Dick's Sporting Goods reports strong Q3 results with 5.7% comps, raising guidance amid Foot Locker acquisition challenges and strategic overhaul.

Ladies and gentlemen, thank you for standing by. My name is Krista and I will be your conference operator today. At this time I would like to welcome you to the Dick's Sporting Goods third quarter 2025 earnings conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you'd like to ask a question at that time, simply press star followed by the number one on your telephone keypad. And if you'd like to withdraw that question again, press star one. Thank you. I would now like to turn the conference over to Nate Gilch, Investor Relations, Investor Relations. Nate, please go ahead.

Good morning everyone and thank you for joining us to discuss our third quarter 2025 results. On today's call will be Ed Stack, our Executive Chairman, Lauren Hobart, our President and Chief Executive Officer, and Nadjeep Gupta, our Chief Financial Officer. A playback of today's call will be archived in our investor Relations website located at investors.dicks.com for approximately 12 months. As a reminder, we will be making forward looking statements which are subject to various risks and uncertainties that could cause our actual results to differ materially from these statements. Any such statements should be considered in conjunction with cautionary statements, our earnings release and risk factor discussions in our filings with the SEC, including our last annual report on Form 10K and our quarterly report on Form 10Q for the first fiscal quarter, as well as cautionary statements made during this call. We assume no obligation to update any of these forward looking statements or information. Please refer to our investor Relations website to find the reconciliation of our non GAAP financial measures referenced in today's call. And finally, a couple of admin items. First, a quick note on our comparable sales reporting. Foot Locker will be included in our comparable base beginning in Q4 of next year, which will mark the start of their 14th full month of operations post acquisition. As such, all reported comp sales for this quarter and for the upcoming year pertains to the Dick's business only. Second, I want to provide clarity on certain terminology we'll use throughout today's call and going forward. First, when we refer to the Dick's Business, we mean our existing Dick's Sporting Goods operations, including the Dick's Sporting Goods Golf Galaxy, Going, Going, Gone and Public Lands banners, as well as game changer earnings per diluted share. Results for the Dick's business exclude the dilutive effect of the 9.6 million shares issued as part of the FootLocker acquisition. Second, the FootLocker business refers to Our newly acquired operations, including the Foot Locker Kids, Foot Locker Champs, Sports WSS and Atmos Banners. And finally, for future scheduling purposes, we are tentatively planning to publish our fourth quarter 2025 earnings results on March 10, 2026. With that, I'll now turn the call over to Ed. Thanks, Nate. Good morning everyone. Thanks for joining us today. This is an important call. It's our first earnings call as a combined company with Foot Locker. We have a lot to share. There's a lot of detail and a lot of numbers. We want to make it clear we're doing all that our shareholders would expect us to do to make the Foot Locker business accretive in 2026. And I have to tell you, as the largest shareholder, I couldn't be more excited about the progress we're making and the opportunities ahead. As announced earlier this morning, we delivered another great quarter with comps of 5.7% for the DICs business and we continue to operate from a position of strength. Our Momentum in the DICs business remains strong as we execute against the key priorities that have fueled our success. A differentiated on trend product assortment and an industry leading omnichannel athlete experience. This is the flywheel of our success as a company and it's driving consistent growth and performance. Now I will discuss the tremendous opportunity we see with Foot Locker. Completing this acquisition on September 8th marks a bold and transformative moment for Dicks. Together. We're building a global platform that is at the intersection of sport and culture. One that we believe will redefine sports retailing. This powerful combination will allow us to serve a broader consumer base, deepen our partnerships with the world's leading sports brands and significantly expand our total addressable market. When we announced this acquisition, we knew that business was going to need work. Let me be candid. Foot Lockers strayed from retail 101 and did not execute the fundamentals post Covid. Foot Locker did not react quickly enough when its largest brand pivoted toward a direct to consumer model, leaving Foot Locker with the wrong inventory. Too much of what didn't sell and not enough of what did sell. Consequently, as we enter this transitional phase, the Foot Locker business as as expected, comp negatively with pro forma comp sales for the full third quarter declining 4.7%, including a 10.2% decline internationally. Now, after looking even deeper under the hood as the owners of Foot Locker, our conviction that we can turn this business around has only grown. We will bring our operational excellence, our supplier relationships and our merchandise expertise to return Foot Locker to its rightful place as a top player in the Specialty Athletic Channel. Today we're even more excited about the long term value we believe this acquisition will deliver to our shareholders. We're committed to investing in Foot Locker's business to return it to profitable growth. We've assembled a world class management team to lead the Foot Locker business and I'm personally excited to guide this next chapter. As previously announced, Ann Freeman, a longtime former Nike executive, is now serving as Foot Locker North America President. Ann brings deep industry expertise and leadership experience and she is supported by a high caliber team of senior leaders, a combination of key executives from Foot Locker, all of whom are well respected by the stripers, blue shirts and our brand partners, experienced leaders from Dick's and talent from other world class companies. This team was handpicked to return Foot Locker to its rightful place in our industry and we're already moving quickly in North America to build momentum. In addition, we're thrilled to have just announced that Matthew Barnes, former CEO of Aldi, will be joining our team next month as President of the Foot Locker International Business. Matthew has nearly three decades of experience in global retail and a track record of transforming brands. We look forward to working to stabilize and ultimately accelerate that business with targeted turnaround strategies to meet the evolving needs of consumers globally. There's a lot happening to position the business for the short term and build for the long term. Our first priority is clear. We need to clean out the garage of underperforming assets. This means clearing out unproductive inventory, closing underperforming stores and right sizing assets that don't align with our go forward vision for the Foot Locker business. This is the groundwork for the transformation. We began this work shortly after the closing on September 8th. We have identified an initial number of underperforming assets around the globe, including inventory that needs to be marked down and liquidated, along with a preliminary number of stores that need to be impaired or closed. We initiated certain pricing actions in late Q3 and will be more aggressive in Q4 to clean up unproductive inventory. Our intent is to get the vast majority of the inventory charges behind us by the end of the year so we can start 2026 fresh and position Foot Locker for an inflection point during the back to school season in 2026. As a result, we expect Q4 margin rates for the Foot Locker business to be down between 1,000 and 1,500 basis points with pro forma Q4 comp sales being down mid to high single digits. We believe this aggressive purging of underperforming assets is what needs to be done to return Foot Locker to its rightful position as a key leader in this industry. Navdeep will share more details in his remarks about the charges we anticipate as part of this important cleanup effort. Importantly, we've met with all of our key vendor partners and they are fully aligned with our vision and are eager to support a thriving, growing footlocker. They indicated they are committed to investing alongside us to reignite the footlocker business. We're moving with urgency and have already kicked off an 11 store pilot to begin testing changes in product in the in store presentation. It's early, but we're encouraged by what we're seeing and learning. Looking ahead, we expect back to school next year to be an inflection point as our new strategies, assortments and processes align to drive meaningful progress in the footlocker business. All supported by the work we're doing now by cleaning out the garage to position Foot Locker for future success. With these actions, we continue to expect Foot Locker to be accretive to our eps in fiscal 26, excluding one time costs. What amplifies our confidence are the talented people we found inside the footlocker business. Over the past two months, we spent time in Foot Locker stores, offices and distribution centers. Our teammates passion is real, especially among the stripers and blue shirts along with the rest of the team members. They love sneakers, they're hungry for leadership and they want to get back to playing offense. That energy is validating our excitement and building focus for what's ahead. In closing at Dick's, we've built a business that leads our industry in performance, innovation and customer loyalty. Dix has generated consistent growth and strong margins with a relentless focus on delivering shareholder value. While we're just getting started on Foot Locker's transformation, our deep expertise and our track record of growth and success fuel our conviction that we can turn this business around and we are confident that Foot Locker will re emerge as a stronger, more resilient and more dynamic business. We will do this with the same grit, vision and execution that got Dick's to where it is today. Before turning it to Lauren, I want to take a moment to thank our more than 100,000 teammates across all of our banners for their passion and commitment during this exciting chapter for our company and wish everyone a happy Thanksgiving. With that, I'll turn it over to Lauren to share more on the continued momentum across the Dick's business.

