and equipment 35,903 26,981 32,746
Cash paid during the fiscal year for interest 22,899 20,517 16,362
Cash paid during the fiscal year for income taxes 487,808 203,082 123,698
Accrued treasury stock $ 31,733 $ 0 $ 0
v3.22.1
Basis of Presentation and Summary of Significant Accounting Policies
12 Months Ended
Jan. 29, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Summary of Significant Accounting Policies
DICK’S Sporting Goods, Inc. (together with its subsidiaries, referred to as “the Company”, “we”, “us” and “our” unless specified otherwise) is a leading omni-channel sporting goods retailer offering an extensive assortment of authentic, high-quality sports equipment, apparel, footwear and accessories. As of January 29, 2022, we operated 730 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 teammates, in-store services and unique specialty shop-in-shops. In addition to DICK’S Sporting Goods stores, the Company owns and operates Golf Galaxy, Field & Stream, Public Lands and Going Going Gone! stores, and offers its products both online and through mobile apps. The Company also owns and operates DICK’S House of Sport and Golf Galaxy Performance Center, as well as GameChanger, a youth sports mobile app for video streaming, scorekeeping, scheduling and communications. When used in this Annual Report on Form 10-K, unless the context otherwise requires or specifies, any reference to “year” is to our fiscal year.
Fiscal Year
The Company’s fiscal year ends on the Saturday closest to the end of January. Unless otherwise stated, references to years in this report relate to fiscal years, rather than to calendar years. Fiscal years 2021, 2020 and 2019 ended on January 29, 2022, January 30, 2021 and February 1, 2020, respectively. All fiscal years presented include 52 weeks of operations.
Principles of Consolidation
The Consolidated Financial Statements include DICK’S Sporting Goods, Inc. and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand and all highly liquid instruments purchased with a maturity of three months or less at the date of purchase. Cash and cash equivalents are stated at fair value, which approximates cost.
Cash Management
The Company’s cash management system provides for the reimbursement of all major bank disbursement accounts on a daily basis. Accounts payable at January 29, 2022 and January 30, 2021 include $96.6 million and $111.2 million, respectively, of checks drawn in excess of cash balances not yet presented for payment.
Accounts Receivable
Accounts receivable primarily consist of amounts due from vendors and landlords. The Company’s allowance for credit losses totaled $3.2 million and $2.7 million at January 29, 2022 and January 30, 2021, respectively.
Inventories
Inventories are stated at the lower of weighted average cost and net realizable value. Inventory costs consist of the direct cost of merchandise including freight. Inventories are net of shrinkage, obsolescence, other valuation accounts and vendor allowances totaling $86.1 million and $101.3 million at January 29, 2022 and January 30, 2021, respectively.
Property and Equipment
Property and equipment are recorded at cost and include finance leases. Renewals and betterments are capitalized. Repairs and maintenance are expensed as incurred.
Depreciation is computed using the straight-line method over the following estimated useful lives:
Buildings
40 years
Leasehold improvements
10-25 years
Furniture, fixtures and equipment
3-7 years
Computer software
3-10 years
For leasehold improvements and property and equipment under finance lease agreements, depreciation is calculated using the straight-line method over the shorter of the estimated useful lives of the assets or the lease term. Leasehold improvements made after lease commencement are depreciated over the shorter of their estimated useful lives or the remaining lease term, including renewal periods, if reasonably assured. The Company recognized depreciation expense of $315.7 million, $317.5 million and $307.2 million, in fiscal 2021, 2020 and 2019, respectively.    
Impairment of Long-Lived Assets
The Company evaluates its long-lived assets and assesses whether the carrying values have been impaired whenever events and circumstances indicate that the carrying values of these assets may not be recoverable based on estimated undiscounted future cash flows. An impairment loss is recognized when the estimated undiscounted cash flows expected to result from the use of the asset plus eventual net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When an impairment loss is recognized, the carrying amount of the asset is reduced to its estimated fair value as determined based on quoted market prices or through the use of other valuation techniques. The related impairment expense is recorded within selling, general and administrative expenses on the Consolidated Statements of Income.
Goodwill
Goodwill represents the excess of acquisition cost over the fair value of the net assets of acquired entities. The Company assesses the carrying value of goodwill annually or whenever circumstances indicate that a decline in value may have occurred.
The Company’s goodwill impairment test compares the fair value of each reporting unit to its carrying value. The Company determines the fair value of its reporting units using a combination of the income approach, by using a discounted cash flow model, and a market value approach. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not impaired. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, an impairment charge to selling, general and administrative expenses is recorded to reduce the carrying value to the fair value. A reporting unit is the operating segment, or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by management.
Intangible Assets
Intangible assets consist of both indefinite-lived and finite-lived assets. The majority of the Company’s intangible assets are indefinite-lived, consisting primarily of trademarks and acquired trade names, which the Company tests annually for impairment, or whenever circumstances indicate that a decline in value may have occurred, using Level 3 inputs. The Company estimates the fair value of these intangible assets based on an income approach using the relief-from-royalty method.
The Company’s finite-lived intangible assets consist primarily of customer lists and other acquisition-related assets. Finite-lived intangible assets are amortized over their estimated useful economic lives and are reviewed for impairment when factors indicate that an impairment may have occurred. The Company recognizes an impairment charge when the estimated fair value of the intangible asset is less than its carrying value.
Self-Insurance
The Company is self-insured for certain losses related to health, workers' compensation and general liability insurance, although we maintain stop-loss coverage with third-party insurers to limit our liability exposure. Liabilities associated with these losses are estimated in part by considering historical claims experience, industry factors, severity factors and other actuarial assumptions.
Pre-opening Expenses
Pre-opening expenses, which consist primarily of rent, marketing, payroll and recruiting costs, are expensed as incurred. Rent is recognized within pre-opening expense from the date the Company takes possession of a site through the date of store opening.
Earnings Per Common Share
Basic earnings per common share is computed based on the weighted average number of shares of common stock outstanding for a given period.
Diluted earnings per common share is computed based on the weighted average number of shares of common stock outstanding for a period, plus the effect of dilutive potential common shares outstanding using the treasury stock method. Dilutive potential common shares include shares the Company could be obligated to issue related to its stock-based awards, such as stock options, restricted stock and restricted stock units, and its Convertible Senior Notes and warrants (see Note 10–Convertible Senior Notes for further discussion).
Stock-Based Compensation
The Company has the ability to grant teammates a number of different stock-based awards, including restricted shares of common stock, restricted stock units and stock options to purchase common stock, under the DICK’S Sporting Goods, Inc. Amended and Restated 2012 Stock and Incentive Plan (the “2012 Plan”). The Company records stock-based compensation expense based on the fair value of stock awards at the grant date and recognizes the expense over the employees’ service periods.
Income Taxes
The Company utilizes the asset and liability method of accounting for income taxes and provides deferred income taxes for temporary differences between the amounts reported for assets and liabilities for financial statement purposes and for income tax reporting purposes, using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the relevant taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Consolidated Financial Statements from such a position are measured based on the largest benefit that will more likely than not be realized upon ultimate settlement. Interest and penalties from income tax matters are recognized in income tax expense.
Revenue Recognition
Sales Transactions
Revenue is recognized upon satisfaction of all contractual performance obligations and transfer of control to the customer and is measured as the amount of consideration to which the Company expects to be entitled to in exchange for corresponding goods or services. Substantially all of the Company’s sales are single performance obligation arrangements for retail sale transactions for which the transaction price is equivalent to the stated price of the product or service, net of any stated discounts applicable at a point in time. Each sales transaction results in an implicit contract with the customer to deliver a product or service at the point of sale. Revenue from retail sales is recognized at the point of sale. Sales tax amounts collected from customers that are assessed by a governmental authority are excluded from revenue.
Revenue from eCommerce sales, including vendor-direct sales arrangements, is recognized upon shipment of merchandise. Shipping and handling activities occurring subsequent to the transfer of control to the customer are accounted for as fulfillment costs rather than as a promised service. A provision for anticipated merchandise returns is provided through a reduction of sales and cost of goods sold in the period that the related sales are recorded.
Deferred Revenue
Revenue from gift cards and returned merchandise credits (collectively the “cards”) is deferred and recognized upon their redemption. Income from unredeemed cards is recognized on the Consolidated Statements of Income within net sales in proportion to the pattern of rights exercised by the customer in future periods. The Company performs an evaluation of historical redemption patterns from the date of original issuance to estimate future period redemption activity. During the fiscal years ended January 29, 2022 and January 30, 2021, the Company recognized $19.5 million and $18.3 million of gift card breakage revenue, respectively, and experienced approximately $87.2 million and $74.7 million of gift card redemptions in fiscal 2021 and fiscal 2020, respectively, that had been included in its gift card liability as of January 30, 2021 and February 1, 2020, respectively. Based on the Company’s historical experience, the majority of gift card revenue is recognized within 12 months of deferral. The cards have no expiration date.
Loyalty program points are accrued at the estimated retail value per point, net of estimated breakage. The Company estimates the breakage of loyalty points based on historical redemption rates experienced within the loyalty program. Based on the Company’s customer loyalty program policies, the majority of program points earned are redeemed or expire within 12 months.
See Note 6–Deferred Revenue and Other Liabilities for additional information regarding the amount of these liabilities at January 29, 2022 and January 30, 2021.
Net sales by category
The following table disaggregates the amount of net sales attributable to hardlines, apparel and footwear for the last three fiscal years (in millions):
 
Fiscal Year
202120202019
Hardlines (1)
$5,407.9 $4,428.5 $3,695.2 
Apparel
4,131.2 3,180.2 3,109.0 
Footwear
2,562.8 1,834.3 1,811.4 
Other (2)
191.5 141.0 135.1 
Total net sales$12,293.4 $9,584.0 $8,750.7 
(1)Includes items such as sporting goods equipment, fitness equipment, golf equipment and hunting and fishing gear.
(2)Includes the Company’s non-merchandise sales categories, including in-store services, shipping revenues, software subscription revenues and credit card processing revenues.
Cost of Goods Sold
Cost of goods sold includes: the cost of merchandise (inclusive of vendor allowances, inventory shrinkage and inventory write-downs for the lower of cost or net realizable value); freight; distribution; shipping; and store occupancy costs. The Company defines merchandise margin as net sales less the cost of merchandise sold. Store occupancy costs include rent, common area maintenance charges, real estate and other asset-based taxes, general maintenance, utilities, depreciation and certain insurance expenses.
Selling, General and Administrative Expenses
Selling, general and administrative expenses include store and field support payroll and fringe benefits, advertising, bank card charges, operating costs associated with the Company’s internal eCommerce platform, information systems, marketing, legal, accounting, other store expenses and all expenses associated with operating the Company’s Customer Support Center (“CSC”).
Advertising Costs
Production costs for all forms of advertising and the costs to run the advertisements are expensed the first time the advertisement takes place. Advertising expense, net of cooperative advertising, was $410.9 million, $293.4 million and $338.7 million for fiscal 2021, 2020 and 2019, respectively.
Business Development Allowances
Business development allowances include allowances, rebates and cooperative advertising funds received from vendors. These funds are determined for each fiscal year and the majority are based on various quantitative contract terms. Amounts expected to be received from vendors for the purchase of merchandise inventories (“vendor allowances”) are recognized as a reduction of cost of goods sold as the merchandise is sold. Amounts that represent a reimbursement of costs incurred, such as advertising (“cooperative advertising”), are recorded as a reduction to the related expense in the period that the related expense is incurred. The Company records an estimate of earned allowances based on the latest projected purchase volumes and advertising forecasts.
Segment Information
The Company is a specialty omni-channel retailer that offers a broad range of products in its specialty retail stores, which are primarily located in the eastern United States. Given the economic characteristics of the store formats, the similar nature of the products sold, the type of customer and method of distribution, the Company’s operating segments are aggregated within one reportable segment. Refer to Revenue Recognition within this Note for additional disclosure of net sales by merchandise category.
Construction Allowances
All of the Company’s store locations are leased. The Company may receive reimbursement from a landlord for some of the cost of the structure, subject to satisfactory fulfillment of applicable lease provisions. These reimbursements may be referred to as tenant allowances, construction allowances or landlord reimbursements (“construction allowances”). The Company’s accounting for construction allowances differs depending on whether the Company is deemed to have control of the underlying asset prior to commencement of the lease.
If the Company is not deemed to have control of the underlying asset prior to lease commencement, reimbursement from a landlord for tenant improvements is classified as a lease incentive and included as a reduction to the related operating lease asset on the Consolidated Balance Sheets. The incentive is amortized as part of operating lease expense on a straight-line basis over the term of the lease. Landlord reimbursements from these transactions are included in cash flows from operating activities as a change in deferred construction allowances.
If the Company is deemed to have control of the underlying asset prior to lease commencement, a sale and leaseback of the asset occurs when construction of the asset is complete and the lease term begins, if relevant sale-leaseback accounting criteria are met. Any gain or loss from the transaction is recorded within deferred revenue and other liabilities on the Consolidated Balance Sheets, which is amortized as rent expense on a straight-line basis over the term of the lease. The Company reports the amount of cash received for the construction allowance as construction allowance receipts within the financing activities section of its Consolidated Statements of Cash Flows when such allowances are received prior to completion of the sale-leaseback transaction. The Company reports the amount of cash received from construction allowances as proceeds from sale leaseback transactions within the investing activities section of its Consolidated Statements of Cash Flows when such amounts are received after the sale-leaseback accounting criteria have been achieved.
Leases
The Company determines whether a contract is or contains a lease at contract inception. Operating lease assets and liabilities are recognized at the lease’s commencement date based on the present value of remaining fixed lease payments over the lease term. As the rate implicit in the lease is not readily determinable in most of the Company’s leases, the Company uses its incremental borrowing rate based on the information available at a lease’s commencement date to determine the present value of lease payments. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The operating lease asset also includes any fixed lease payments made, net of lease incentives, and initial direct costs incurred.
Operating lease expense for fixed lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are generally expensed as incurred and may include certain index-based changes in rent and other non-fixed payments for services provided by the lessor. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company’s leases do not contain any material residual guarantees or material restrictive covenants.
COVID-19 Update
The pandemic caused by the coronavirus and its variants (“COVID-19”) continues to evolve. The effect that the COVID-19 pandemic may have on the Company’s future business remains uncertain, including the long-term economic outlook, inflation and its impact on consumer discretionary spending behavior when the pandemic ends. Additionally, the COVID-19 pandemic has disrupted global supply chains, including factory closures and port congestion that have resulted in longer transit times and rising container and transportation costs. Although the Company has successfully managed these challenges thus far, the Company’s ability to continue to replenish its inventory to meet current levels of consumer demand could be impacted by further delays or disruptions to the flow of products from key vendor partners and vertical brand sources. Accordingly, the Company cannot estimate the full impact that the COVID-19 pandemic may have on its financial condition and future results of operations, and it will continue to actively monitor its impact to the Company’s business.
Recently Adopted Accounting Pronouncements
Income Taxes
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This update simplifies the accounting for income taxes by removing certain exceptions to the general principles in Accounting Standard Codification (“ASC”) 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 during the first quarter of 2021. The adoption did not have a significant impact on the Company’s financial condition, results of operations, cash flows or disclosures.
Leases
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which required an entity to recognize lease assets and lease liabilities on the balance sheet and to disclose key information about an entity’s leasing arrangements. ASU 2016-02 was effective for annual reporting periods, and interim periods therein, beginning after December 15, 2018. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases, and ASU 2018-11, Leases (Topic 842), Targeted Improvements, which affected certain aspects of the previously issued guidance. Amendments included an additional transition option that allowed entities to apply the new standard on the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings, as well as a new practical expedient for lessors.
On February 3, 2019, the Company adopted ASU 2016-02 and all related amendments using the optional transition method and elected the package of practical expedients permitted under the transition guidance within the new standard. Such election allowed the Company to not reassess whether any expired or existing contracts are or contain leases, not to reassess the lease classification for any expired or existing leases, and not to reassess initial direct costs for any existing leases. The Company also elected the practical expedient related to land easements. The Company did not elect the practical expedient of hindsight when determining the lease term of existing contracts at the effective date.
The Company has lease agreements with non-lease components that relate to the lease components and elected the practical expedient to account for non-lease components, and the lease components to which they relate, as a single lease component for all classes of underlying assets. The Company also elected to keep short-term leases with an initial term of 12 months or less off the Consolidated Balance Sheet.
Adoption of these standards did not materially affect the Company’s consolidated net income or cash flows, but resulted in the recognition of $2.5 billion of lease assets and $3.1 billion of lease liabilities as of February 3, 2019. In connection with the adoption, pre-existing liabilities for deferred rent and various lease incentives were reclassified as a component of the lease assets. Accordingly, the Company recorded an $8.0 million adjustment to opening retained earnings in fiscal 2019, primarily resulting from the impairment of lease assets recognized at adoption.
Recently Issued Accounting Pronouncements
Reference Rate Reform
In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The update provides optional guidance for a limited period of time to ease potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as the London Interbank Offered Rate (“LIBOR”). The amendments in this ASU can be applied anytime between the first quarter of fiscal 2020 and the fourth quarter of fiscal 2022 and apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The Company’s primary association with LIBOR was through interest rates applicable to loans under the former revolving credit facility, which was terminated in January 2022 and replaced with a new revolving credit facility that uses an adjusted secured overnight financing rate (“SOFR”). See Note 8–Revolving Credit Facility for additional details. Accordingly, the impact of Topic 848 on the Company's financial statements and related disclosures is not expected to be significant.
Convertible Instruments
In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40),” which removes the separation models for convertible debt with cash conversion or beneficial conversion features. ASU 2020-06 also requires the application of the if-converted method for calculating earnings per diluted share, as the treasury stock method will no longer be permitted for convertible instruments.
The Company adopted ASU 2020-06 as of the first day of fiscal 2022 using the modified retrospective approach, which will result in the following adjustments to the Consolidated Balance Sheet (in millions):
Last Day of Fiscal 2021Adoption of ASU 2020-06First Day of Fiscal 2022
Balance sheet line item
Convertible Senior Notes due 2025$449.3 $114.0 $563.3 
Net deferred tax assets$35.0 $(29.3)$5.7 
Additional paid-in capital$1,488.8 $(119.0)$1,369.8 
Retained earnings$3,956.6 $34.2 $3,990.8 
After adopting ASU 2020-06, the Company’s Convertible Senior Notes due 2025 (the “Convertible Senior Notes”) will be reflected entirely as a liability since the embedded conversion feature will no longer be separately presented within stockholders’ equity, eliminating the non-cash debt discount. Accordingly, the Company expects that fiscal 2022 earnings will not include $27.4 million of pre-tax non-cash interest expense that was incurred in fiscal 2021, decreasing the effective interest rate on the Convertible Senior Notes from 11.6% to 3.9%.
Despite the Company’s intention to settle the principal amount of the Convertible Senior Notes in cash, the application of the if-converted method requires earnings per diluted share to reflect the assumed share conversion of the Convertible Senior Notes, which was 17.5 million dilutive shares as of January 29, 2022. The Company does not expect the adoption of ASU 2020-06 to have a material impact on its earnings per diluted share.
v3.22.1
Earnings Per Common Share
12 Months Ended
Jan. 29, 2022
Earnings Per Share [Abstract]  
Earnings Per Common Share Earnings per Common Share
The computations for basic and diluted earnings per common share were as follows for the fiscal years presented below (in thousands, except per share data):
 