Thank you Ed and good morning Everyone we're very pleased with our strong third quarter results for the Dick's business which continue to demonstrate the strength of our operating model and our team's disciplined execution. We are entirely focused on delivering on our strategies and sustaining our strong momentum. As always, our performance is powered by our compelling omnichannel athlete experience, differentiated product assortment, best in class teammate experience and our ability to create deep engagement with the Dick's brand. Today we are raising our full year outlook for the Dick's business. This updated guidance reflects our strong Q3 results and the ongoing confidence we have in our business. Grounded in our team's execution of the four strategic pillars I just mentioned, we now expect comp sales growth of 3.5% to 4% for the year and EPS to be in the range of $14.25 to $14.55 for the Dick's business. Now moving to our third quarter results for the Dick's business, our Q3 comps increased 5.7% with growth in average ticket and transactions. These strong comps were on top of a 4.3% increase last year and a 1.9% increase in 2023 as we continue to gain market share. Our Gross margin expanded 27 basis points in line with our expectations and we delivered non GAAP EPS of $2.78 for the Dick's business, up from $2.75 in the prior year's quarter. As we continue to execute through our strategic pillars, we're seeing strong momentum across the three growth areas for the Dick's Business that we are focused on for 2025. First, we're incredibly proud of the progress we're making in repositioning our real estate and store portfolio. In Q3 we opened 13 new houses Sport locations, the most we've ever opened in a single quarter, bringing our year to date total to 16 openings. This achievement reflects the outstanding work of our team whose focus and execution made this ambitious rollout of reality. We now have 35 houses for locations nationwide, a major milestone in the growth of this transformative concept. We also opened six new Fieldhouse locations in Q3 and opened another just last week, completing our 15 planned openings for the year and bringing us to a total of 42 fieldhouse locations across the U.S. these innovative formats are delivering powerful financial results, deepening engagement with our athletes, brand partners and landlords and laying the foundation for long term profitable growth for the Dick's business. The second of our three major focus areas is driving growth across key categories. Our unparalleled access to top tier products from both national and emerging brand partners continues to fuel athlete demand and excitement, driving strong growth across the Dick's business. At the same time, our vertical brands are resonating incredibly well with our athletes, further contributing to this momentum for Q3. This growth came from having more athletes purchase from us. With more frequent purchases and more spending each trip. We feel great about the product pipeline from our brand partners and our inventory is well positioned to meet athlete demand. This holiday season. I also want to highlight our ongoing expansion into trading cards and collectibles. In partnership with fanatics, we've launched the collectors Clubhouse in 20 House of Sport locations with plans to include it in every new location going forward. These spaces feature trading cards, autograph memorabilia and more and the athlete response has exceeded our expectations. It's a unique and fast growing category that's a great complement to everything we do and we're very excited about the opportunity ahead. And our third major focus area, our multibillion dollar, highly profitable E commerce business continues to stand out as a growth driver, once again growing faster than the Dick's business. Overall, I'd like to highlight three examples of ways we're building strength and differentiation in E commerce. First, we're really leaning into our app experience, including app exclusive reservations that are establishing us as a leader in launch culture across many key catego. Second, we're continuing to invest in capabilities to deliver more personalized experiences, content, product recommendations and search results. An example of this is how we're targeting NFL fans with personalized creative messaging and product recommendations for their favorite team. Third, for the holiday season, we're making it easier than ever to find the perfect gift with a new capability for athletes to build and share their wish lists with family and friends. Lastly, as part of our broader digital strategy, we're harnessing the power of our athlete data and continue to be enthusiastic about the long term growth opportunities we see with Game Changer and the Dick's Media Network. Our Game Changer platform keeps expanding with new features, partnerships and content that enriches the whole youth sports experience experience and reinforces our leadership in the multi billion dollar youth sports tech ecosystem. Great example is our new Game Insights feature which gives coaches fast actionable takeaways after every game, further elevating the value we provide to athletes, coaches and families. We're also seeing great momentum with our Dick's Media Network which is deepening engagement with consumers and key brand partners while expanding across new ad platforms. In addition to our collection of owned and our full spectrum of off site channels, we're ramping up our in store capabilities like our interactive digital experiences and programmable spaces that are driving impactful brand activations in our House of Sport locations. In closing, we're very pleased with our strong third quarter results and remain highly confident in our long term strategies to drive sustained sales and profit growth for the Dick's business. We believe the power of our Omnichannel athlete experience and our compelling differentiated product offering will resonate with our athletes this holiday season, supported by our fantastic Holiday Brand campaign which launched a few weeks ago. I'd like to thank all of our teammates for their hard work and commitment and for their focus on delivering great experiences for our athletes throughout the season and also a warm welcome to all stripers, blue shirts and team members from the Foot Locker business. We're excited to have you as part of the Dick's family and to achieve great things together. I share Ed's excitement about how we will bring our operational excellence, our supplier relationships and our merchandise expertise to return Foot Locker to its rightful place as a top player in the Specialty Athletic Channel. With that, I'll turn it over to NAVDEEP to share more detail on our financial results and 2025 outlook. Navdeep over to you.

Thank you Lauren and good morning everyone. Before I begin my review of our third quarter results, I would like to take a moment to provide important context for Foot Locker's performance included in our consolidated financial results. As noted in this morning's release, our acquisition of footlocker closed on September 8th. As a result, our third quarter consolidated financials do not include the peak back to school selling season in August for the Foot Locker business. They reflect just eight weeks of post acquisition results in September and October, historically an unprofitable time period for the Foot Locker business. Let's now move to a brief review of our third quarter results for the consolidated company, including continued strong performance for the Decks business. Consolidated net sales increased 36.3% to $4.17 billion driven by an approximate $931 million sales contribution from a partial quarter of owning the Foot Locker business and a 5.7% comp increase for the DICS business as we continue to gain market share on a two year and a three year stock basis. Comps for the Dick's business increased 10% and 11.9% respectively. These strong comps were driven by a 4.4% increase in average ticket and a 1.3% increase in transactions. We also saw broad based strength across our three primary categories of footwear, apparel and hardlines. As Nate said, Foot Locker will be included in the comp base beginning in Q4 of next year, which is when they will commence their 14th full month of operation following the closing of the acquisition. For reference, Proforma Comp sales for the Foot locker business in Q3 in its entirety decreased 4.7% with the comparable sales in North America decreasing by 2.6% and and the comparable sales in Foot Locker international decreasing by 10.2% primarily driven by softness in Europe. Consolidated gross profit for the quarter was $1.38 billion or 33.13% of net sales, down 264 basis points from last year. For the DICS business, gross margin increased by 27 basis points and was in line with our expectations. Notably, the year over year decline in consolidated gross margin was driven entirely by the mix impact from the lower gross margin Foot Locker business. On a non GAAP basis, consolidated SG and A expenses increased 40.8% or $320.9 million to $1.11 billion and deleverage 84 basis points compared to last year's non GAAP results. $259.9 million of this consolidated increase was driven by Foot Locker business. For the Dick's business, expense dollar increased by 7.7% and deleveraged 45 basis points which was in line with our expectation and driven by strategic investments that digitally in store and in marketing to better position Dick's business over the long term. Consolidated pre opening expenses were $30.6 million, an increase of $13.8 million compared to the prior year. As Lauren mentioned, this supported the opening of 13 new house support locations in Q3. Our highest numbers opened in a single quarter to date plus another six field House locations we opened in the quarter. Consolidated non GAAP operating income was $242.2 million or 5.81% of net sales compared to $289.5 million or 9.47% of net sales last year. For the DICS business, non GAAP operating income was $288.6 million or 8.92% of net sales. This year's consolidated results included a $46.3 million operating loss in the quarter from the Foot Locker business which was primarily driven by the gross margin decline as we initiated certain pricing actions in late Q3. Importantly, since the acquisition of Foot Locker closed on September 8, these results exclude a profitable back to school season for the Foot Locker business in August and through Labor Day. For reference profama non GAAP operating income for the Foot locker business in Q3 in its entirety was approximately $6.8 million on a non GAAP basis. Other income comprised primarily of interest income was $12.7 million, down $7.8 million from prior year. This decline was from lower cash on hand and a lower interest rate environment. Consolidated non GAAP EBT was $239.9 million or 5.76% of net sales including the Foot Locker business. This compares to an EBIT of $297.1 million or 9.7% of net sales in Q3 of last year. Moving down the P and L consolidated non GAAP income tax expense was $59.4 million or a rate of 24.7%. While the income for the DICS business was taxed at a low 20% rate. The combined company was subject to a higher tax rate primarily driven by the Foot Lockers EMEA business. Their full valuation allowance remains in place. In total, we delivered a consolidated non GAAP earnings per diluted share of $2.07 for the quarter. These results included non GAAP earnings per diluted share of $2.78 for the Dick's business based on a share count of 81.2 million which excludes the dilutive effect of the shares issued in connection with the acquisition of Foot Locker. This is up from the earnings per diluted share of $2.75 last year. The DICS business results were partially offset by the effects of the partial quarter contribution from the Foot Locker business which include a $0.52 negative impact from Foot Locker operations including the gross margin decline as well as the higher tax rate. A 19 cent negative impact from the increased share count which was up 5.9 million grow rated for the eight weeks of the Foot Locker ownership. On a GAAP basis, our earnings for diluted shares were $0.86. This includes the non cash gains from our non operating investment in Foot Locker stock as well as $141.9 million of pre tax Foot Locker acquisition related costs. For additional details on this you can refer to the non GAAP reconciliation table of our press release that we issued this morning. Now turning to our balance sheet, we ended Q3 with approximately $821 million of cash and cash equivalents and no borrowings on our $2 billion unsecured credit facility. A quarter end inventory levels increased 51% compared to Q3 of last year. Excluding the Foot Locker business. Inventory levels for Dick's business