202120202019
Net income$1,519,871 $530,251 $297,462 
Weighted average common shares outstanding - basic83,183 84,258 87,502 
Dilutive effect of stock-based awards6,503 4,185 1,564 
Dilutive effect of Convertible Senior Notes11,332 3,460 — 
Dilutive effect of warrants8,560 736 — 
Weighted average common shares outstanding - diluted109,578 92,639 89,066 
Earnings per common share - basic$18.27 $6.29 $3.40 
Earnings per common share - diluted$13.87 $5.72 $3.34 
Stock-based awards excluded from diluted shares42 1,688 2,990 
For fiscal years 2021 and 2020, the dilutive effect of the Convertible Senior Notes included approximately 11.3 million and 3.5 million shares, respectively, that are designed to be offset at settlement by shares delivered from the bond hedge purchased by the Company. The shares provided by the bond hedge are anti-dilutive; accordingly, they are not treated as a reduction to diluted weighted average shares outstanding. See Note 10–Convertible Senior Notes.
v3.22.1
Property and Equipment
12 Months Ended
Jan. 29, 2022
Property, Plant and Equipment [Abstract]  
Property and Equipment Property and Equipment
Property and equipment are recorded at cost and consist of the following as of the end of the fiscal years presented below (in thousands):
20212020
Buildings and land
$332,207 $328,417 
Leasehold improvements
1,846,630 1,729,239 
Furniture, fixtures and equipment
1,246,138 1,158,691 
Computer software
508,870 460,004 
Total property and equipment
3,933,845 3,676,351 
Less: accumulated depreciation and amortization
(2,614,164)(2,376,086)
Net property and equipment
$1,319,681 $1,300,265 
The amounts above include construction in progress of $39.8 million and $69.2 million for fiscal 2021 and 2020, respectively.
v3.22.1
Goodwill and Other Intangible Assets
12 Months Ended
Jan. 29, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets Goodwill and Intangible Assets
Goodwill
The carrying amount of goodwill for fiscal 2021 and fiscal 2020 was $245.9 million, which is recorded net of $111.3 million in accumulated impairments. No impairment charges were recorded against goodwill in fiscal 2021, 2020, or 2019.
Intangible Assets
The components of intangible assets were as follows as of the end of the fiscal years presented below (in thousands):
 
20212020
 
Gross AmountAccumulated AmortizationGross AmountAccumulated Amortization
Trademarks (indefinite-lived)
$61,315 $— $61,315 $— 
Trade names (indefinite-lived)
15,660 — 15,660 — 
Customer lists
18,195 (14,032)18,195 (11,604)
Acquired technology and other finite-lived intangible assets
12,016 (12,016)12,016 (10,773)
Other indefinite-lived intangible assets
5,629 — 5,242 — 
Total intangible assets
$112,815 $(26,048)$112,428 $(22,377)

The Company had indefinite-lived and finite-lived intangible assets, net of accumulated amortization, of $82.6 million and $4.2 million, respectively, as of January 29, 2022 and $82.2 million and $7.8 million, respectively, as of January 30, 2021. Amortization of the Company’s finite-lived intangible assets was $3.7 million, $4.3 million, and $5.3 million in fiscal 2021, 2020, and 2019, respectively.
In fiscal 2019, the Company sold two technology subsidiaries, Blue Sombrero and Affinity Sports, to Stack Sports (unaffiliated with the Company’s Executive Chairman, Edward Stack) for net cash proceeds of $40.4 million. In connection with the sale, the Company recorded a pre-tax gain of $33.8 million and disposed of goodwill and intangible assets, net of accumulated amortization, of $4.6 million and $2.1 million, respectively.
The Company expects to recognize amortization expense on existing finite-lived intangible assets as follows (in thousands):
Fiscal Year
Estimated Amortization Expense
2022$2,428 
20231,544 
2024191 
   Total
$4,163 
v3.22.1
Accrued Expenses
12 Months Ended
Jan. 29, 2022
Accrued Liabilities, Current [Abstract]  
Accrued Expenses Accrued ExpensesAccrued expenses consist of the following as of the end of the fiscal years presented below (in thousands):
20212020
Payroll, withholdings and benefits$297,409 $270,895 
Real estate taxes, utilities and other occupancy costs88,860 78,836 
Property and equipment35,903 26,981 
Treasury stock31,733 — 
Sales tax30,540 30,175 
Other 135,698 111,247 
Total accrued expenses$620,143 $518,134 
v3.22.1
Deferred Revenue and Other Liabilities
12 Months Ended
Jan. 29, 2022
Deferred Credits and Other Liabilities [Abstract]  
Deferred Revenue and Other Liabilities Deferred Revenue and Other LiabilitiesDeferred revenue and other liabilities consist of the following as of the end of the fiscal years presented below (in thousands):
20212020
Current:
  
Deferred gift card revenue
$209,763 $173,786 
Customer loyalty program
46,071 41,600 
Other
61,599 44,918 
Total current deferred revenue and other liabilities
$317,433 $260,304 
Long-term:
  
Deferred compensation$150,825 $125,696 
Other
46,709 59,630 
Total other long-term liabilities
$197,534 $185,326 
v3.22.1
Leases
12 Months Ended
Jan. 29, 2022
Leases [Abstract]  
Leases LeasesThe Company leases all of its stores, three of its distribution centers and certain equipment under non-cancellable operating leases that expire at various dates through 2033. The Company’s stores generally have initial lease terms of 10 to 15 years and contain multiple five-year renewal options and rent escalation provisions. The lease agreements provide primarily for the payment of minimum annual rentals, costs of utilities, property taxes, maintenance, common areas and insurance.
The components of lease cost for the following fiscal years presented below were as follows (in thousands):
202120202019
Operating lease cost$574,929 $584,392 $590,381 
Short-term lease cost14,588 10,625 7,579 
Variable lease cost114,664 119,007 119,452 
Sublease income(11,571)(10,798)(5,135)
Total lease cost$692,610 $703,226 $712,277 
Supplemental cash flow information related to operating leases for the following fiscal years are presented below (in thousands):
202120202019
Cash paid for amounts included in the measurement of operating lease liabilities$679,289 $620,529 $655,679 
Non-cash operating lease assets and liabilities obtained in exchange for new or modified leases$368,515 $299,619 $244,153 
Supplemental balance sheet information related to operating leases were as follows:
January 29,
2022
January 30,
2021
Weighted average remaining lease term for operating leases6.09 years6.40 years
Weighted average discount rate for operating leases5.82 %6.44 %

Future maturities of operating lease liabilities were as follows as of January 29, 2022 (in thousands):
Fiscal Year
2022$667,879 
2023593,898 
2024499,459 
2025402,644 
2026314,492 
Thereafter575,587 
Total future undiscounted lease payments3,053,959 
Less: imputed interest(474,495)
      Total reported lease liability$2,579,464 
The Company has entered into operating leases, primarily related to future store locations, that have not yet commenced. As of January 29, 2022 the future minimum payments on these leases approximated $39.0 million.
The Company acts as sublessor on several operating leases. As of January 29, 2022, total future minimum rentals under non-cancellable subleases approximated $62.0 million.
v3.22.1
Revolving Credit Facility
12 Months Ended
Jan. 29, 2022
Debt Disclosure [Abstract]  
Revolving Credit Facility Revolving Credit Facility
On January 14, 2022, the Company terminated its existing $1.855 billion revolving credit facility and entered into a new credit agreement (the “Credit Agreement”), with Wells Fargo Bank, National Association, as administrative agent, providing for $1.6 billion in unsecured revolving credit capacity (the “Credit Facility”), of which up to $75.0 million is available for letters of credit. The Credit Facility matures on January 14, 2027, subject to extensions permitted under the Credit Agreement, and allows for $500.0 million in additional incremental borrowing capacity, subject to existing or new lenders agreeing to provide such additional revolving commitments.
The loans under the Credit Facility bear interest at an alternate base rate or an adjusted SOFR plus, in each case, an applicable margin of 0.125% with respect to the alternate base rate and 1.125% with respect to the adjusted SOFR as of January 29, 2022, which is subject to adjustment based on the Company’s public debt rating. The Credit Facility allows voluntary repayment of outstanding loans at any time without premium or penalty, other than customary breakage costs with respect to SOFR loans. The unused portion of the Credit Facility is subject to a commitment fee of 0.11% per year as of January 29, 2022, which is adjusted based on the Company’s public debt rating. There were no borrowings outstanding under the Company’s revolving line of credit agreements at January 29, 2022 or January 30, 2021. After adjusting for outstanding letters of credit of $16.1 million, the Company’s total remaining borrowing capacity under the Credit Facility was $1.58 billion at January 29, 2022.
The Credit Agreement contains representations and warranties, affirmative and negative covenants and events of default customary for unsecured financings of this type, including negative covenants that, among other things, limit the ability of the Company and certain of its subsidiaries to incur liens, limit the ability of the Company to make certain fundamental changes and limit the ability of the Company’s non-guarantor subsidiaries to incur indebtedness, in each case subject to a number of important exceptions and qualifications. The Credit Agreement also contains a maximum lease-adjusted leverage ratio covenant. The Company was in compliance with all covenants of the Credit Agreement at January 29, 2022.
v3.22.1
Senior Notes
12 Months Ended
Jan. 29, 2022
Senior Notes [Abstract]  
Senior Notes Senior Notes
Key Terms
On January 14, 2022, the Company issued $750.0 million aggregate principal amount of 3.15% senior notes due 2032 (the “2032 Notes”) and $750.0 million aggregate principal amount of 4.10% senior notes due 2052 (the “2052 Notes” and, together with the 2032 Notes, the “Senior Notes”). The Senior Notes were issued under a base indenture, dated as of January 14, 2022 (the “Base Indenture”), as supplemented by a supplemental indenture, dated as of January 14, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), in each case by and between the Company and U.S. Bank National Association, as trustee. The Notes are unsecured, unsubordinated obligations of the Company and rank equally in right of payment to all of the Company’s existing and future unsecured and unsubordinated debt and other obligations. The Company is required to pay interest on the Senior Notes semi-annually, in arrears, on January 15 and July 15 of each year, commencing on July 15, 2022.
Net Proceeds and Carrying Values
Net proceeds from the issuance of the Senior Notes totaled approximately $1.5 billion, after deducting the applicable discount. The Company also incurred approximately $15.3 million in offering expenses, including underwriting fees, related to the issuance of the Senior Notes. Together, the discount, underwriting fees and offering expenses will be amortized over the respective terms of the Senior Notes using the effective interest method. The effective interest rate on the 2032 Notes is 3.28%, and the effective interest rate on the 2052 Notes is 4.18%.
The carrying values of the Senior Notes were as follows at January 29, 2022 (in millions):
2032 Notes2052 NotesTotal
Principal$750.0 $750.0 $1,500.0 
Discounts and issuance costs(8.3)(10.3)(18.6)
Carrying amount$741.7 $739.7 $1,481.4 
Redemption
The Company may redeem the Senior Notes, at its option, in whole or in part, at any time and from time-to-time prior to (i) in the case of the 2032 Notes, October 15, 2031 (the date that is three months before the maturity date of the 2032 Notes), and (ii) in the case of the 2052 Notes, July 15, 2051 (the date that is six months before the maturity date of the 2052 Notes) (the applicable date with respect to each such series of Senior Notes, the “Applicable Par Call Date”), in each case, at a “make-whole” price described in the Supplemental Indenture plus accrued and unpaid interest to, but excluding, the redemption date. In addition, on or after the Applicable Par Call Date, the Company may redeem either series of the Senior Notes, at its option, in whole or in part, at any time and from time-to-time, at a redemption price equal to 100% of the principal amount of the Senior Notes of such series to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.
Change in Control
In the event of certain change of control triggering events with respect to the Senior Notes of either series (subject to certain exceptions), the Company will be required to make an offer to each holder of the applicable Notes of such series to repurchase all or part of its Senior Notes of such series at a purchase price in cash equal to 101% of the principal amount of such Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase.
Covenants
The Indenture contains certain covenants that, among other things, restrict the Company’s and certain of its subsidiaries’ ability to incur certain indebtedness secured by liens on certain assets and limit the ability of the Company to make certain fundamental changes, in each case subject to a number of exceptions and qualifications described in the Indenture. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Senior Notes to become or to be declared due and payable, as applicable. The Company was in compliance with its covenants at January 29, 2022.
Convertible Senior Notes
Overview
In April 2020, the Company closed on an aggregate $575.0 million of 3.25% Convertible Senior Notes due 2025, including the exercise of the full $75.0 million over-allotment option, receiving proceeds of $557.6 million, net of $17.4 million of transaction fees and other third-party offering expenses. The Convertible Senior Notes accrue interest at a rate of 3.25% per annum, payable semi-annually in arrears on April 15 and October 15 and mature on April 15, 2025, unless earlier repurchased, redeemed or converted.
The Convertible Senior Notes are the Company’s unsecured, unsubordinated obligations and are equal in right of payment with the Company’s existing and future unsecured, unsubordinated indebtedness; senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the Convertible Senior Notes; effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and preferred equity, if any, of the Company’s subsidiaries.
Conversion Terms
Upon issuance of the Convertible Senior Notes in April 2020, the initial conversion rate was 28.2618 shares of the Company’s common stock per $1,000 principal amount of Convertible Senior Notes, which represented an initial conversion price of approximately $35.38 per share. The conversion rate is subject to customary adjustments upon the occurrence of certain events, such as the payment of dividends. In addition, upon the occurrence of a fundamental change prior to the maturity of the Convertible Senior Notes, the Company will, in certain circumstances, increase the conversion rate by a specified number of additional shares for a holder that elects to convert the Convertible Senior Notes in connection with such a fundamental change.
As of January 29, 2022, the conversion rate for the Convertible Senior Notes was 30.5068, which represents a conversion price of $32.78 per share. The difference between the initial conversion rate and the conversion rate as of January 29, 2022 is due to dividends that have been declared and paid on shares of the Company’s common stock following the issuance of the Convertible Senior Notes. Because the closing price of the Company’s common stock of $113.19 at the end of fiscal 2021 exceeded the conversion price of $32.78, the if-converted value exceeded the principal amount of the Convertible Senior Notes by approximately $1.4 billion at January 29, 2022. As described below, the Company entered into convertible note hedge transactions, which are expected to reduce the potential dilution with respect to the Company’s common stock upon conversion of the Convertible Senior Notes.
Upon conversion, the Company may settle the Convertible Senior Notes for cash, shares of the Company’s stock, or a combination thereof, at the Company’s option. The Company also has the ability to irrevocably elect to settle the Convertible Senior Notes in cash without amending the indentures or the Convertible Senior Notes themselves. The Company currently intends to settle the principal amount of the Convertible Senior Notes in cash and any conversion premium in shares of its common stock.
Convertible debt instruments that may be settled in cash are required to be separated into liability and equity components. The allocation to the liability component is based on the fair value of a similar instrument that does not contain an equity conversion option. Based on this debt to equity ratio, debt issuance costs are then allocated to the liability and equity components in a similar manner. Accordingly, at issuance the Company allocated $396.9 million to the debt liability and $160.7 million to additional paid in capital.
Financial Statement Impacts
The difference between the principal amount of the Convertible Senior Notes and the liability component, inclusive of issuance costs, represents the debt discount, which the Company amortizes to interest expense using an effective interest rate of 11.6%. During fiscal 2021 and fiscal 2020, the Company recognized $49.5 million and $36.4 million, respectively, of total interest expense related to the Convertible Senior Notes, of which $30.8 million and $21.6 million, respectively, was attributed to non-cash amortization of the debt discount. See Note 1–Basis of Presentation and Summary of Significant Accounting Policies for details on how the Company will change its accounting for the Convertible Senior Notes beginning in fiscal 2022.
A summary of the composition of the net carrying values of the liability and equity components of the Convertible Senior Notes as of the end of the following fiscal years is presented below (in millions):
20212020
Principal$575.0 $575.0 
Debt discount(125.7)(156.5)
Carrying amount$449.3 $418.5 
Equity component (*)
$160.7 $160.7 
(*) Presented within additional paid-in capital on the Consolidated Balance Sheets.
Early Conversion
Prior to the close of business on the business day immediately preceding December 2, 2024, noteholders may convert their Convertible Senior Notes into shares of the Company’s common stock at their option only in the following circumstances:
during any calendar quarter, if the last reported sale price per share of the Company’s common stock for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter, exceeds 130% of the conversion price then in effect on each applicable trading day;
during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “Measurement Period”) if the trading price per $1,000 principal amount of Convertible Senior Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day;
upon the occurrence of certain corporate events or distributions on the Company’s common stock, including but not limited to a fundamental change; or
if the Company calls all or any Convertible Senior Notes for redemption.
At January 29, 2022, the stock price conditions under which the Convertible Senior Notes could be convertible at the holders’ option were met. However, the Company has not received any material conversion requests through the filing date of this Annual Report on Form 10-K.
On or after December 2, 2024, until the close of business on the second scheduled trading day immediately before the maturity date of the Convertible Senior Notes, noteholders may convert their Convertible Senior Notes at their option at any time, regardless of the foregoing conditions.
The Company may redeem the Convertible Senior Notes at its option at any time on or after April 17, 2023 at a cash redemption price equal to the principal amount of the Convertible Senior Notes to be redeemed, plus accrued and unpaid interest, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any Convertible Senior Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Convertible Senior Note, in which case the conversion rate applicable to the conversion of that Convertible Senior Note will be increased in certain circumstances if it is converted after it is called for redemption.
Upon the occurrence of a fundamental change prior to the maturity date of the Convertible Senior Notes, holders of the Convertible Senior Notes may require the Company to repurchase all or a portion of the Convertible Senior Notes for cash at a price equal to 100% of the principal amount of the Convertible Senior Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
Convertible Note Hedge and Warrant Transactions
In connection with the sale of the Convertible Senior Notes, the Company purchased a bond hedge designed to mitigate the potential dilution to shareholders from the conversion of the Convertible Senior Notes. Under the five-year term of the bond hedge, upon a conversion of the bonds the Company will receive shares of common stock equal to the shares issued under the conversion feature of the Convertible Senior Notes. The aggregate number of shares that the Company could be obligated to issue upon conversion of the Convertible Senior Notes, and that the Company would receive under the bond hedge, is equal to the number of shares underlying the Convertible Senior Notes, or approximately 17.5 million shares at January 29, 2022.
The cost of the bond hedge was partially offset by the Company’s sale of warrants to acquire approximately 17.5 million shares of the Company’s common stock. The warrants were initially exercisable at a price of at least $52.42 per share and are subject to customary adjustments upon the occurrence of certain events, such as the payment of dividends. As of January 29, 2022, the warrants were exercisable at a price of at least $48.56 per share. The difference between the initial and current exercise price is due to dividends that have been declared and paid on shares of the Company’s common stock following the issuance of the warrants.
The bond hedge and warrant transactions effectively increased the conversion price associated with the Convertible Senior Notes during the term of these transactions from 35% to 100% at their issuance, thereby reducing the dilutive economic effect to shareholders upon actual conversion. There would be dilution from the conversion of the Convertible Senior Notes to the extent that the then-market price per share of the common stock exceeds the exercise price of the warrants at the time of conversion.
The bond hedges and warrants are indexed to, and potentially settled in shares of, the Company’s common stock. The net cost of $55.8 million for the purchase of the bond hedges and sale of the warrants was recorded as a reduction to additional paid-in capital in the Consolidated Balance Sheets.
Upon their issuance in April 2020, the Company recorded a deferred tax liability of $42.7 million related to the debt discount associated with the Convertible Senior Notes and a deferred tax asset of $42.8 million related to the convertible note hedge transactions. The deferred tax liability and deferred tax asset are recorded in deferred income taxes on the Consolidated Balance Sheets.
v3.22.1
Convertible Senior Notes
12 Months Ended
Jan. 29, 2022
Convertible Senior Notes [Abstract]  
Convertible Senior Notes Senior Notes
Key Terms
On January 14, 2022, the Company issued $750.0 million aggregate principal amount of 3.15% senior notes due 2032 (the “2032 Notes”) and $750.0 million aggregate principal amount of 4.10% senior notes due 2052 (the “2052 Notes” and, together with the 2032 Notes, the “Senior Notes”). The Senior Notes were issued under a base indenture, dated as of January 14, 2022 (the “Base Indenture”), as supplemented by a supplemental indenture, dated as of January 14, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), in each case by and between the Company and U.S. Bank National Association, as trustee. The Notes are unsecured, unsubordinated obligations of the Company and rank equally in right of payment to all of the Company’s existing and future unsecured and unsubordinated debt and other obligations. The Company is required to pay interest on the Senior Notes semi-annually, in arrears, on January 15 and July 15 of each year, commencing on July 15, 2022.
Net Proceeds and Carrying Values
Net proceeds from the issuance of the Senior Notes totaled approximately $1.5 billion, after deducting the applicable discount. The Company also incurred approximately $15.3 million in offering expenses, including underwriting fees, related to the issuance of the Senior Notes. Together, the discount, underwriting fees and offering expenses will be amortized over the respective terms of the Senior Notes using the effective interest method. The effective interest rate on the 2032 Notes is 3.28%, and the effective interest rate on the 2052 Notes is 4.18%.
The carrying values of the Senior Notes were as follows at January 29, 2022 (in millions):
2032 Notes2052 NotesTotal
Principal$750.0 $750.0 $1,500.0 
Discounts and issuance costs(8.3)(10.3)(18.6)
Carrying amount$741.7 $739.7 $1,481.4 
Redemption
The Company may redeem the Senior Notes, at its option, in whole or in part, at any time and from time-to-time prior to (i) in the case of the 2032 Notes, October 15, 2031 (the date that is three months before the maturity date of the 2032 Notes), and (ii) in the case of the 2052 Notes, July 15, 2051 (the date that is six months before the maturity date of the 2052 Notes) (the applicable date with respect to each such series of Senior Notes, the “Applicable Par Call Date”), in each case, at a “make-whole” price described in the Supplemental Indenture plus accrued and unpaid interest to, but excluding, the redemption date. In addition, on or after the Applicable Par Call Date, the Company may redeem either series of the Senior Notes, at its option, in whole or in part, at any time and from time-to-time, at a redemption price equal to 100% of the principal amount of the Senior Notes of such series to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.
Change in Control
In the event of certain change of control triggering events with respect to the Senior Notes of either series (subject to certain exceptions), the Company will be required to make an offer to each holder of the applicable Notes of such series to repurchase all or part of its Senior Notes of such series at a purchase price in cash equal to 101% of the principal amount of such Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase.
Covenants
The Indenture contains certain covenants that, among other things, restrict the Company’s and certain of its subsidiaries’ ability to incur certain indebtedness secured by liens on certain assets and limit the ability of the Company to make certain fundamental changes, in each case subject to a number of exceptions and qualifications described in the Indenture. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Senior Notes to become or to be declared due and payable, as applicable. The Company was in compliance with its covenants at January 29, 2022.
Convertible Senior Notes
Overview
In April 2020, the Company closed on an aggregate $575.0 million of 3.25% Convertible Senior Notes due 2025, including the exercise of the full $75.0 million over-allotment option, receiving proceeds of $557.6 million, net of $17.4 million of transaction fees and other third-party offering expenses. The Convertible Senior Notes accrue interest at a rate of 3.25% per annum, payable semi-annually in arrears on April 15 and October 15 and mature on April 15, 2025, unless earlier repurchased, redeemed or converted.
The Convertible Senior Notes are the Company’s unsecured, unsubordinated obligations and are equal in right of payment with the Company’s existing and future unsecured, unsubordinated indebtedness; senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the Convertible Senior Notes; effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and preferred equity, if any, of the Company’s subsidiaries.
Conversion Terms
Upon issuance of the Convertible Senior Notes in April 2020, the initial conversion rate was 28.2618 shares of the Company’s common stock per $1,000 principal amount of Convertible Senior Notes, which represented an initial conversion price of approximately $35.38 per share. The conversion rate is subject to customary adjustments upon the occurrence of certain events, such as the payment of dividends. In addition, upon the occurrence of a fundamental change prior to the maturity of the Convertible Senior Notes, the Company will, in certain circumstances, increase the conversion rate by a specified number of additional shares for a holder that elects to convert the Convertible Senior Notes in connection with such a fundamental change.
As of January 29, 2022, the conversion rate for the Convertible Senior Notes was 30.5068, which represents a conversion price of $32.78 per share. The difference between the initial conversion rate and the conversion rate as of January 29, 2022 is due to dividends that have been declared and paid on shares of the Company’s common stock following the issuance of the Convertible Senior Notes. Because the closing price of the Company’s common stock of $113.19 at the end of fiscal 2021 exceeded the conversion price of $32.78, the if-converted value exceeded the principal amount of the Convertible Senior Notes by approximately $1.4 billion at January 29, 2022. As described below, the Company entered into convertible note hedge transactions, which are expected to reduce the potential dilution with respect to the Company’s common stock upon conversion of the Convertible Senior Notes.
Upon conversion, the Company may settle the Convertible Senior Notes for cash, shares of the Company’s stock, or a combination thereof, at the Company’s option. The Company also has the ability to irrevocably elect to settle the Convertible Senior Notes in cash without amending the indentures or the Convertible Senior Notes themselves. The Company currently intends to settle the principal amount of the Convertible Senior Notes in cash and any conversion premium in shares of its common stock.
Convertible debt instruments that may be settled in cash are required to be separated into liability and equity components. The allocation to the liability component is based on the fair value of a similar instrument that does not contain an equity conversion option. Based on this debt to equity ratio, debt issuance costs are then allocated to the liability and equity components in a similar manner. Accordingly, at issuance the Company allocated $396.9 million to the debt liability and $160.7 million to additional paid in capital.
Financial Statement Impacts
The difference between the principal amount of the Convertible Senior Notes and the liability component, inclusive of issuance costs, represents the debt discount, which the Company amortizes to interest expense using an effective interest rate of 11.6%. During fiscal 2021 and fiscal 2020, the Company recognized $49.5 million and $36.4 million, respectively, of total interest expense related to the Convertible Senior Notes, of which $30.8 million and $21.6 million, respectively, was attributed to non-cash amortization of the debt discount. See Note 1–Basis of Presentation and Summary of Significant Accounting Policies for details on how the Company will change its accounting for the Convertible Senior Notes beginning in fiscal 2022.
A summary of the composition of the net carrying values of the liability and equity components of the Convertible Senior Notes as of the end of the following fiscal years is presented below (in millions):
20212020
Principal$575.0 $575.0 
Debt discount(125.7)(156.5)
Carrying amount$449.3 $418.5 
Equity component (*)
$160.7 $160.7 
(*) Presented within additional paid-in capital on the Consolidated Balance Sheets.
Early Conversion
Prior to the close of business on the business day immediately preceding December 2, 2024, noteholders may convert their Convertible Senior Notes into shares of the Company’s common stock at their option only in the following circumstances:
during any calendar quarter, if the last reported sale price per share of the Company’s common stock for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter, exceeds 130% of the conversion price then in effect on each applicable trading day;
during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “Measurement Period”) if the trading price per $1,000 principal amount of Convertible Senior Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day;
upon the occurrence of certain corporate events or distributions on the Company’s common stock, including but not limited to a fundamental change; or
if the Company calls all or any Convertible Senior Notes for redemption.
At January 29, 2022, the stock price conditions under which the Convertible Senior Notes could be convertible at the holders’ option were met. However, the Company has not received any material conversion requests through the filing date of this Annual Report on Form 10-K.
On or after December 2, 2024, until the close of business on the second scheduled trading day immediately before the maturity date of the Convertible Senior Notes, noteholders may convert their Convertible Senior Notes at their option at any time, regardless of the foregoing conditions.
The Company may redeem the Convertible Senior Notes at its option at any time on or after April 17, 2023 at a cash redemption price equal to the principal amount of the Convertible Senior Notes to be redeemed, plus accrued and unpaid interest, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any Convertible Senior Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Convertible Senior Note, in which case the conversion rate applicable to the conversion of that Convertible Senior Note will be increased in certain circumstances if it is converted after it is called for redemption.
Upon the occurrence of a fundamental change prior to the maturity date of the Convertible Senior Notes, holders of the Convertible Senior Notes may require the Company to repurchase all or a portion of the Convertible Senior Notes for cash at a price equal to 100% of the principal amount of the Convertible Senior Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
Convertible Note Hedge and Warrant Transactions
In connection with the sale of the Convertible Senior Notes, the Company purchased a bond hedge designed to mitigate the potential dilution to shareholders from the conversion of the Convertible Senior Notes. Under the five-year term of the bond hedge, upon a conversion of the bonds the Company will receive shares of common stock equal to the shares issued under the conversion feature of the Convertible Senior Notes. The aggregate number of shares that the Company could be obligated to issue upon conversion of the Convertible Senior Notes, and that the Company would receive under the bond hedge, is equal to the number of shares underlying the Convertible Senior Notes, or approximately 17.5 million shares at January 29, 2022.
The cost of the bond hedge was partially offset by the Company’s sale of warrants to acquire approximately 17.5 million shares of the Company’s common stock. The warrants were initially exercisable at a price of at least $52.42 per share and are subject to customary adjustments upon the occurrence of certain events, such as the payment of dividends. As of January 29, 2022, the warrants were exercisable at a price of at least $48.56 per share. The difference between the initial and current exercise price is due to dividends that have been declared and paid on shares of the Company’s common stock following the issuance of the warrants.
The bond hedge and warrant transactions effectively increased the conversion price associated with the Convertible Senior Notes during the term of these transactions from 35% to 100% at their issuance, thereby reducing the dilutive economic effect to shareholders upon actual conversion. There would be dilution from the conversion of the Convertible Senior Notes to the extent that the then-market price per share of the common stock exceeds the exercise price of the warrants at the time of conversion.
The bond hedges and warrants are indexed to, and potentially settled in shares of, the Company’s common stock. The net cost of $55.8 million for the purchase of the bond hedges and sale of the warrants was recorded as a reduction to additional paid-in capital in the Consolidated Balance Sheets.
Upon their issuance in April 2020, the Company recorded a deferred tax liability of $42.7 million related to the debt discount associated with the Convertible Senior Notes and a deferred tax asset of $42.8 million related to the convertible note hedge transactions. The deferred tax liability and deferred tax asset are recorded in deferred income taxes on the Consolidated Balance Sheets.
v3.22.1
Fair Value Measurements
12 Months Ended
Jan. 29, 2022
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
ASC 820, “Fair Value Measurement and Disclosures”, outlines a valuation framework and creates a fair value hierarchy for assets and liabilities as follows:
Level 1:  Observable inputs such as quoted prices in active markets;
Level 2:  Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
Level 3:  Unobservable inputs in which there is little or no market data, which require the reporting entity to develop
its own assumptions.
Recurring
The Company records in its Consolidated Balance Sheets deferred compensation plan assets held in trust at fair value on a recurring basis using Level 1 inputs. Such assets consist of investments in various mutual funds made by eligible individuals as part of the Company’s deferred compensation plans, as discussed in Note 15–Retirement Savings Plans. As of January 29, 2022 and January 30, 2021, the fair value of the Company’s deferred compensation plans was $150.8 million and $125.7 million, respectively, as determined by quoted prices in active markets.
The Company discloses the fair value of its Senior Notes and Convertible Senior Notes using Level 2 inputs which are based on quoted prices for similar or identical instruments in inactive markets, as follows (in millions):
January 29, 2022January 30, 2021
Carrying ValueFair ValueCarrying ValueFair Value
Convertible senior notes due 2025$449.3 $2,016.3 $418.5 $1,181.5 
2032 Notes$741.7 $733.1 $— $— 
2052 Notes$739.7 $711.3 $— $— 
The carrying value of the Convertible Senior Notes exclude amounts classified within additional paid-in capital and any unamortized discounts. See Note 10–Convertible Senior Notes for additional information.
Due to the short-term nature of the following instruments, the fair values of cash and cash equivalents, accounts receivable, accounts payable and certain other liabilities approximated their carrying values at both January 29, 2022 and January 30, 2021.
Nonrecurring
Assets and liabilities recognized or disclosed at fair value on a nonrecurring basis may include property and equipment, goodwill and other intangible assets, equity and other assets. These assets are required to be assessed for impairment when events or circumstances indicate that the carrying value may not be recoverable, and at least annually for goodwill and indefinite-lived intangible assets. In the event that an impairment is required, the asset is adjusted to fair value, using Level 3 inputs.
In fiscal 2019, the Company incurred restructuring charges of $57.7 million in connection with the planned removal of hunt category merchandise from the majority of DICK’S Sporting Goods stores, which included a $28.3 million non-cash impairment charge to reduce the carrying value of a trademark associated with its hunt business to its estimated fair value, a $7.4 million non-cash impairment of store assets, a $13.1 million write-down of hunt inventory and an $8.9 million charge related to its exit from eight Field & Stream stores, which were subleased to Sportsman’s Warehouse, Inc. With the exception of the write-down of hunt inventory, which was included within cost of goods sold, the restructuring charges were included within selling, general and administrative expenses on the Consolidated Statements of Income.
v3.22.1
Stockholders' Equity
12 Months Ended
Jan. 29, 2022
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Stockholders' Equity
Common Stock, Class B Common Stock and Preferred Stock 
The Company’s Amended and Restated Certificate of Incorporation authorizes the issuance of 200,000,000 shares of common stock, par value $0.01 per share, and the issuance of 40,000,000 shares of Class B common stock, par value $0.01 per share. In addition, the Company’s Amended and Restated Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock.
Holders of common stock generally have rights identical to holders of Class B common stock, except that holders of common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share. A related party, relatives of the related party and their trusts hold all outstanding Class B common stock, which can only be held by members of this group. Class B common shares are not publicly tradable. Each share of Class B common stock can be converted at any time into one share of common stock at the holder’s option.
Dividends per Common Share 
On August 19, 2021, the Company’s Board of Directors authorized and declared a special dividend in the amount of $5.50 per share (the “Special Dividend”) on the Company's Common Stock and Class B Common Stock, which was paid on September 24, 2021 to stockholders of record at the close of business on September 10, 2021. Including the Special Dividend, the Company declared and paid aggregate cash dividends of $7.10, $1.25 and $1.10 per share of common stock and Class B common stock during fiscal 2021, 2020 and 2019, respectively, which resulted in cash payments for dividends of $603.0 million, $107.4 million and $98.3 million, respectively.
Treasury Stock 
As of January 30, 2021, the Company had approximately $1.031 billion collectively remaining under two five-year $1.0 billion share repurchase programs originally authorized by its Board of Directors on March 16, 2016 and June 12, 2019, respectively. Both the 2016 and 2019 programs were exhausted in fiscal 2021. On December 16, 2021, the Company’s Board of Directors authorized an additional five-year share repurchase program of up to $2.0 billion of its common stock, which the Company may suspend or discontinue at any time.
Total shares repurchased and amounts paid (inclusive of $31.7 million of cash settlements made in the first week of fiscal 2022) under the Company’s current and prior authorizations during the last three fiscal years are presented below (in thousands):
 