increased 2% compared to Q3 of last year. We believe the inventory in Dick's business is well positioned to continue fueling our sales momentum. For reference, on a pro forma basis, inventory levels for the footlocker business increased approximately 5% as compared to the same period last year. And as I'd mentioned, the work is underway to clear out the unproductive inventory at the Foot Locker business. Turning to our third quarter capital allocation, net capital expenditures were $218 million, which included $201 million for the decks business and $17 million for the footlocker business. We also paid $109 million in quarterly dividends. Before I move to our outlook, I want to address a few key expectations surrounding the Foot Locker acquisition. First, as Ed discussed, our immediate priority is to clean out the garage of unproductive assets as we look to optimize the inventory, assortment and store portfolio of the footlocker business. We expect these actions, along with other merger and integration costs to result in a future pre tax charge of between 500 million and $750 million. Importantly, these future pre tax charges are excluded from today's outlook. Second, we remain confident in achieving the previously announced $100 to $125 million in cost synergies over the medium term, primarily from procurement and direct sourcing efficiencies. Third, as Ed said, we continue to expect the acquisition to be accretive to eps in fiscal 2026 excluding one time cost. Now moving to our outlook for 2025 today we are providing an updated outlook that is specific to DIC's business and does not include the Foot Locker business which we will address separately. We are taking this approach to ensure comparability of our performance across the quarters and and to provide ongoing visibility into the Dex business. This outlook also excludes the investment gains as well as the merger and integration costs related to the Foot Locker acquisition. As Lauren said, we are raising our expectation for Comm sales and EPS for the Dick's business. Our updated guidance reflects our strong Q3 performance and includes the expected impact from all tariffs currently in effect. This outlook balances our confidence in the outcomes we are driving through our strategic initiatives and our operational strength against the ongoing dynamic macroeconomic environment. We now expect full year comparable sales growth for the DICS business in the range of 3.5% to 4% compared to our prior growth expectation of 2% to 3.5%. Total sales for the DICS business are expected to be in the range of 13.95 billion to $14 billion compared to our prior expectation of 13.75 billion to $13.95 billion driven by the quality of our assortment, we continue to expect to drive gross margin expansion for the full year. We anticipate this expansion will be offset by SGA Deleverage as we are making strategic investments digitally in store and in marketing to better position ourselves over the long term. We still expect operating margins to be approximately 11.1% at the midpoint. At the high end of the expectations, we continue to expect to drive approximately 10 basis points of operating margin expansion. We now expect EPS for Dick's business in the range of $14.25 to $14.55 compared to our prior expectation of $13.90 to $14.50. Our earnings guidance for Dick's Business is based on approximately 81 million average diluted shares outstanding and excludes the dilutive impact of the 9.6 million shares issued in connection with the acquisition. This outlook for Dick's business also assumes an effective tax rate of approximately 24% compared to our prior expectation of approximately 25%. We continue to expect net capital expenditures of approximately $1 billion for the full year for the DICS business. Turning now to the footlocker business, we want to provide some perspective on our expectations for the fourth quarter. As Ed discussed, our priority is to position Foot Locker for a Fresh Start in 2026 and reset the business for long term success. This includes taking strategic actions to address unproductive assets, including the optimization of inventory and the closure of underperforming stores. As a result of our actions to optimize Foot Locker's inventory, we expect Q4 gross margins for Foot Locker business will be down between thousand to fifteen hundred basis points as compared to Foot Locker's reported results in the same period last year. With the pro forma comparable sales being down mid to high single digits. Excluding the one time cost associated with our actions to address unproductive assets, we expect Q4 operating income for the footlocker business to be slightly negative. Looking ahead, we expect next year's back to school season to be an inflection point to drive meaningful progress in the footlocker business. As a reminder, we continue to expect the Foot Locker acquisition to be accretive to our eps in fiscal 2026 excluding the one time cost. Before we wrap up, I want to provide a couple of consolidated company assumptions to provide clarity for your models. For the fourth quarter, we expect approximately 91 million average diluted shares outstanding, which includes the dilutive impact of the 9.6 million shares issued in connection with the Foot Locker acquisition. We also anticipate a consolidated company effective tax rate of approximately 29% for Q4 impacted by the expected Foot Locker losses in EMEA where no corresponding tax benefit is anticipated. As Ed and Lauren said at the top of the call, we are proud that we continue to operate from a position of strength with robust momentum in DICs business and a significant effort underway to return the footlocker business to growth. We are doing all that our shareholder would expect to make the Foot Locker business accretive in 2026. We could not be more excited about our future together. This concludes our prepared remarks. Thank you for your interest in Dick's Sporting Goods Operator. You may now open the line for questions.