Fiscal Year
 
202120202019
Shares of common stock repurchased10,78811,052
Treasury stock acquired during the fiscal year$1,176,366 $— $402,240 

As of January 29, 2022, the Company had $1.855 billion remaining under the December 2021 authorization.
v3.22.1
Income Taxes
12 Months Ended
Jan. 29, 2022
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
Provision for Income Taxes
The components of the provision for income taxes are as follows for the fiscal years presented (in thousands):
202120202019
Current:
  
Federal
$364,997 $185,197 $87,263 
State
93,119 42,537 24,139 
Total current provision458,116 227,734 111,402 
Deferred:
  
Federal
15,992 (37,376)(606)
State
459 (8,874)(554)
Total deferred provision16,451 (46,250)(1,160)
Total provision
$474,567 $181,484 $110,242 

The Company’s effective income tax rate differs from the federal statutory rate as follows for the fiscal years presented:
202120202019
Federal statutory rate
21.0 %21.0 %21.0 %
State tax, net of federal benefit
4.0 %3.6 %4.6 %
Excess tax (benefit) expense related to stock-based compensation(1.2)%0.6 %(0.1)%
Other permanent items
— %0.3 %1.5 %
Effective income tax rate
23.8 %25.5 %27.0 %
Components of deferred tax assets (liabilities) consist of the following as of the end of the fiscal years presented (in thousands):
20212020
Operating lease liabilities$683,205 $718,349 
Inventory
32,901 29,744 
Employee benefits and withholdings54,610 56,245 
Stock-based compensation
16,810 18,123 
Gift cards
16,448 16,474 
Deferred revenue currently taxable
1,398 1,948 
Other accrued expenses not currently deductible for tax purposes14,655 12,304 
Net operating loss carryforward
332 527 
Non income-based tax reserves6,089 4,107 
Capital loss carryforward
909 920 
Uncertain income tax positions511 497 
Insurance
2,194 2,486 
Convertible senior notes1,396 1,382 
Other
712 832 
Total deferred tax assets
832,170 863,938 
Operating lease assets(530,700)(553,997)
Property and equipment
(230,198)(217,204)
Inventory valuation
(23,401)(26,298)
Intangibles
(8,475)(7,880)
Prepaid expenses
(2,992)(4,338)
Other
(1,380)(2,746)
Total deferred tax liabilities
(797,146)(812,463)
Net deferred tax asset
$35,024 $51,475 
The deferred tax asset from net operating loss carryforwards of $0.3 million represents state net operating losses, which expire in 2034. The net deferred tax asset balances at January 29, 2022 and January 30, 2021 were included within long-term assets on the Consolidated Balance Sheets.
Under the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), a one-time transition tax resulted in the elimination of the excess of the amount of financial reporting basis over the tax basis in the foreign subsidiaries and subjected $66.6 million of undistributed foreign earnings to tax. No additional income taxes have been provided for any remaining undistributed foreign earnings or foreign withholdings and US state taxes not subject to the one-time transition tax, as the Company intends to permanently reinvest the earnings from foreign subsidiaries outside the United States.
Unrecognized Tax Benefits
The following table provides a reconciliation of the Company’s total balance of unrecognized tax benefits, excluding interest and penalties (in thousands):
202120202019
Beginning of fiscal year
$1,058 $2,786 $4,318 
Increases as a result of tax positions taken in a prior period
193 35 422 
Decreases as a result of tax positions taken in a prior period
— — (1,532)
Decreases as a result of settlements during the current period
(193)(1,380)(422)
Reductions as a result of a lapse of statute of limitations during the current period
— (383)— 
End of fiscal year
$1,058 $1,058 $2,786 
The balance at January 29, 2022 includes $0.8 million of unrecognized tax benefits that would impact our effective tax rate if recognized. The Company recognizes accrued interest and penalties from unrecognized tax benefits in income tax expense.
As of January 29, 2022, the Company’s total liability for uncertain tax positions, including $1.4 million for interest and penalties, was approximately $2.4 million. During fiscal 2021, 2020 and 2019, the Company recorded $0.1 million, $0.1 million and $0.3 million, respectively, for the accrual of interest and penalties in the Consolidated Statements of Income. The Company does not anticipate that changes in its unrecognized tax benefits will have a material impact on the Consolidated Statements of Income during fiscal 2022.
On March 27, 2020, the United States Congress enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which among other things, promulgated various income tax provisions, including but not limited to, modifications for net operating losses, an accelerated time frame for refunds associated with prior minimum taxes and modifications of the limitation on business interest. The CARES Act also provides for refundable employee retention tax credits for wages paid to employees who are unable to work during the COVID-19 pandemic and the deferral of the employer-paid portion of social security taxes. Through January 30, 2021, employee retention tax credits provided under the CARES Act reduced the Company’s operating expenses by approximately $17.4 million, substantially all of which related to wages and benefits the Company paid to teammates during the period of its temporary store closures earlier in the fiscal year. In addition, the Company deferred qualifying payroll and other tax payments of approximately $53.2 million in fiscal 2020 as permitted by the CARES Act, of which $26.4 million was paid in fiscal 2021, with the remainder classified within current liabilities at January 29, 2022 as it is due later in fiscal 2022.
Audits
The Company participates in the Internal Revenue Service (“IRS”) Compliance Assurance Program (“CAP”). As part of CAP, tax years are audited on a contemporaneous basis so that all or most issues are resolved prior to the filing of the tax return. The IRS has completed examinations of 2019 and all prior tax years. For tax years 2020 and 2021, the Company was accepted into the CAP Bridge phase during which it is not the intent of the IRS to examine the tax return. Acceptance into the Bridge phase is based on a taxpayers low risk of noncompliance and having few, if any, material issues. The Company is no longer subject to examination in any of its major state jurisdictions for years prior to 2017.
v3.22.1
Stock-Based Compensation
12 Months Ended
Jan. 29, 2022
Share-based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
The Company has the ability to grant restricted shares of common stock, restricted stock units and options to purchase common stock under the 2012 Plan, under which 8,726,638 shares of common stock were available for the future issuance of awards at the end of fiscal 2021. The following table provides total stock-based compensation recognized in the Consolidated Statements of Income for the fiscal years presented (in thousands):
202120202019
Stock option expense
$5,338 $6,186 $6,286 
Restricted stock expense
47,462 43,991 37,207 
Total stock-based compensation expense$52,800 $50,177 $43,493 
Total related tax benefit
$9,927 $10,443 $9,620 
Stock Options
Historically, the Company has granted stock options to certain team members, which vested 25% per year over four years and had a seven-year contractual life. When options are exercised, the Company issues new shares of common stock.
The fair value of stock options is measured on their grant date and is recognized as expense, net of estimated forfeitures, on a straight-line basis over the requisite service period using the Black-Scholes option valuation model. The following weighted-average assumptions were used in the Black-Scholes option valuation model for awards granted in the fiscal years presented:
 
Employee Stock Option Plans

202120202019
Exercise price$72.40$17.80$38.58
Expected term (years) 
4.805.565.39
Expected volatility47.97 %41.31 %35.75 %
Risk-free interest rate 
0.73%
0.78%
2.05%
Expected dividend yield
2.00%
6.27%
2.77%
Grant date fair value$25.20$3.70$10.59
The risk free interest rate is determined by using the U.S. Treasury constant maturity interest rates whose term is consistent with the expected life of the option, which 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. The expected dividend yield and volatility are based on historical stock prices and dividend amounts over past time periods equal in length to the expected life of the options. The Company applies an estimated forfeiture rate that is calculated based on historical activity. The assumptions used to calculate an option’s fair value are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience.
As discussed in Note 12–Stockholder’s Equity, the Company’s Board of Directors authorized and declared a Special Dividend during fiscal 2021. As required under the anti-dilution provisions of the 2012 Plan, adjustments were made to outstanding awards to prevent dilution of their value resulting from the special cash dividend. Accordingly, these adjustments did not result in incremental stock-based compensation expense. Option information at January 29, 2022 in the following tables reflect exercise prices on a post-Special Dividend basis.
Fiscal 2021 stock option activity is presented in the following table:
Shares Subject to OptionsWeighted Average Exercise Price per ShareWeighted Average Remaining Contractual Life (Years)Aggregate Intrinsic Value (in millions)
Outstanding, January 30, 20214,352,896 $29.28 4.96$164.2 
Granted1,488 72.40 
Exercised(657,234)40.09 
Forfeited / Expired(22,378)19.53 
Outstanding, January 29, 20223,674,772 $21.78 4.21$335.9 
Exercisable, January 29, 20221,480,866 $30.46 3.18$122.5 
Vested or expected to vest, January 29, 20223,514,737 $22.03 4.17$320.4 

At January 29, 2022, unrecognized compensation expense related to outstanding stock options that have not yet vested was approximately $6.1 million, net of estimated forfeitures. Compensation expense related to these options is expected to be recognized over a weighted average period of approximately 1.9 years.
The following table presents stock option information for the last three fiscal years (in millions):
202120202019
Total intrinsic value of stock options exercised$37.1 $8.3 $1.0 
Income tax benefit (expense) from the exercise of stock options$6.8 $(0.6)$(0.2)
Total fair value of stock options vested$6.3 $6.1 $7.0 
Restricted Stock
The Company issues shares of restricted stock to eligible employees, which are subject to forfeiture until the end of the applicable vesting period. Restricted stock awards generally vest on the third anniversary of the date of grant, subject to the employee’s continuing employment as of that date.
Restricted stock activity, including performance-based restricted stock, for fiscal 2021 is presented in the following table:
SharesWeighted Average Grant Date Fair ValueIntrinsic Value (in millions)
Nonvested, January 30, 20214,893,732 $26.54 $327.9 
Granted716,402 92.74 
Released from restrictions(1,151,177)33.63 
Forfeited(224,550)26.96 
Nonvested, January 29, 20224,234,407 $35.79 $479.3 
From time-to-time, the Company issues grants of performance-based restricted stock in support of strategic initiatives under the 2012 Plan. In fiscal 2019 and 2020, the Company issued such a grant of 782,931 shares, of which 645,111 shares remain outstanding at January 29, 2022. These shares reflect maximum attainment of the performance measures and are scheduled to vest in April 2022, subject to the employees’ continuing employment on the vesting date.
In fiscal 2021, the Company granted an additional 249,855 shares of performance-based restricted stock, of which 247,961 shares remain outstanding at January 29, 2022 and assumes maximum attainment of the performance measures. These shares are scheduled to vest in April 2024, subject to the employees’ continuing employment on the vesting date.
As of January 29, 2022, total unrecognized compensation expense, net of estimated forfeitures, from nonvested shares of restricted stock was approximately $58.5 million, which the Company expects to recognize over a weighted average period of approximately 1.1 years.
v3.22.1
Retirement Savings Plans
12 Months Ended
Jan. 29, 2022
Retirement Benefits [Abstract]  
Retirement Savings Plans Retirement Savings PlansThrough December 31, 2021, the Company’s retirement savings plan, established pursuant to Section 401(k) of the Internal Revenue Code, covered regular status full-time hourly and salaried employees and part-time employees after one month of employment with the Company. Employees must be 21 years of age to participate. Under the terms of the retirement savings plan, the Company made an annual discretionary matching contribution equal to a percentage of each participant’s contribution, which vested over a period of three years, up to 10% of the participant’s compensation. The Company’s discretionary matching contribution percentage was typically 50%; however, for the years ended January 29, 2022 and January 30, 2021 the discretionary matching contribution was 75%. Effective January 1, 2022, the Company added a Safe Harbor 401(k) plan that replaced its prior 401(k) plan and was made available to all active employees over the age of 18. The Company matching contributions under the Safe Harbor 401(k) plan vest immediately and are equal to 100% of each eligible participant’s tax-deferred contributions up to 4% of the participant’s compensation plus 50% of the eligible participant’s tax-deferred contributions for the next 2% of compensation. Total employer contributions recorded under the plans, net of forfeitures, were $24.1 million, $17.1 million and $10.0 million in fiscal 2021, 2020 and 2019, respectively. The Company also has non-qualified deferred compensation plans for highly compensated employees whose contributions are limited under qualified defined contribution plans. Amounts contributed and deferred under the deferred compensation plans are credited or charged with the performance of investment options offered under the plans and elected by the participants. In the event of bankruptcy, the assets of these plans are available to satisfy the claims of general creditors. The liability for compensation deferred under the Company’s plans was $150.8 million and $125.7 million as of January 29, 2022 and January 30, 2021, respectively, and is included within long-term liabilities on the Consolidated Balance Sheets. Total employer contributions recorded under these plans, net of forfeitures, was $6.2 million, $5.8 million and $3.2 million in fiscal 2021, 2020 and 2019, respectively.
v3.22.1
Subsequent Event
12 Months Ended
Jan. 29, 2022
Subsequent Events [Abstract]  
Subsequent Event Subsequent EventOn March 7, 2022, the Company’s Board of Directors declared a quarterly cash dividend in the amount of $0.4875 per share on the Company’s common stock and Class B common stock payable on March 25, 2022 to stockholders of record as of the close of business on March 18, 2022.
v3.22.1
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
12 Months Ended
Jan. 29, 2022
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]  
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
Balance at Beginning of PeriodCharged to Costs and ExpensesDeductionsBalance at End of Period
Fiscal 2019     
Inventory reserve$44,040 $27,152  $(13,367)$57,825 
Allowance for credit losses2,963 4,413  (4,416)2,960 
Reserve for sales returns10,575 499,597 (497,050)13,122 
Fiscal 2020     
Inventory reserve$57,825 $32,047  $(54,317)$35,555 
Allowance for credit losses2,960 4,313  (4,612)2,661 
Reserve for sales returns13,122 508,622 (507,276)14,468 
Fiscal 2021     
Inventory reserve$35,555 $4,421  $(14,410)$25,566 
Allowance for credit losses2,661 4,298 
 