Thank you. We will now begin the question and answer session. If you would like to ask a question, please press start on your telephone keypad to raise your hand and join the queue. And if you'd like to withdraw that question again, press Star one. And as a reminder, please limit yourself to one question in one follow up. For any additional questions, please re queue and your first question comes from the line of Robbie Olms with Bank of America. Please go ahead.

Good morning. Hi Ed and Lauren. My first question is I know we're going to be talking a lot about Foot Locker today, but on the Dick's business, you know, looked like a really, really great quarter, comps up 5.7% etc. And you raised guidance but you know, just how are you driving that and how are you guys thinking about your confidence going into holiday here?

Thanks Robbie. We are so proud of the team for 5.7% comp and importantly we are comping strong comp. So to your stack of 10% and as you know, it's been several quarters, seven quarters in a row actually where we've had an over 4% comp. That really speaks to the fact that our long term strategies are working. And I would point to the differentiated product assortment that we've been able to bring in. Everything from newness, from our strategic partners to emerging brands, our vertical brands, consumers, athletes are really resonating with the products that we are providing. And at the same time our entire team is fully focused on delivering an engaging athlete experience. And that's in our stores, that's our digital environment. We are really focused on excelling and getting people the product that will give them the confidence, the excitement to do their absolute best. So our strategies are working. If you look at Q3, one of the great things we saw was that we had growth across all of our key categories and when you think of back to school, you think of back to sport. You think of footwear and apparel and team sports. We knocked it out of the park with those categories, but also golf, and as well as our licensed business and our trading card business really doing well. So as I flip to holiday, all of those themes are the reasons why we are so excited and confident as we look to Q4 and that we just raised our guidance. We've got an incredible product assortment for athletes. The consumer is fully focused on sport, and we are right sitting at the middle of the intersection of sport and culture. And we've got great gifts across our entire portfolio. So we're really pleased going into Q4.

That's really helpful. And then just my follow up just on Footlocker, you know, what, what kind of assumptions did you make about, you know, Footlocker's cleanup of inventory in the fourth quarter, having on Dick's Sporting Goods? And also, how many stores are you guys planning, planning to close and what would the timing be there?

Thanks, Robbie. As we take a look at store closings, we're still addressing that. We've got some stores that we think we're going to close. We're also looking to address just the upside that we think we have in these stores and how many really need to be closed and how many can we make more profitable? So we'll give you some more guidance of that at the end of our fourth quarter. Fourth quarter call, Robbie.

Let me quickly add on to the Foot Locker cleanup of the inventory in the fourth quarter. So what Ed said in his prepared command remarks, as well as what I said, that we expect the gross margins in the Foot Locker business in the fourth quarter to be down between thousand to fifteen hundred basis points. As you can imagine, that is primarily driven by us quickly addressing the unproductive inventory that is in the system right now and have the room available to bring the excitement assortment that will position the business really well for 2026.

Thank you.

Your next question comes from the line of Simeon Gutman with Morgan Stanley. Please go ahead.

Hey, good morning, team. My first question on Footlocker. So it looks like the business may have been a bit softer than the street was expecting in Q3. And you're anticipating a slightly negative operating income in Q4, yet you're expecting the acquisition to be accretive to EPS in 26. Can you walk through the building blocks to achieve it? And then what gives you confidence?

Sure. Thanks, Simeon. I can't tell you we really couldn't be more excited about Foot Locker and the opportunity of Foot Locker. But there's some work that needs to be done to get it ready to for 26 and for it to be accretive for our business. So one of the things that we're doing and we gave the Foot Locker team kind of a visual that we need to, we need to clean out the garage. So we're, we're cleaning out the garage, we're cleaning out old, unproductive inventory. You know, we're going to be impairing, underperforming assets. And from a confidence standpoint, those are all part of the building blocks that we need to put together to be ready for 2026. We have tremendous confidence in this management team that we've assembled in North America. As we talked about, it's being led by Ann Freeman, a longtime Nike executive that we've got a tremendous amount of respect for in the brands. Have a tremendous amount of respect for. We just announced today that Matthew Barnes is going to run our international business and he's, he's a Brit. And we think that Emea truly needs to be run by a European. We're making some real changes on how we are approaching the international business, which we think is going to be very positive. And one of the things we love about Foot Locker, and one of the reasons we bought it when we went out and did our due diligence before is the men and women in the stores, the stripers and the blue shirts, these young men and women, they love sneakers, they love Foot Locker, they love to be around this product. And they're really our, we really think they're our secret weapon as we, as we go forward. And the other thing that gives us tremendous amount of confidence is we've talked with every brand and every brand has a renewed interest in being supportive to Foot Locker. And they've all talked that they want a stable and growing Foot Locker. And to be honest with you, it's great for our business, but it's also great for the brand's business. And we, we've got complete alignment with the brands and we are confident that in 2026 we do put all these building blocks together. We're confident that Foot Locker will be accretive to our earnings in 2026.

So my follow up, I guess I'll make it two parts. First, just to that point, on 26 accretion, that's foot Locker standalone, including Synergy. That's not, let's say, Dick's Sporting Goods electing to buy stock back, that's Footlocker math, adding to Dix's earnings base. That's part one of the follow up. And then part two. You know, you don't tell us what your footwear gross margin is inside of core DKs, but if you look at Foot Locker, they've been on a steady decline for the last several years and a lot of it does track with one of your major suppliers. Proliferation of product. Is it feasible once you're done with your cleanup that you can get gross margins at parity with Dick's Sporting Goods, or is there something about the mix and the selection that you can't get it quite to that level? Meaning how much quick repair could there be once you clean up the assortment?

Well, we're not going to guide right now and we'll give you some more guidance at the end of Q4, but we're not going to give you, we're not going to tell you where it's going to be compared to Dick's Sporting Goods, but we do know that it can be meaningfully different than it is right now. There's a huge opportunity. One of the reasons it struggled is they haven't had access to some of the key product. They haven't had allocation of some of the product. There's a number of stores that are out of stock in product that they don't have. I was just in a store in New York this yesterday as a matter of fact, and talking to the gentleman who runs the store and he said we're a great running store. We just got Nike's running construct in last week. And when you take a look at some things like that, there's just a huge opportunity that product is being sold at full price. So yeah, we're really confident that there'll be a meaningful increase in their gross margin and we'll give you some more color on that at the end, end of the fourth quarter.

And then I don't know. Edit. Sorry. If it was that follow up to the accretion comment, if you can comment any more on that, whether that included buyback or that just core Foot Locker, that's.

That's Core Foot Locker. That's not to say we might not, you know, as we said, we've been, we'll be opportunistic based on what happens with the stock. We may buy back some stock, but we think from a core footlocker standpoint, it can be accretive to our earnings in 26.

Okay. Happy holidays. Thanks. Good luck.

Thank you.

Your next question comes from the line of Kate McShane with Goldman Sachs. Please go ahead. Hi, good morning. Thanks for taking our question. We were curious about how you were going to manage the markdowns at Foot Locker. I guess the concern is, is that if you do discount aggressively in the fourth quarter, do you think you'll be in a where you can go back to full price selling and the customer be ready for that as new product comes into the store? And our second question on the discounting is do you feel like the market is going to be heavy with discounts now in Q4 and how much do you expect that to impact the market and Dick's own footwear sales?