(3,752)3,207 
Reserve for sales returns14,468 591,723 (589,784)16,407 
v3.22.1
Basis of Presentation and Summary of Significant Accounting Policies (Policies)
12 Months Ended
Jan. 29, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Fiscal Year
Fiscal Year
The Company’s fiscal year ends on the Saturday closest to the end of January. Unless otherwise stated, references to years in this report relate to fiscal years, rather than to calendar years. Fiscal years 2021, 2020 and 2019 ended on January 29, 2022, January 30, 2021 and February 1, 2020, respectively. All fiscal years presented include 52 weeks of operations.
Principles of Consolidation
Principles of Consolidation
The Consolidated Financial Statements include DICK’S Sporting Goods, Inc. and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates in the Preparation of Financial Statements
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents / Cash Management
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand and all highly liquid instruments purchased with a maturity of three months or less at the date of purchase. Cash and cash equivalents are stated at fair value, which approximates cost.
Cash Management
The Company’s cash management system provides for the reimbursement of all major bank disbursement accounts on a daily basis. Accounts payable at January 29, 2022 and January 30, 2021 include $96.6 million and $111.2 million, respectively, of checks drawn in excess of cash balances not yet presented for payment.
Accounts Receivable Accounts Receivable Accounts receivable primarily consist of amounts due from vendors and landlords. The Company’s allowance for credit losses totaled $3.2 million and $2.7 million at January 29, 2022 and January 30, 2021, respectively.
Inventories
Inventories
Inventories are stated at the lower of weighted average cost and net realizable value. Inventory costs consist of the direct cost of merchandise including freight. Inventories are net of shrinkage, obsolescence, other valuation accounts and vendor allowances totaling $86.1 million and $101.3 million at January 29, 2022 and January 30, 2021, respectively.
Property and Equipment
Property and Equipment
Property and equipment are recorded at cost and include finance leases. Renewals and betterments are capitalized. Repairs and maintenance are expensed as incurred.
Depreciation is computed using the straight-line method over the following estimated useful lives:
Buildings
40 years
Leasehold improvements
10-25 years
Furniture, fixtures and equipment
3-7 years
Computer software
3-10 years
For leasehold improvements and property and equipment under finance lease agreements, depreciation is calculated using the straight-line method over the shorter of the estimated useful lives of the assets or the lease term. Leasehold improvements made after lease commencement are depreciated over the shorter of their estimated useful lives or the remaining lease term, including renewal periods, if reasonably assured. The Company recognized depreciation expense of $315.7 million, $317.5 million and $307.2 million, in fiscal 2021, 2020 and 2019, respectively.
Impairment of Long-Lived Assets Impairment of Long-Lived Assets The Company evaluates its long-lived assets and assesses whether the carrying values have been impaired whenever events and circumstances indicate that the carrying values of these assets may not be recoverable based on estimated undiscounted future cash flows. An impairment loss is recognized when the estimated undiscounted cash flows expected to result from the use of the asset plus eventual net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When an impairment loss is recognized, the carrying amount of the asset is reduced to its estimated fair value as determined based on quoted market prices or through the use of other valuation techniques. The related impairment expense is recorded within selling, general and administrative expenses on the Consolidated Statements of Income.
Goodwill
Goodwill
Goodwill represents the excess of acquisition cost over the fair value of the net assets of acquired entities. The Company assesses the carrying value of goodwill annually or whenever circumstances indicate that a decline in value may have occurred.
The Company’s goodwill impairment test compares the fair value of each reporting unit to its carrying value. The Company determines the fair value of its reporting units using a combination of the income approach, by using a discounted cash flow model, and a market value approach. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not impaired. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, an impairment charge to selling, general and administrative expenses is recorded to reduce the carrying value to the fair value. A reporting unit is the operating segment, or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by management.
Intangible Assets
Intangible Assets
Intangible assets consist of both indefinite-lived and finite-lived assets. The majority of the Company’s intangible assets are indefinite-lived, consisting primarily of trademarks and acquired trade names, which the Company tests annually for impairment, or whenever circumstances indicate that a decline in value may have occurred, using Level 3 inputs. The Company estimates the fair value of these intangible assets based on an income approach using the relief-from-royalty method.
The Company’s finite-lived intangible assets consist primarily of customer lists and other acquisition-related assets. Finite-lived intangible assets are amortized over their estimated useful economic lives and are reviewed for impairment when factors indicate that an impairment may have occurred. The Company recognizes an impairment charge when the estimated fair value of the intangible asset is less than its carrying value.
Self-Insurance
Self-Insurance
The Company is self-insured for certain losses related to health, workers' compensation and general liability insurance, although we maintain stop-loss coverage with third-party insurers to limit our liability exposure. Liabilities associated with these losses are estimated in part by considering historical claims experience, industry factors, severity factors and other actuarial assumptions.
Pre-opening Expenses
Pre-opening Expenses
Pre-opening expenses, which consist primarily of rent, marketing, payroll and recruiting costs, are expensed as incurred. Rent is recognized within pre-opening expense from the date the Company takes possession of a site through the date of store opening.
Earnings Per Common Share
Earnings Per Common Share
Basic earnings per common share is computed based on the weighted average number of shares of common stock outstanding for a given period.
Diluted earnings per common share is computed based on the weighted average number of shares of common stock outstanding for a period, plus the effect of dilutive potential common shares outstanding using the treasury stock method. Dilutive potential common shares include shares the Company could be obligated to issue related to its stock-based awards, such as stock options, restricted stock and restricted stock units, and its Convertible Senior Notes and warrants (see Note 10–Convertible Senior Notes for further discussion).
Stock-Based Compensation
Stock-Based Compensation
The Company has the ability to grant teammates a number of different stock-based awards, including restricted shares of common stock, restricted stock units and stock options to purchase common stock, under the DICK’S Sporting Goods, Inc. Amended and Restated 2012 Stock and Incentive Plan (the “2012 Plan”). The Company records stock-based compensation expense based on the fair value of stock awards at the grant date and recognizes the expense over the employees’ service periods.
Income Taxes
Income Taxes
The Company utilizes the asset and liability method of accounting for income taxes and provides deferred income taxes for temporary differences between the amounts reported for assets and liabilities for financial statement purposes and for income tax reporting purposes, using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the relevant taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Consolidated Financial Statements from such a position are measured based on the largest benefit that will more likely than not be realized upon ultimate settlement. Interest and penalties from income tax matters are recognized in income tax expense.
Revenue Recognition
Revenue Recognition
Sales Transactions
Revenue is recognized upon satisfaction of all contractual performance obligations and transfer of control to the customer and is measured as the amount of consideration to which the Company expects to be entitled to in exchange for corresponding goods or services. Substantially all of the Company’s sales are single performance obligation arrangements for retail sale transactions for which the transaction price is equivalent to the stated price of the product or service, net of any stated discounts applicable at a point in time. Each sales transaction results in an implicit contract with the customer to deliver a product or service at the point of sale. Revenue from retail sales is recognized at the point of sale. Sales tax amounts collected from customers that are assessed by a governmental authority are excluded from revenue.
Revenue from eCommerce sales, including vendor-direct sales arrangements, is recognized upon shipment of merchandise. Shipping and handling activities occurring subsequent to the transfer of control to the customer are accounted for as fulfillment costs rather than as a promised service. A provision for anticipated merchandise returns is provided through a reduction of sales and cost of goods sold in the period that the related sales are recorded.
Deferred Revenue
Revenue from gift cards and returned merchandise credits (collectively the “cards”) is deferred and recognized upon their redemption. Income from unredeemed cards is recognized on the Consolidated Statements of Income within net sales in proportion to the pattern of rights exercised by the customer in future periods. The Company performs an evaluation of historical redemption patterns from the date of original issuance to estimate future period redemption activity. During the fiscal years ended January 29, 2022 and January 30, 2021, the Company recognized $19.5 million and $18.3 million of gift card breakage revenue, respectively, and experienced approximately $87.2 million and $74.7 million of gift card redemptions in fiscal 2021 and fiscal 2020, respectively, that had been included in its gift card liability as of January 30, 2021 and February 1, 2020, respectively. Based on the Company’s historical experience, the majority of gift card revenue is recognized within 12 months of deferral. The cards have no expiration date.
Loyalty program points are accrued at the estimated retail value per point, net of estimated breakage. The Company estimates the breakage of loyalty points based on historical redemption rates experienced within the loyalty program. Based on the Company’s customer loyalty program policies, the majority of program points earned are redeemed or expire within 12 months.
See Note 6–Deferred Revenue and Other Liabilities for additional information regarding the amount of these liabilities at January 29, 2022 and January 30, 2021.
Net sales by category
The following table disaggregates the amount of net sales attributable to hardlines, apparel and footwear for the last three fiscal years (in millions):
 
Fiscal Year
202120202019
Hardlines (1)
$5,407.9 $4,428.5 $3,695.2 
Apparel
4,131.2 3,180.2 3,109.0 
Footwear
2,562.8 1,834.3 1,811.4 
Other (2)
191.5 141.0 135.1 
Total net sales$12,293.4 $9,584.0 $8,750.7 
(1)Includes items such as sporting goods equipment, fitness equipment, golf equipment and hunting and fishing gear.
(2)Includes the Company’s non-merchandise sales categories, including in-store services, shipping revenues, software subscription revenues and credit card processing revenues.
Cost of Goods Sold
Cost of Goods Sold
Cost of goods sold includes: the cost of merchandise (inclusive of vendor allowances, inventory shrinkage and inventory write-downs for the lower of cost or net realizable value); freight; distribution; shipping; and store occupancy costs. The Company defines merchandise margin as net sales less the cost of merchandise sold. Store occupancy costs include rent, common area maintenance charges, real estate and other asset-based taxes, general maintenance, utilities, depreciation and certain insurance expenses.
Selling, General and Administrative Expenses
Selling, General and Administrative Expenses
Selling, general and administrative expenses include store and field support payroll and fringe benefits, advertising, bank card charges, operating costs associated with the Company’s internal eCommerce platform, information systems, marketing, legal, accounting, other store expenses and all expenses associated with operating the Company’s Customer Support Center (“CSC”).
Advertising Costs
Advertising Costs
Production costs for all forms of advertising and the costs to run the advertisements are expensed the first time the advertisement takes place. Advertising expense, net of cooperative advertising, was $410.9 million, $293.4 million and $338.7 million for fiscal 2021, 2020 and 2019, respectively.
Business Development Allowances
Business Development Allowances
Business development allowances include allowances, rebates and cooperative advertising funds received from vendors. These funds are determined for each fiscal year and the majority are based on various quantitative contract terms. Amounts expected to be received from vendors for the purchase of merchandise inventories (“vendor allowances”) are recognized as a reduction of cost of goods sold as the merchandise is sold. Amounts that represent a reimbursement of costs incurred, such as advertising (“cooperative advertising”), are recorded as a reduction to the related expense in the period that the related expense is incurred. The Company records an estimate of earned allowances based on the latest projected purchase volumes and advertising forecasts.
Segment Information
Segment Information
The Company is a specialty omni-channel retailer that offers a broad range of products in its specialty retail stores, which are primarily located in the eastern United States. Given the economic characteristics of the store formats, the similar nature of the products sold, the type of customer and method of distribution, the Company’s operating segments are aggregated within one reportable segment. Refer to Revenue Recognition within this Note for additional disclosure of net sales by merchandise category.
Construction Allowances
Construction Allowances
All of the Company’s store locations are leased. The Company may receive reimbursement from a landlord for some of the cost of the structure, subject to satisfactory fulfillment of applicable lease provisions. These reimbursements may be referred to as tenant allowances, construction allowances or landlord reimbursements (“construction allowances”). The Company’s accounting for construction allowances differs depending on whether the Company is deemed to have control of the underlying asset prior to commencement of the lease.
If the Company is not deemed to have control of the underlying asset prior to lease commencement, reimbursement from a landlord for tenant improvements is classified as a lease incentive and included as a reduction to the related operating lease asset on the Consolidated Balance Sheets. The incentive is amortized as part of operating lease expense on a straight-line basis over the term of the lease. Landlord reimbursements from these transactions are included in cash flows from operating activities as a change in deferred construction allowances.
If the Company is deemed to have control of the underlying asset prior to lease commencement, a sale and leaseback of the asset occurs when construction of the asset is complete and the lease term begins, if relevant sale-leaseback accounting criteria are met. Any gain or loss from the transaction is recorded within deferred revenue and other liabilities on the Consolidated Balance Sheets, which is amortized as rent expense on a straight-line basis over the term of the lease. The Company reports the amount of cash received for the construction allowance as construction allowance receipts within the financing activities section of its Consolidated Statements of Cash Flows when such allowances are received prior to completion of the sale-leaseback transaction. The Company reports the amount of cash received from construction allowances as proceeds from sale leaseback transactions within the investing activities section of its Consolidated Statements of Cash Flows when such amounts are received after the sale-leaseback accounting criteria have been achieved.
Leases
Leases
The Company determines whether a contract is or contains a lease at contract inception. Operating lease assets and liabilities are recognized at the lease’s commencement date based on the present value of remaining fixed lease payments over the lease term. As the rate implicit in the lease is not readily determinable in most of the Company’s leases, the Company uses its incremental borrowing rate based on the information available at a lease’s commencement date to determine the present value of lease payments. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The operating lease asset also includes any fixed lease payments made, net of lease incentives, and initial direct costs incurred.
Operating lease expense for fixed lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are generally expensed as incurred and may include certain index-based changes in rent and other non-fixed payments for services provided by the lessor. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company’s leases do not contain any material residual guarantees or material restrictive covenants.
Recently Accounting Pronouncements
Recently Adopted Accounting Pronouncements
Income Taxes
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This update simplifies the accounting for income taxes by removing certain exceptions to the general principles in Accounting Standard Codification (“ASC”) 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 during the first quarter of 2021. The adoption did not have a significant impact on the Company’s financial condition, results of operations, cash flows or disclosures.
Leases
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which required an entity to recognize lease assets and lease liabilities on the balance sheet and to disclose key information about an entity’s leasing arrangements. ASU 2016-02 was effective for annual reporting periods, and interim periods therein, beginning after December 15, 2018. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases, and ASU 2018-11, Leases (Topic 842), Targeted Improvements, which affected certain aspects of the previously issued guidance. Amendments included an additional transition option that allowed entities to apply the new standard on the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings, as well as a new practical expedient for lessors.
On February 3, 2019, the Company adopted ASU 2016-02 and all related amendments using the optional transition method and elected the package of practical expedients permitted under the transition guidance within the new standard. Such election allowed the Company to not reassess whether any expired or existing contracts are or contain leases, not to reassess the lease classification for any expired or existing leases, and not to reassess initial direct costs for any existing leases. The Company also elected the practical expedient related to land easements. The Company did not elect the practical expedient of hindsight when determining the lease term of existing contracts at the effective date.
The Company has lease agreements with non-lease components that relate to the lease components and elected the practical expedient to account for non-lease components, and the lease components to which they relate, as a single lease component for all classes of underlying assets. The Company also elected to keep short-term leases with an initial term of 12 months or less off the Consolidated Balance Sheet.
Adoption of these standards did not materially affect the Company’s consolidated net income or cash flows, but resulted in the recognition of $2.5 billion of lease assets and $3.1 billion of lease liabilities as of February 3, 2019. In connection with the adoption, pre-existing liabilities for deferred rent and various lease incentives were reclassified as a component of the lease assets. Accordingly, the Company recorded an $8.0 million adjustment to opening retained earnings in fiscal 2019, primarily resulting from the impairment of lease assets recognized at adoption.
Recently Issued Accounting Pronouncements
Reference Rate Reform
In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The update provides optional guidance for a limited period of time to ease potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as the London Interbank Offered Rate (“LIBOR”). The amendments in this ASU can be applied anytime between the first quarter of fiscal 2020 and the fourth quarter of fiscal 2022 and apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The Company’s primary association with LIBOR was through interest rates applicable to loans under the former revolving credit facility, which was terminated in January 2022 and replaced with a new revolving credit facility that uses an adjusted secured overnight financing rate (“SOFR”). See Note 8–Revolving Credit Facility for additional details. Accordingly, the impact of Topic 848 on the Company's financial statements and related disclosures is not expected to be significant.
Convertible Instruments
In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40),” which removes the separation models for convertible debt with cash conversion or beneficial conversion features. ASU 2020-06 also requires the application of the if-converted method for calculating earnings per diluted share, as the treasury stock method will no longer be permitted for convertible instruments.
The Company adopted ASU 2020-06 as of the first day of fiscal 2022 using the modified retrospective approach, which will result in the following adjustments to the Consolidated Balance Sheet (in millions):
Last Day of Fiscal 2021Adoption of ASU 2020-06First Day of Fiscal 2022
Balance sheet line item
Convertible Senior Notes due 2025$449.3 $114.0 $563.3 
Net deferred tax assets$35.0 $(29.3)$5.7 
Additional paid-in capital$1,488.8 $(119.0)$1,369.8 
Retained earnings$3,956.6 $34.2 $3,990.8 
After adopting ASU 2020-06, the Company’s Convertible Senior Notes due 2025 (the “Convertible Senior Notes”) will be reflected entirely as a liability since the embedded conversion feature will no longer be separately presented within stockholders’ equity, eliminating the non-cash debt discount. Accordingly, the Company expects that fiscal 2022 earnings will not include $27.4 million of pre-tax non-cash interest expense that was incurred in fiscal 2021, decreasing the effective interest rate on the Convertible Senior Notes from 11.6% to 3.9%.
Despite the Company’s intention to settle the principal amount of the Convertible Senior Notes in cash, the application of the if-converted method requires earnings per diluted share to reflect the assumed share conversion of the Convertible Senior Notes, which was 17.5 million dilutive shares as of January 29, 2022. The Company does not expect the adoption of ASU 2020-06 to have a material impact on its earnings per diluted share.
v3.22.1
Basis of Presentation and Summary of Significant Accounting Policies (Tables)
12 Months Ended
Jan. 29, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of estimated useful lives Depreciation is computed using the straight-line method over the following estimated useful lives:
Buildings
40 years
Leasehold improvements
10-25 years
Furniture, fixtures and equipment
3-7 years
Computer software
3-10 years
Schedule of net sales attributable to hardlines, apparel and footwear
The following table disaggregates the amount of net sales attributable to hardlines, apparel and footwear for the last three fiscal years (in millions):
 