Sure. Thanks for the thanks, Kate. I don't really think that that's going to be an issue with these markdowns and then going back to full price because the product that we're marking down is older product that hasn't sold, product that's been sitting around for a while. So when we get the new fresh product we'll sell, we're confident we'll sell that at full price. And the consumer out there is looking for new fresh product that is innovative in the marketplace. And that's what Foot Locker for the most part doesn't have right now. And we'll be bringing that product in as we, as we get into 26 from a discounting standpoint right now. And who knows, things could change. But right now we don't think that the discounting is going to be meaningfully different than it was last year. We do feel that we've got, as Lauren said in her remarks, we've got different and innovative product, more premium product that you'll see product that's not as fully distributed in the marketplace. We don't see that promotional, the promotional activity impacting our business a whole lot.

Thank you. Your next question comes from the line of Adrienne Yee with Barclays. Please go ahead. Great. Thank you very much. It's great to see the continued momentum at the Dick's brand. I guess Lauren and Ed, obviously I'm going to talk a question about from about Footlocker. Is this a case of kind of just, you know, historically underperforming operations and with some closures and inventory management that you can control the controllables to kind of turn the business or are there more infrastructure investments and some longer tailed structural things about the business Secondarily, are there banners within Footlocker that no longer perhaps make sense? And if you can talk about that. And then finally my follow up is on inventory thousand to a 1500 basis points is quite a bit. Is there a write off reserve, you know, within that and is it just the depth of the promo or are you using third party channels? Just trying to understand the magnitude of that and the quickness of, of trying to get through that in the next couple of months. Thank you very much.

Wow, that's a lot. That's. That's a lot. Adrian, let me start. That was a one. Thank you.

That's okay. That's okay. So the idea of this is historically underperforming operations. I think that's a big part of this. Foot Locker really didn't, you know, they kind of got away from Retail 101 of trying to have the right product in the right store and having those. I think turning this around. We don't think there's going to be some capital involved and we're going to invest in the stores. But we've just done an 11 store test and it was pretty capital light. And what we really did is we took the inventory, most of the inventory out of the store and we relayed out the wall. And one of the things that, you know, the Dick's team is really good at and we're bringing that expertise to Foot Locker is from a merchandising standpoint and how those visual merchandising really can help drive the store. We took the inventory out of the store and we redid the walls and no real infrastructure back in there. But if you had walked into a footlocker store and still walk into a lot of footlocker stores other than these 11 and look at the wall, it's kind of merely a run on sentence of shoes. And what we've done is we've taken and tried to segment it and show the consumer what's important in the stores. And we've got this 11 store test and now it's only 11 stores. But the results have been, we're pretty enthusiastic about the results. So we think that we can definitely turn this around. As far as the inventory being down 1000 to 1500 basis points, we are going to, we're going to take markdowns to get this out of the store of older underperforming skus. And we do expect at the end of the year there will be a program that we will sell some of this off to a jobber and just clean out what's left from the inventory and be able to get a fresh start in 2026. So that's why we're, that's why we're moving as quickly as we can. To get a fresh start in 2026. Yep.

I want to just add to what Ed is saying from my perspective. If you look at the, the core challenges that we're facing with the business, it really is, as you said, it's underperforming operations, it's inventory management, it's Core Retail 101. And one of the things that's been so amazing to see is the team is coming together and Ed is spending a ton of time with them. Is that the core expertise in Dick's, be it merchandising and the balance of art and science or the visual presentation, you can hear, you know, in his remarks, just talking about that, the fact that our, you know, we are a marketing driven company and that we believe in brand. And so those plans are being worked on for next year and the brand relationships that just the heavy operational focus, all of those things are being transferred by, you know, osmosis, coaching, mentorship, all of that. And that's what gives us the, gives me the confidence that we are moving in the right direction.

Okay. And just to be very crystal clear, the markdowns of the inventory are on lifestyle and will have kind of no competitive impact with the performance, you know, premium performance at dks. So there's no crossover there.

The product that we're marking down is not, is not key product at Dick's Sporting Goods. It's an older product that quite frankly and with the visual we used with the Foot Locker team and it is kind of caught on globally as we just got to clean out the garage, we got to clean out all the inventory that's kind of in the corner that's not selling that we need to have out of our system.

Fantastic. Makes 100% sense. Good luck.

Thank you.

Your next question comes from the line of Michael Lasser with ubs. Please go ahead.

Good morning. Thank you so much for taking my question. The first one relatively straightforward. The expectation that Foot Locker will be accretive next year is based on the 1425-1455 for this year. Is that correct? And how dependent is the accretion expectation on inflecting the sales that you would anticipate by back to school for next year?