Fiscal Year
202120202019
Hardlines (1)
$5,407.9 $4,428.5 $3,695.2 
Apparel
4,131.2 3,180.2 3,109.0 
Footwear
2,562.8 1,834.3 1,811.4 
Other (2)
191.5 141.0 135.1 
Total net sales$12,293.4 $9,584.0 $8,750.7 
(1)Includes items such as sporting goods equipment, fitness equipment, golf equipment and hunting and fishing gear.
(2)Includes the Company’s non-merchandise sales categories, including in-store services, shipping revenues, software subscription revenues and credit card processing revenues.
v3.22.1
Earnings Per Common Share (Tables)
12 Months Ended
Jan. 29, 2022
Earnings Per Share [Abstract]  
Schedule of the computations for basic and diluted earnings per common share The computations for basic and diluted earnings per common share were as follows for the fiscal years presented below (in thousands, except per share data):
 
202120202019
Net income$1,519,871 $530,251 $297,462 
Weighted average common shares outstanding - basic83,183 84,258 87,502 
Dilutive effect of stock-based awards6,503 4,185 1,564 
Dilutive effect of Convertible Senior Notes11,332 3,460 — 
Dilutive effect of warrants8,560 736 — 
Weighted average common shares outstanding - diluted109,578 92,639 89,066 
Earnings per common share - basic$18.27 $6.29 $3.40 
Earnings per common share - diluted$13.87 $5.72 $3.34 
Stock-based awards excluded from diluted shares42 1,688 2,990 
v3.22.1
Property and Equipment (Tables)
12 Months Ended
Jan. 29, 2022
Property, Plant and Equipment [Abstract]  
Schedule of the components of property and equipment
Property and equipment are recorded at cost and consist of the following as of the end of the fiscal years presented below (in thousands):
20212020
Buildings and land
$332,207 $328,417 
Leasehold improvements
1,846,630 1,729,239 
Furniture, fixtures and equipment
1,246,138 1,158,691 
Computer software
508,870 460,004 
Total property and equipment
3,933,845 3,676,351 
Less: accumulated depreciation and amortization
(2,614,164)(2,376,086)
Net property and equipment
$1,319,681 $1,300,265 
v3.22.1
Goodwill and Other Intangible Assets (Tables)
12 Months Ended
Jan. 29, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of components of intangible assets
The components of intangible assets were as follows as of the end of the fiscal years presented below (in thousands):
 
20212020
 
Gross AmountAccumulated AmortizationGross AmountAccumulated Amortization
Trademarks (indefinite-lived)
$61,315 $— $61,315 $— 
Trade names (indefinite-lived)
15,660 — 15,660 — 
Customer lists
18,195 (14,032)18,195 (11,604)
Acquired technology and other finite-lived intangible assets
12,016 (12,016)12,016 (10,773)
Other indefinite-lived intangible assets
5,629 — 5,242 — 
Total intangible assets
$112,815 $(26,048)$112,428 $(22,377)
Schedule of annual estimated amortization expense of finite-lived intangible assets
The Company expects to recognize amortization expense on existing finite-lived intangible assets as follows (in thousands):
Fiscal Year
Estimated Amortization Expense
2022$2,428 
20231,544 
2024191 
   Total
$4,163 
v3.22.1
Accrued Expenses (Tables)
12 Months Ended
Jan. 29, 2022
Accrued Liabilities, Current [Abstract]  
Schedule of accrued expenses Accrued expenses consist of the following as of the end of the fiscal years presented below (in thousands):
20212020
Payroll, withholdings and benefits$297,409 $270,895 
Real estate taxes, utilities and other occupancy costs88,860 78,836 
Property and equipment35,903 26,981 
Treasury stock31,733 — 
Sales tax30,540 30,175 
Other 135,698 111,247 
Total accrued expenses$620,143 $518,134 
v3.22.1
Deferred Revenue and Other Liabilities (Tables)
12 Months Ended
Jan. 29, 2022
Deferred Credits and Other Liabilities [Abstract]  
Schedule of deferred revenue and other liabilities Deferred revenue and other liabilities consist of the following as of the end of the fiscal years presented below (in thousands):
20212020
Current:
  
Deferred gift card revenue
$209,763 $173,786 
Customer loyalty program
46,071 41,600 
Other
61,599 44,918 
Total current deferred revenue and other liabilities
$317,433 $260,304 
Long-term:
  
Deferred compensation$150,825 $125,696 
Other
46,709 59,630 
Total other long-term liabilities
$197,534 $185,326 
v3.22.1
Leases (Tables)
12 Months Ended
Jan. 29, 2022
Leases [Abstract]  
Components of lease cost The components of lease cost for the following fiscal years presented below were as follows (in thousands):
202120202019
Operating lease cost$574,929 $584,392 $590,381 
Short-term lease cost14,588 10,625 7,579 
Variable lease cost114,664 119,007 119,452 
Sublease income(11,571)(10,798)(5,135)
Total lease cost$692,610 $703,226 $712,277 
Other information related to operating leases
Supplemental cash flow information related to operating leases for the following fiscal years are presented below (in thousands):
202120202019
Cash paid for amounts included in the measurement of operating lease liabilities$679,289 $620,529 $655,679 
Non-cash operating lease assets and liabilities obtained in exchange for new or modified leases$368,515 $299,619 $244,153 
Supplemental balance sheet information related to operating leases were as follows:
January 29,
2022
January 30,
2021
Weighted average remaining lease term for operating leases6.09 years6.40 years
Weighted average discount rate for operating leases5.82 %6.44 %
Schedule of future maturities of operating lease liabilities determined under Topic 842 Future maturities of operating lease liabilities were as follows as of January 29, 2022 (in thousands):
Fiscal Year
2022$667,879 
2023593,898 
2024499,459 
2025402,644 
2026314,492 
Thereafter575,587 
Total future undiscounted lease payments3,053,959 
Less: imputed interest(474,495)
      Total reported lease liability$2,579,464 
v3.22.1
Senior Notes (Table)
12 Months Ended
Jan. 29, 2022
Senior Notes [Abstract]  
Summary of the principal, unamortized debt discount and issuance costs, and net carrying value of the Senior Notes
The carrying values of the Senior Notes were as follows at January 29, 2022 (in millions):
2032 Notes2052 NotesTotal
Principal$750.0 $750.0 $1,500.0 
Discounts and issuance costs(8.3)(10.3)(18.6)
Carrying amount$741.7 $739.7 $1,481.4 
v3.22.1
Convertible Senior Notes (Table)
12 Months Ended
Jan. 29, 2022
Convertible Senior Notes [Abstract]  
Summary of the principal, unamortized debt discount including debt issuance costs, and net carrying value of the liability component of the Convertible Senior Notes
A summary of the composition of the net carrying values of the liability and equity components of the Convertible Senior Notes as of the end of the following fiscal years is presented below (in millions):
20212020
Principal$575.0 $575.0 
Debt discount(125.7)(156.5)
Carrying amount$449.3 $418.5 
Equity component (*)
$160.7 $160.7 
(*) Presented within additional paid-in capital on the Consolidated Balance Sheets.
v3.22.1
Fair Value Measurements (Tables)
12 Months Ended
Jan. 29, 2022
Fair Value Disclosures [Abstract]  
Schedule of carrying values and estimated fair values of debt instruments
The Company discloses the fair value of its Senior Notes and Convertible Senior Notes using Level 2 inputs which are based on quoted prices for similar or identical instruments in inactive markets, as follows (in millions):
January 29, 2022January 30, 2021
Carrying ValueFair ValueCarrying ValueFair Value
Convertible senior notes due 2025$449.3 $2,016.3 $418.5 $1,181.5 
2032 Notes$741.7 $733.1 $— $— 
2052 Notes$739.7 $711.3 $— $— 
v3.22.1
Stockholders' Equity (Tables)
12 Months Ended
Jan. 29, 2022
Stockholders' Equity Note [Abstract]  
Schedule of common stock repurchased Total shares repurchased and amounts paid (inclusive of $31.7 million of cash settlements made in the first week of fiscal 2022) under the Company’s current and prior authorizations during the last three fiscal years are presented below (in thousands):
 
Fiscal Year
 
202120202019
Shares of common stock repurchased10,78811,052
Treasury stock acquired during the fiscal year$1,176,366 $— $402,240 
v3.22.1
Income Taxes (Tables)
12 Months Ended
Jan. 29, 2022
Income Tax Disclosure [Abstract]  
Schedule of components of the provision for income taxes The components of the provision for income taxes are as follows for the fiscal years presented (in thousands):
202120202019
Current:
  
Federal
$364,997 $185,197 $87,263 
State
93,119 42,537 24,139 
Total current provision458,116 227,734 111,402 
Deferred:
  
Federal
15,992 (37,376)(606)
State
459 (8,874)(554)
Total deferred provision16,451 (46,250)(1,160)
Total provision
$474,567 $181,484 $110,242 
Reconciliation of the federal statutory income tax rate to the effective income tax rate
The Company’s effective income tax rate differs from the federal statutory rate as follows for the fiscal years presented:
202120202019
Federal statutory rate
21.0 %21.0 %21.0 %
State tax, net of federal benefit
4.0 %3.6 %4.6 %
Excess tax (benefit) expense related to stock-based compensation(1.2)%0.6 %(0.1)%
Other permanent items
— %0.3 %1.5 %
Effective income tax rate
23.8 %25.5 %27.0 %
Schedule of the components of deferred tax assets (liabilities) Components of deferred tax assets (liabilities) consist of the following as of the end of the fiscal years presented (in thousands):
20212020
Operating lease liabilities$683,205 $718,349 
Inventory
32,901 29,744 
Employee benefits and withholdings54,610 56,245 
Stock-based compensation
16,810 18,123 
Gift cards
16,448 16,474 
Deferred revenue currently taxable
1,398 1,948 
Other accrued expenses not currently deductible for tax purposes14,655 12,304 
Net operating loss carryforward
332 527 
Non income-based tax reserves6,089 4,107 
Capital loss carryforward
909 920 
Uncertain income tax positions511 497 
Insurance
2,194 2,486 
Convertible senior notes1,396 1,382 
Other
712 832 
Total deferred tax assets
832,170 863,938 
Operating lease assets(530,700)(553,997)
Property and equipment
(230,198)(217,204)
Inventory valuation
(23,401)(26,298)
Intangibles
(8,475)(7,880)
Prepaid expenses
(2,992)(4,338)
Other
(1,380)(2,746)
Total deferred tax liabilities
(797,146)(812,463)
Net deferred tax asset
$35,024 $51,475 
Schedule of reconciliation of the Company's total unrecognized tax benefits balances, excluding interest and penalties The following table provides a reconciliation of the Company’s total balance of unrecognized tax benefits, excluding interest and penalties (in thousands):
202120202019
Beginning of fiscal year
$1,058 $2,786 $4,318 
Increases as a result of tax positions taken in a prior period
193 35 422 
Decreases as a result of tax positions taken in a prior period
— — (1,532)
Decreases as a result of settlements during the current period
(193)(1,380)(422)
Reductions as a result of a lapse of statute of limitations during the current period
— (383)— 
End of fiscal year
$1,058 $1,058 $2,786 
v3.22.1
Stock-Based Compensation (Tables)
12 Months Ended
Jan. 29, 2022
Share-based Payment Arrangement [Abstract]  
Schedule of stock-based compensation The following table provides total stock-based compensation recognized in the Consolidated Statements of Income for the fiscal years presented (in thousands):
202120202019
Stock option expense
$5,338 $6,186 $6,286 
Restricted stock expense
47,462 43,991 37,207 
Total stock-based compensation expense$52,800 $50,177 $43,493 
Total related tax benefit
$9,927 $10,443 $9,620 
Schedule of assumptions used to estimate the fair value of stock-based awards to employees The following weighted-average assumptions were used in the Black-Scholes option valuation model for awards granted in the fiscal years presented:
 
Employee Stock Option Plans

202120202019
Exercise price$72.40$17.80$38.58
Expected term (years) 
4.805.565.39
Expected volatility47.97 %41.31 %35.75 %
Risk-free interest rate 
0.73%
0.78%
2.05%
Expected dividend yield
2.00%
6.27%
2.77%
Grant date fair value$25.20$3.70$10.59
Schedule of stock option activity Fiscal 2021 stock option activity is presented in the following table:
Shares Subject to OptionsWeighted Average Exercise Price per ShareWeighted Average Remaining Contractual Life (Years)Aggregate Intrinsic Value (in millions)
Outstanding, January 30, 20214,352,896 $29.28 4.96$164.2 
Granted1,488 72.40 
Exercised(657,234)40.09 
Forfeited / Expired(22,378)19.53 
Outstanding, January 29, 20223,674,772 $21.78 4.21$335.9 
Exercisable, January 29, 20221,480,866 $30.46 3.18$122.5 
Vested or expected to vest, January 29, 20223,514,737 $22.03 4.17$320.4 
The following table presents stock option information for the last three fiscal years (in millions):
202120202019
Total intrinsic value of stock options exercised$37.1 $8.3 $1.0 
Income tax benefit (expense) from the exercise of stock options$6.8 $(0.6)$(0.2)
Total fair value of stock options vested$6.3 $6.1 $7.0 
Schedule of nonvested restricted stock activity
Restricted stock activity, including performance-based restricted stock, for fiscal 2021 is presented in the following table:
SharesWeighted Average Grant Date Fair ValueIntrinsic Value (in millions)
Nonvested, January 30, 20214,893,732 $26.54 $327.9 
Granted716,402 92.74 
Released from restrictions(1,151,177)33.63 
Forfeited(224,550)26.96 
Nonvested, January 29, 20224,234,407 $35.79 $479.3 
v3.22.1
Basis of Presentation and Summary of Significant Accounting Policies (Details)
$ in Millions
12 Months Ended
Jan. 29, 2022
USD ($)
segment
store
Jan. 30, 2021
USD ($)
segment
Feb. 01, 2020
USD ($)
segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]      
Number of DICK'S Sporting Goods stores | store 730    
Cash and Cash Equivalents / Cash Management      
Checks drawn in excess of cash balances not yet presented for payment $ 96.6 $ 111.2  
Accounts Receivable      
Allowance for credit losses 3.2 2.7  
Inventories      
Inventory valuation and vendor allowances 86.1 101.3  
Advertising Costs      
Advertising expense net of cooperative advertising $ 410.9 $ 293.4 $ 338.7
Operating Segment Information      
Number of reportable segments | segment 1 1 1
v3.22.1
Basis of Presentation and Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2022
Jan. 30, 2021
Feb. 01, 2020
Property and Equipment      
Depreciation expense $ 315.7 $ 317.5 $ 307.2
Buildings      
Property and Equipment      
Estimated useful life 40 years    
Leasehold improvements | Minimum      
Property and Equipment      
Estimated useful life 10 years    
Leasehold improvements | Maximum      
Property and Equipment      
Estimated useful life 25 years    
Furniture, fixtures and equipment | Minimum      
Property and Equipment      
Estimated useful life 3 years    
Furniture, fixtures and equipment | Maximum      
Property and Equipment      
Estimated useful life 7 years    
Computer software | Minimum      
Property and Equipment      
Estimated useful life 3 years    
Computer software | Maximum      
Property and Equipment      
Estimated useful life 10 years    
v3.22.1
Basis of Presentation and Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($)
$ in Thousands
12 Months Ended
Jan. 29, 2022
Jan. 30, 2021
Feb. 01, 2020
Revenue Recognition      
Total net sales $ 12,293,368 $ 9,584,019 $ 8,750,743
Gift card breakage revenue      
Revenue Recognition      
Revenue recognized from contract liability at beginning of period 19,500 18,300  
Gift card redemption revenue      
Revenue Recognition      
Revenue recognized from contract liability at beginning of period $ 87,200 74,700  
Gift card redemption revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-02-02      
Revenue Recognition      
Expected timing of performance obligation satisfaction 12 months    
Customer loyalty redemption revenue | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-02-02      
Revenue Recognition      
Expected timing of performance obligation satisfaction 12 months    
Hardlines      
Revenue Recognition      
Total net sales $ 5,407,900 4,428,500 3,695,200
Apparel      
Revenue Recognition      
Total net sales 4,131,200 3,180,200 3,109,000
Footwear      
Revenue Recognition      
Total net sales 2,562,800 1,834,300 1,811,400
Other      
Revenue Recognition      
Total net sales $ 191,500 $ 141,000 $ 135,100
v3.22.1
Basis of Presentation and Summary of Significant Accounting Policies - New Accounting Pronouncements or Change in Accounting Principle (Details) - USD ($)
$ in Thousands, shares in Millions
12 Months Ended
Jan. 29, 2022
Jan. 30, 2021
Feb. 01, 2020
Feb. 03, 2019
Feb. 02, 2019
New Accounting Pronouncements or Change in Accounting Principle          
Operating lease assets $ 2,044,819 $ 2,149,913      
Operating lease liabilities 2,579,464        
Cumulative effect of new accounting principle in period of adoption (2,101,586) (2,339,534) $ (1,731,598)   $ (1,904,161)
Convertible senior notes 449,287 418,493      
Net deferred tax assets 35,024 51,475      
Additional paid-in capital 1,488,834 1,442,298      
Retained earnings 3,956,602 $ 3,064,702      
Accounting Standards Update 2020-06          
New Accounting Pronouncements or Change in Accounting Principle          
Pre-tax non-cash interest expense excluded from earnings $ 27,400        
Interest rate, effective percentage 11.60%        
Debt conversion, if converted, number of dilutive shares 17.5        
Accounting Standards Update 2016-02          
New Accounting Pronouncements or Change in Accounting Principle          
Operating lease assets       $ 2,500,000  
Operating lease liabilities       3,100,000  
Cumulative Effect, Period of Adoption, Adjustment          
New Accounting Pronouncements or Change in Accounting Principle          
Cumulative effect of new accounting principle in period of adoption     $ 7,953    
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06          
New Accounting Pronouncements or Change in Accounting Principle          
Convertible senior notes $ 114,000        
Net deferred tax assets (29,300)        
Additional paid-in capital (119,000)        
Retained earnings 34,200        
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-02          
New Accounting Pronouncements or Change in Accounting Principle          
Cumulative effect of new accounting principle in period of adoption       $ 8,000  
Cumulative Effect, Period of Adoption, Adjusted Balance | Accounting Standards Update 2020-06          
New Accounting Pronouncements or Change in Accounting Principle          
Convertible senior notes 563,300        
Net deferred tax assets 5,700        
Additional paid-in capital 1,369,800        
Retained earnings $ 3,990,800        
Interest rate, effective percentage 3.90%        
v3.22.1
Earnings Per Common Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
12 Months Ended
Jan. 29, 2022
Jan. 30, 2021
Feb. 01, 2020
Earnings Per Share [Abstract]      
Net income $ 1,519,871 $ 530,251 $ 297,462
Weighted average common shares outstanding - basic (in shares) 83,183 84,258 87,502
Dilutive effect of stock-based awards (in shares) 6,503 4,185 1,564
Dilutive effect of Convertible Senior Notes (in shares) 11,332 3,460 0
Dilutive effect of warrants (in shares) 8,560 736 0
Weighted average common shares outstanding - diluted (in shares) 109,578 92,639 89,066
Earnings per common share (in dollars per share) - basic $ 18.27 $ 6.29 $ 3.40
Earnings per common share (in dollars per share) - diluted $ 13.87 $ 5.72 $ 3.34
Share-based Payment Arrangement      
Stock-based awards excluded from diluted shares      
Stock-based awards excluded from diluted shares (in shares) 42 1,688 2,990
Bond Hedge      
Stock-based awards excluded from diluted shares      
Stock-based awards excluded from diluted shares (in shares) 11,300 3,500  
v3.22.1
Property and Equipment (Details) - USD ($)
$ in Thousands
Jan. 29, 2022
Jan. 30, 2021
Property and Equipment    
Total property and equipment $ 3,933,845 $ 3,676,351
Less: accumulated depreciation and amortization (2,614,164) (2,376,086)
Net property and equipment 1,319,681 1,300,265
Buildings and land    
Property and Equipment    
Total property and equipment 332,207 328,417
Leasehold improvements    
Property and Equipment    
Total property and equipment 1,846,630 1,729,239
Furniture, fixtures and equipment    
Property and Equipment    
Total property and equipment 1,246,138 1,158,691
Computer software    
Property and Equipment    
Total property and equipment 508,870 460,004
Construction in progress    
Property and Equipment    
Total property and equipment $ 39,800 $ 69,200
v3.22.1
Goodwill and Other Intangible Assets - Goodwill (Details)
12 Months Ended
Jan. 29, 2022
USD ($)
Jan. 30, 2021
USD ($)
Feb. 01, 2020
USD ($)
subsidiary
Goodwill and Intangible Assets Disclosure [Abstract]      
Goodwill, balance at end of year $ 245,857,000 $ 245,857,000  
Accumulated impairment 111,300,000 111,300,000  
Goodwill impairment charges 0 0 $ 0
Number of subsidiaries sold by the Company | subsidiary     2
Proceeds from sale of subsidiaries, net of cash sold 0 0 $ 40,387,000
Gain on sale of subsidiaries $ 0 $ 0 33,779,000
Goodwill disposed of in connection with the sale of subsidiaries     4,600,000
Intangible assets disposed of in connection with the sale of subsidiaries     $ 2,100,000
v3.22.1
Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($)
$ in Thousands
Jan. 29, 2022
Jan. 30, 2021
Components of intangible assets    
Indefinite-lived intangible assets $ 82,600 $ 82,200
Accumulated amortization (26,048) (22,377)
Total intangible assets 112,815 112,428
Finite-lived intangible assets 4,163 7,800
Trademarks    
Components of intangible assets    
Indefinite-lived intangible assets 61,315 61,315
Trade names    
Components of intangible assets    
Indefinite-lived intangible assets 15,660 15,660
Customer lists    
Components of intangible assets    
Gross amount - Finite-lived intangible assets 18,195 18,195
Accumulated amortization (14,032) (11,604)
Acquired technology and other finite-lived intangible assets    
Components of intangible assets    
Gross amount - Finite-lived intangible assets 12,016 12,016
Accumulated amortization (12,016) (10,773)
Other indefinite-lived intangible assets    
Components of intangible assets    
Indefinite-lived intangible assets $ 5,629 $ 5,242
v3.22.1
Goodwill and Other Intangible Assets - Amortization Expense (Details) - USD ($)
$ in Thousands
12 Months Ended
Jan. 29, 2022
Jan. 30, 2021
Feb. 01, 2020
Goodwill and Intangible Assets Disclosure [Abstract]      
Amortization expense of finite-lived intangible assets $ 3,700 $ 4,300 $ 5,300
Estimated Amortization Expense      
2022 2,428    
2023 1,544    
2024 191    
Total $ 4,163 $ 7,800  
v3.22.1
Accrued Expenses (Details) - USD ($)
$ in Thousands
Jan. 29, 2022
Jan. 30, 2021
Accrued Liabilities, Current [Abstract]    
Payroll, withholdings and benefits $ 297,409 $ 270,895
Real estate taxes, utilities and other occupancy costs 88,860 78,836
Property and equipment 35,903 26,981
Treasury stock 31,733 0
Sales tax 30,540 30,175
Other 135,698 111,247
Total accrued expenses $ 620,143 $ 518,134
v3.22.1
Deferred Revenue and Other Liabilities (Details) - USD ($)
$ in Thousands
Jan. 29, 2022
Jan. 30, 2021
Current:    
Other $ 61,599 $ 44,918
Deferred revenue and other liabilities 317,433 260,304
Long-term:    
Deferred compensation 150,825 125,696
Other 46,709 59,630
Total other long-term liabilities 197,534 185,326
Deferred gift card revenue    
Current:    
Customer contract liabilities 209,763 173,786
Customer loyalty program    
Current:    
Customer contract liabilities $ 46,071 $ 41,600
v3.22.1
Leases (Details)
Jan. 29, 2022
DistributionCenter
Leases  
Number of distribution centers leased 3
Additional renewal period 5 years
Minimum  
Leases  
Initial tenure of operating leases 10 years
Maximum  
Leases  
Initial tenure of operating leases 15 years
v3.22.1
Leases - Components of lease cost (Details) - USD ($)
$ in Thousands
12 Months Ended
Jan. 29, 2022
Jan. 30, 2021
Feb. 01, 2020
Lease, Cost [Abstract]      
Operating lease cost $ 574,929 $ 584,392 $ 590,381
Short-term lease cost 14,588 10,625 7,579
Variable lease cost 114,664 119,007 119,452
Sublease income (11,571) (10,798) (5,135)
Total lease cost $ 692,610 $ 703,226 $ 712,277
v3.22.1
Leases - Other information related to operating leases (Details) - USD ($)
$ in Thousands
12 Months Ended
Jan. 29, 2022
Jan. 30, 2021
Feb. 01, 2020
Leases [Abstract]      
Cash paid for amounts included in the measurement of operating lease liabilities $ 679,289 $ 620,529 $ 655,679
Non-cash operating lease assets and liabilities obtained in exchange for new or modified leases $ 368,515 $ 299,619 $ 244,153
Weighted average remaining lease term for operating leases 6 years 1 month 2 days 6 years 4 months 24 days  
Weighted average discount rate for operating leases 5.82% 6.44%  
v3.22.1
Leases - Future maturities of operating lease liabilities (Details)
$ in Thousands
Jan. 29, 2022
USD ($)
Future maturities of operating lease liabilities  
2022 $ 667,879
2023 593,898
2024 499,459
2025 402,644
2026 314,492
Thereafter 575,587
Total future undiscounted lease payments 3,053,959
Less: imputed interest (474,495)
Total reported lease liability 2,579,464
Future lease payments for operating leases that have not yet commenced 39,000
Total future minimum rentals under non-cancellable subleases $ 62,000
v3.22.1
Revolving Credit Facility (Details) - USD ($)
12 Months Ended
Jan. 14, 2022
Jan. 29, 2022
Jan. 30, 2021
Mar. 27, 2020
Revolving Credit Facility        
Revolving credit borrowings   $ 0 $ 0  
Revolving Credit Facility        
Revolving Credit Facility        
Credit Facility previous borrowing capacity       $ 1,855,000,000
Credit Facility borrowing capacity $ 1,600,000,000      
Credit Facility borrowing capacity extension $ 500,000,000      
Unused commitment fee (as a percent)   0.11%    
Revolving credit borrowings   $ 0 $ 0  
Remaining borrowing capacity   1,580,000,000    
Revolving Credit Facility | Alternate base rate        
Revolving Credit Facility        
Interest rate margin (as a percent) 0.125%      
Revolving Credit Facility | Adjusted SOFR rate        
Revolving Credit Facility        
Interest rate margin (as a percent) 1.125%      
Letters of credit        
Revolving Credit Facility        
Letters of credit maximum $ 75,000,000      
Letters of credit outstanding   $ 16,100,000    
v3.22.1
Senior Notes - Narrative (Details) - USD ($)
$ in Thousands
12 Months Ended
Jan. 29, 2022
Jan. 30, 2021
Feb. 01, 2020
Jan. 14, 2022
Senior Notes        
Proceeds from senior notes, net of debt discount $ 1,496,671 $ 0 $ 0  
Senior Notes        
Senior Notes        
Principal 1,500,000      
Proceeds from senior notes, net of debt discount 1,500,000      
Debt issuance costs $ 15,300      
Redemption price, percentage 100.00%      
Change in control triggering event, redemption price percent 101.00%      
2032 Senior Notes | Senior Notes        
Senior Notes        
Principal $ 750,000     $ 750,000
Interest rate, stated percentage       3.15%
Interest rate, effective percentage 3.28%      
2052 Senior Notes | Senior Notes        
Senior Notes        
Principal $ 750,000     $ 750,000
Interest rate, stated percentage       4.10%
Interest rate, effective percentage 4.18%      
v3.22.1
Senior Notes - Summary of carrying values of the Senior Notes (Details) - USD ($)
$ in Thousands
Jan. 29, 2022
Jan. 14, 2022
Jan. 30, 2021
Senior Notes      
Carrying amount $ 1,481,443   $ 0
Senior Notes      
Senior Notes      
Principal 1,500,000    
Discounts and issuance costs (18,600)    
Carrying amount 1,481,400    
Senior Notes | 2032 Senior Notes      
Senior Notes      
Principal 750,000 $ 750,000  
Discounts and issuance costs (8,300)    
Carrying amount 741,700    
Senior Notes | 2052 Senior Notes      
Senior Notes      
Principal 750,000 $ 750,000  
Discounts and issuance costs (10,300)    
Carrying amount $ 739,700    
v3.22.1
Convertible Senior Notes (Details)
12 Months Ended
Jan. 29, 2022
USD ($)
$ / shares
Rate
Apr. 17, 2020
USD ($)
item
day
$ / shares
Rate
Jan. 29, 2022
USD ($)
day
$ / shares
Jan. 30, 2021
USD ($)
Feb. 01, 2020
USD ($)
Convertible Senior Notes          
Convertible senior notes $ 449,287,000   $ 449,287,000 $ 418,493,000  
Amortization of convertible notes discount and issuance costs     30,794,000 21,581,000 $ 0
Convertible Senior Notes due 2025          
Convertible Senior Notes          
Principal $ 575,000,000.0 $ 575,000,000 $ 575,000,000.0 575,000,000.0  
Interest rate, stated percentage   3.25%      
Over allotment option   $ 75,000,000      
Proceeds from debt, net of issuance costs   557,600,000      
Debt issuance costs   $ 17,400,000      
Conversion ratio | Rate 3050.68% 2826.18%      
Convertible principal amount   $ 1,000      
Conversion price (in dollars per share) | $ / shares $ 32.78 $ 35.38 $ 32.78    
Closing price of the Company's common stock at the end of fiscal 2020 (in dollars per share) | $ / shares $ 113.19   $ 113.19    
If-converted value in excess of principal amount     $ 1,400,000,000    
Convertible senior notes $ 449,300,000 $ 396,900,000 449,300,000 418,500,000  
Equity component   $ 160,700,000      
Interest rate, effective percentage   11.60%      
Amortization and interest expense, Convertible Senior Notes     49,500,000 36,400,000  
Amortization of convertible notes discount and issuance costs     $ 30,800,000 $ 21,600,000  
Threshold trading days | item   20      
Threshold consecutive trading days | item   30      
Conversion percentage of stock price trigger   130.00%      
Consecutive business days, following measurement period | day   5      
Measurement period | day     5    
Conversion percentage trigger based on measurement period   0.98      
Debt Instrument, Convertible, Fundamental Change Prior to Maturity, Repurchase Price, Percent   100.00%      
v3.22.1
Convertible Senior Notes - Summary of the Composition of net carrying values of the liability and equity components of the Convertible Senior Notes (Details) - USD ($)
Jan. 29, 2022
Jan. 30, 2021
Apr. 17, 2020
Convertible Senior Notes      
Carrying amount $ 449,287,000 $ 418,493,000  
Convertible Senior Notes due 2025      
Convertible Senior Notes      
Principal 575,000,000.0 575,000,000.0 $ 575,000,000
Debt discount (125,700,000) (156,500,000)  
Carrying amount 449,300,000 418,500,000 $ 396,900,000
Convertible Senior Notes due 2025 | Additional Paid-In Capital      
Convertible Senior Notes      
Equity component $ 160,700,000 $ 160,700,000  
v3.22.1
Convertible Senior Notes - Convertible Note Hedge and Warrant Transactions (Details) - Convertible Note Hedge and Warrant Transactions - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
Apr. 17, 2020
Jan. 29, 2022
Convertible Senior Notes    
Debt instrument, term 5 years  
Number of securities called by warrants or rights (in shares)   17.5
Exercise price of warrants or rights (in dollars per share) $ 52.42 $ 48.56
Convertible, conversion price percentage - note hedge 35.00%  
Convertible, conversion price percentage - warrants 100.00%  
Deferred tax liability in connection with debt discount $ 42.7  
Deferred tax assets in connection with convertible note hedge transactions 42.8  
Additional Paid-In Capital    
Convertible Senior Notes    
Bond hedges and sale of warrants, net $ 55.8  
v3.22.1
Fair Value Measurements - Narrative (Details)
$ in Thousands
12 Months Ended
Jan. 29, 2022
USD ($)
Jan. 30, 2021
USD ($)
Feb. 01, 2020
USD ($)
store
Fair Value Measurements      
Hunt removal charges     $ 57,700
Impairment of a trademark $ 0 $ 0 28,296
Non-cash impairments of store assets in connection with hunt removal     7,400
Inventory write-down in connection with hunt removal     13,100
Charges related to exit of Field & Stream stores     $ 8,900
Number of Field & Stream stores subleased to Sportsman's Warehouse | store     8
Level 1      
Fair Value Measurements      
Deferred compensation plan assets held in trust $ 150,800 $ 125,700  
v3.22.1
Fair Value Measurements - Schedule of Carrying and Estimated Fair Value (Details) - USD ($)
$ in Thousands
Jan. 29, 2022
Jan. 30, 2021
Carrying Value    
Convertible senior notes due 2025 $ 449,287 $ 418,493
Senior notes 1,481,443 0
Fair Value, Recurring | Convertible Senior Notes, Due 2025    
Carrying Value    
Convertible senior notes due 2025 449,300 418,500
Fair Value, Recurring | Convertible Senior Notes, Due 2025 | Level 2    
Fair Value    
Convertible senior notes due 2025 2,016,300 1,181,500
Fair Value, Recurring | 2032 Senior Notes    
Carrying Value    
Senior notes 741,700 0
Fair Value, Recurring | 2032 Senior Notes | Level 2    
Fair Value    
Senior Notes 733,100 0
Fair Value, Recurring | 2052 Senior Notes    
Carrying Value    
Senior notes 739,700 0
Fair Value, Recurring | 2052 Senior Notes | Level 2    
Fair Value    
Senior Notes $ 711,300 $ 0
v3.22.1
Stockholders' Equity (Details)
$ / shares in Units, $ in Thousands
12 Months Ended
Jan. 29, 2022
USD ($)
item
$ / shares
shares
Jan. 30, 2021
USD ($)
item
$ / shares
shares
Feb. 01, 2020
USD ($)
$ / shares
Preferred stock, authorized shares | shares 5,000,000 5,000,000  
Dividends per Common Share      
Cash dividends paid to stockholders | $ $ 602,964 $ 107,404 $ 98,312
Common Stock      
Common stock, authorized shares | shares 200,000,000 200,000,000  
Common stock, par value (in dollars per share) $ 0.01 $ 0.01  
Voting rights per common share | item 1 1  
Dividends per Common Share      
Cash dividends paid (in dollars per share) $ 7.10 $ 1.25 $ 1.10
Special dividend (in dollars per share) $ 5.50    
Class B Common Stock      
Common stock, authorized shares | shares 40,000,000 40,000,000  
Common stock, par value (in dollars per share) $ 0.01 $ 0.01  
Voting rights per common share | item 10 10  
Number of shares of common stock to be received for each share of Class B common stock converted | shares 1 1  
Dividends per Common Share      
Cash dividends paid (in dollars per share) $ 7.10 $ 1.25 $ 1.10
Special dividend (in dollars per share) $ 5.50    
v3.22.1
Stockholders' Equity - Treasury Stock (Details)
$ in Thousands
12 Months Ended
Dec. 16, 2021
USD ($)
Jun. 12, 2019
USD ($)
Mar. 16, 2016
USD ($)
Jan. 29, 2022
USD ($)
shares
Jan. 30, 2021
USD ($)
authorizedRepurchaseProgram
shares
Feb. 01, 2020
USD ($)
shares
Treasury Stock [Abstract]            
Shares of common stock repurchased | shares       10,788,000 0 11,052,000
Cash paid for treasury stock       $ 1,176,366 $ 0 $ 402,240
Period over which shares may be purchased under share repurchase program (in years) 5 years 5 years 5 years      
Authorized aggregate repurchases of common stock $ 2,000,000 $ 1,000,000 $ 1,000,000      
Repurchase of common stock, remaining authorization       1,855,000 1,031,000  
Share repurchases that settled in cash subsequent to fiscal year-end       $ 31,733 $ 0 $ 0
Number of authorized stock repurchase programs | authorizedRepurchaseProgram         2  
v3.22.1
Income Taxes - Components of the Provision for Income Taxes (Details) - USD ($)
$ in Thousands
12 Months Ended
Jan. 29, 2022
Jan. 30, 2021
Feb. 01, 2020
Current:      
Federal $ 364,997 $ 185,197 $ 87,263
State 93,119 42,537 24,139
Total current provision 458,116 227,734 111,402
Deferred:      
Federal 15,992 (37,376) (606)
State 459 (8,874) (554)
Total deferred provision 16,451 (46,250) (1,160)
Total provision $ 474,567 $ 181,484 $ 110,242
v3.22.1
Income Taxes - Reconciliation of Effective Income Tax Rate (Details)
12 Months Ended
Jan. 29, 2022
Jan. 30, 2021
Feb. 01, 2020
Reconciliation of the federal statutory income tax rate to the effective income tax rate      
Federal statutory rate (as a percent) 21.00% 21.00% 21.00%
State tax, net of federal benefit (as a percent) 4.00% 3.60% 4.60%
Excess tax (benefit) expense related to stock-based compensation (1.20%) 0.60% (0.10%)
Other permanent items (as a percent) 0.00% 0.30% 1.50%
Effective income tax rate (as a percent) 23.80% 25.50% 27.00%
v3.22.1
Income Taxes - Components of Deferred Tax Assets / Liabilities (Details) - USD ($)
$ in Thousands
Jan. 29, 2022
Jan. 30, 2021
Deferred tax assets    
Operating lease liabilities $ 683,205 $ 718,349
Inventory 32,901 29,744
Employee benefits and withholdings 54,610 56,245
Stock-based compensation 16,810 18,123
Gift cards 16,448 16,474
Deferred revenue currently taxable 1,398 1,948
Other accrued expenses not currently deductible for tax purposes 14,655 12,304
Net operating loss carryforward 332 527
Non income-based tax reserves 6,089 4,107
Capital loss carryforward 909 920
Uncertain income tax positions 511 497
Insurance 2,194 2,486
Convertible senior notes 1,396 1,382
Other 712 832
Total deferred tax assets 832,170 863,938
Deferred tax liabilities    
Operating lease assets (530,700) (553,997)
Property and equipment (230,198) (217,204)
Inventory valuation (23,401) (26,298)
Intangibles (8,475) (7,880)
Prepaid expenses (2,992) (4,338)
Other (1,380) (2,746)
Total deferred tax liabilities (797,146) (812,463)
Net deferred tax asset $ 35,024 $ 51,475
v3.22.1
Income Taxes - Reconciliation of Unrecognized Tax Benefits, Excluding Interest and Penalties (Details) - USD ($)
$ in Thousands
12 Months Ended
Jan. 29, 2022
Jan. 30, 2021
Feb. 01, 2020
Reconciliation of the Company's total unrecognized tax benefits balances, excluding interest and penalties      
Beginning of fiscal year $ 1,058 $ 2,786 $ 4,318
Increases as a result of tax positions taken in a prior period 193 35 422
Decreases as a result of tax positions taken in a prior period 0 0 (1,532)
Decreases as a result of settlements during the current period (193) (1,380) (422)
Reductions as a result of a lapse of statute of limitations during the current period 0 (383) 0
End of fiscal year $ 1,058 $ 1,058 $ 2,786
v3.22.1
Income Taxes - Narrative (Details) - USD ($)
$ in Thousands
12 Months Ended
Jan. 29, 2022
Jan. 30, 2021
Feb. 01, 2020
Feb. 03, 2018
Income Tax Disclosure [Abstract]        
Net operating loss carryforward $ 332 $ 527    
Net deferred tax asset 35,024 51,475    
Undistributed earnings of foreign subsidiaries       $ 66,600
Unrecognized tax benefits that would impact effective tax rate if recognized 800      
Accrued interest and penalties associated with uncertain tax positions 1,400      
Total liability for uncertain tax positions, including related interest and penalties 2,400      
Accrual of interest and penalties related to uncertain tax positions 100 100 $ 300  
Employee retention tax credits   17,400    
Deferred qualified payroll and other tax payments as permitted by the CARES Act   $ 53,200    
Deferred qualifying payroll and other tax payments permitted by CARES Act paid during fiscal year $ 26,400      
v3.22.1
Stock-Based Compensation (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Jan. 29, 2022
Jan. 30, 2021
Feb. 01, 2020
Stock-based compensation expense      
Number of shares available for future issuance under the plan 8,726,638    
Total stock-based compensation expense $ 52,800 $ 50,177 $ 43,493
Total related tax benefit 9,927 10,443 9,620
Stock options      
Stock-based compensation expense      
Stock-based compensation expense $ 5,338 $ 6,186 $ 6,286
Vesting rights (as a percent) 25.00%    
Vesting period 4 years    
Expiration terms of options 7 years    
Weighted average assumptions used to estimate the fair value of stock-based awards to employees      
Exercise price (in dollars per share) $ 72.40 $ 17.80 $ 38.58
Expected term (in years) 4 years 9 months 18 days 5 years 6 months 21 days 5 years 4 months 20 days
Weighted average volatility (as a percent) 47.97% 41.31% 35.75%
Risk-free interest rate (as a percent) 0.73% 0.78% 2.05%
Expected dividend yield (as a percent) 2.00% 6.27% 2.77%
Weighted average grant date fair value (in dollars per share) $ 25.20 $ 3.70 $ 10.59
Shares Subject to Options      
Outstanding at the beginning of the period (in shares) 4,352,896    
Granted (in shares) 1,488    
Exercised (in shares) (657,234)    
Forfeited / Expired (in shares) (22,378)    
Outstanding at the end of the period (in shares) 3,674,772 4,352,896  
Exercisable at the end of the period (in shares) 1,480,866    
Vested and expected to vest at the end of the period (in shares) 3,514,737    
Weighted Average Exercise Price per Share      
Outstanding at the beginning of the period (in dollars per share) $ 29.28    
Granted (in dollars per share) 72.40    
Exercised (in dollars per share) 40.09    
Forfeited / Expired (in dollars per share) 19.53    
Outstanding at the end of the period (in dollars per share) 21.78 $ 29.28  
Exercisable at the end of the period (in dollars per share) 30.46    
Vested and expected to vest at the end of the period (in dollars per share) $ 22.03    
Weighted Average Remaining Contractual Life (in years)      
Weighted Average Remaining Contractual Life 4 years 2 months 15 days 4 years 11 months 15 days  
Exercisable at the end of the period 3 years 2 months 4 days    
Vested and expected to vest at the end of the period 4 years 2 months 1 day    
Aggregate Intrinsic Value      
Outstanding at the beginning of the period (in dollars) $ 164,200    
Outstanding at the end of the period (in dollars) 335,900 $ 164,200  
Exercisable at the end of the period (in dollars) 122,500    
Vested and expected to vest at the end of the period (in dollars) 320,400    
Additional disclosures      
Total intrinsic value of stock options exercised 37,100 8,300 $ 1,000
Income tax benefit (expense) from the exercise of stock options 6,800 (600) (200)
Total fair value of stock options vested 6,300 6,100 7,000
Unrecognized compensation expense      
Unrecognized stock-based compensation expense related to nonvested awards, net of estimated forfeitures $ 6,100    
Weighted average period over which unrecognized compensation expense is expected to be recognized 1 year 10 months 24 days    
Restricted stock      
Stock-based compensation expense      
Stock-based compensation expense $ 47,462 $ 43,991 $ 37,207
Vesting period 3 years    
Unrecognized compensation expense      
Unrecognized stock-based compensation expense related to nonvested awards, net of estimated forfeitures $ 58,500    
Weighted average period over which unrecognized compensation expense is expected to be recognized 1 year 1 month 6 days    
v3.22.1
Stock-Based Compensation - Restricted Stock (Details) - USD ($)
$ / shares in Units, $ in Millions
12 Months Ended 24 Months Ended
Jan. 29, 2022
Jan. 30, 2021
Restricted Stock    
Restricted stock activity    
Nonvested at the beginning of the period (in shares) 4,893,732  
Granted (in shares) 716,402  
Released from restrictions (in shares) (1,151,177)  
Forfeited (in shares) (224,550)  
Nonvested at the end of the period (in shares) 4,234,407 4,893,732
Weighted Average Grant Date Fair Value    
Nonvested at beginning of the period (in dollars per share) $ 26.54  
Granted (in dollars per share) 92.74  
Released from restrictions (in dollars per share) 33.63  
Forfeited (in dollars per share) 26.96  
Nonvested at the end of the period (in dollars per share) $ 35.79 $ 26.54
Intrinsic value of nonvested restricted stock $ 479.3 $ 327.9
Unrecognized compensation expense    
Unrecognized stock-based compensation expense related to nonvested awards, net of estimated forfeitures $ 58.5  
Weighted average period over which unrecognized compensation expense is expected to be recognized 1 year 1 month 6 days  
Performance Shares 2019 Plan    
Restricted stock activity    
Granted (in shares)   782,931
Nonvested at the end of the period (in shares) 645,111  
Performance Shares 2021 Plan    
Restricted stock activity    
Granted (in shares) 249,855  
Nonvested at the end of the period (in shares) 247,961  
v3.22.1
Retirement Savings Plans (Details)
$ in Thousands
12 Months Ended
Jan. 01, 2022
Jan. 29, 2022
USD ($)
Dec. 31, 2021
Jan. 30, 2021
USD ($)
Feb. 01, 2020
USD ($)
Defined Benefit Plan Disclosure [Line Items]          
Requisite service period   1 month      
Company's discretionary matching contribution percentage in current and prior fiscal years   0.75   0.75  
Total expense recorded under the plan, net of forfeitures   $ 24,100   $ 17,100 $ 10,000
Liability for compensation deferred under the Company's plans   150,825   125,696  
Total employer contributions recorded under the plans, net of forfeitures   $ 6,200   $ 5,800 $ 3,200
Prior retirement savings 401 (k) plan          
Defined Benefit Plan Disclosure [Line Items]          
Minimum employee age required to participate in the plan     21 years    
Vesting period of employer matching contributions     3 years    
Percentage of the participant's compensation for which a discretionary matching contribution may be made by the Company     10.00%    
Company's typical discretionary matching contribution percentage     50.00%    
Retirement savings 401 (k) Safe Harbor plan, effective January 1, 2022          
Defined Benefit Plan Disclosure [Line Items]          
Minimum employee age required to participate in the plan 18 years        
Retirement savings 401 (k) Safe Harbor plan, effective January 1, 2022 | Company's initial match on participant contributions          
Defined Benefit Plan Disclosure [Line Items]          
Percent of participant's compensation for which the Company will make a matching contribution 4.00%        
Maximum percent the Company will match of the participant's deferred contributions 100.00%        
Retirement savings 401 (k) Safe Harbor plan, effective January 1, 2022 | Company's additional match on participant contributions          
Defined Benefit Plan Disclosure [Line Items]          
Percent of participant's compensation for which the Company will make a matching contribution 2.00%        
Maximum percent the Company will match of the participant's deferred contributions 50.00%        
v3.22.1
Subsequent Event (Details) - Subsequent Event
Mar. 07, 2022
$ / shares
Common Stock  
Subsequent Event  
Dividend amount (in dollars per share) $ 0.4875
Class B Common Stock  
Subsequent Event  
Dividend amount (in dollars per share) $ 0.4875
v3.22.1
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($)
$ in Thousands
12 Months Ended
Jan. 29, 2022
Jan. 30, 2021
Feb. 01, 2020
Inventory reserve      
Valuation and qualifying accounts      
Balance at beginning of period $ 35,555 $ 57,825 $ 44,040
Charged to costs and expenses 4,421 32,047 27,152
Deductions (14,410) (54,317) (13,367)
Balance at end of period 25,566 35,555 57,825
Allowance for credit losses      
Valuation and qualifying accounts      
Balance at beginning of period 2,661 2,960 2,963
Charged to costs and expenses 4,298 4,313 4,413
Deductions (3,752) (4,612) (4,416)
Balance at end of period 3,207 2,661 2,960
Reserve for sales returns      
Valuation and qualifying accounts      
Balance at beginning of period 14,468 13,122 10,575
Charged to costs and expenses 591,723 508,622 499,597
Deductions (589,784) (507,276) (497,050)
Balance at end of period $ 16,407 $ 14,468 $ 13,122