Michael, thanks for that question. Yeah, let me clarify on exactly like you said. Yes. The basis is on the 1425-1455 on. As the basis for 2025 results and the, and the, and kind of the dependency, I think so starts with what Ed said about the building blocks. It starts out with cleaning out the garage, positioning the inventory and Having that excitement assortment and the newness that is resonating so well at the exporting goods with the gross margin expansion and the merge margin expansion that you're seeing is going to be the first and foremost order of priority as we look to the building blocks for how can this business be accretive. And keep in mind we talked about as part of the cleaning out of the garage that there are other unproductive assets. We are looking into the store portfolio where there are some unprofitable stores. But the opportunity we are looking that is not only deciding if the store should be closed, but actually the opportunity is the reverse to say if those stores had access to the right product and the right innovation and the newness, can those stores be turned around and made profitable. So we are looking into that. We are absolutely looking into some of the unproductive assets that won't be part of the core business going forward. But to your point, it starts with sales and margin and in addition to that we'll look into cleaning up the garage to position the business for a profitable growth into 2026, especially in the from the back to school season of next year.

Got you. And my follow up question is one of the key debates on the combined enterprise story right now is how do you ring fence the core Dick's business in order to ensure that the integration of Footlocker does not become a distraction to slow the momentum of the core business. It does look like in the fourth quarter you are anticipating a significant slowdown guiding to a flat to slightly positive comp for the core business. So A, what is fostering that expectation and B given you have owned this business for a matter of months now. Give us a sense of how you. Anticipate that they won't be. It won't become a distraction such that the core business can accelerate into next year and drive some growth on top of the accretion that you're anticipating for Foot Locker. Sorry, there was a lot of words in that question.

I got it. Thank you Michael. One of the absolute prerequisites for us to do this acquisition was exactly what you're saying. We needed to ring fence the Dicks team. And Dix needs to stay stay completely focused on driving our growth and our strategic priorities. And that is exactly what we are doing. I mean eight, ten weeks in now I'm even more confident that that is how we're doing it. We've set up the team at Foot Locker. Ed is very much spending time over there. The Dick's team is fully focused on the Dick's priorities. And we're going to continue to just keep the teams sharing learnings but not, not remotely working, you know, not distracting each other from what their core priorities are. When we look at Q4, you mentioned the deceleration. I want to be really clear about this. We just came off of a 5.7% comp and we're up against a 6.4% comp last year. So the, the fact that you see our comp slightly moderating in Q4, we actually just raised the comp and the high end of our, our previous guidance now is the low end of our guidance. So we, we are really bullish on the holiday. We are just balancing that with an appropriate level of caution, as we always do. We don't ever guide to the, to the best possible outcome, but we are, we are pumped and ready to go on the dick side for Q4.

Thank you very much and good luck.

Thank you. Thanks.

Your next question comes from the line of Mike Baker with DA Davidson. Please go ahead.

Great couple to start on first, a little bit more detail on that 11 store test. Maybe any initial results or pop in sales. And I mean is it just simple as relaying a back wall or. There's got to be more to what you're doing. So if you could address that, please.

Sure. So we're not going to lay out kind of the results. As I said, they're early, but we're really very, very encouraged on them. And it's not just as simple as laying out the wall as we kind of taken some of the older product out of that. Those stores put in some newer, fresher product that we were able to get our hands on. And one of the things we've also done is we're bringing the apparel business back to Foot Locker. They had really kind of walked away from the apparel business. And if you walk into these stores, you can see the apparel in there and the apparel is selling really quite well too. So we think that there's an increase from a footwear standpoint, from an apparel standpoint going forward. And you know, we'll, we'll, we'll more than likely give you a little bit more color on this test at the, at the end of the fourth quarter as we give guidance going into 2026. But it, there's a lot of just basic retail 101 that if foot Locker gets back to that or when as Foot Locker gets back to it, we will have a meaningful impact on their business.

Great. Fair enough. One more follow up if I could. You're talking about a fresh start and getting everything cleared by the end of the fourth quarter. But Back to School is the inflection point. Not to, you know, put too much pressure on you or try to accelerate it, but why not Spring as an example, as the inflection point? Why should the presumably the first half not be as strong?

I think that's a really good question. And the main reason for that is our merchandising philosophy and how we're buying the product. We didn't buy that. It was bought by the previous management team and we think that there's some and we're going to talk to the brands about trying to plug some holes. But the third quarter or the back to school timeframe is the first time we will have had complete control over the assortment going forward.

Makes perfect sense. Thank you for that answer.

Sure.

Your next question comes from the line of Christopher Horvars with JP Morgan. Please go ahead. Hi, this is Jolie Wasserman on for Chris. Just following up with Dick's ability to affect inventory orders for Footlocker. So just confirming that you're saying that you won't be able to fully affect it until the start of the third quarter, but are you able to have any sort of impact, even if it's slighter in the first half and just specifically on the percent of spring ordered since the acquisition? How much of that have you been able to order thus far and how do you see that flowing into the fall?

We can have some impact on Q1 and Q2, probably hopefully a little bit more on Q2 than Q1, but we're working through that and working with the brands and they are being as helpful as they can to try to get product to us that we need. But it's really going to be in that third quarter that you'll see the big difference that our team will have fully, fully bought that product and merchandise that product.

That makes sense. And our follow up question was just on gross margin with the third quarter, just more broadly, if you could speak, speak to what's going on there in terms of promotional environment. This is all for cordic promotional environment, tariff costs and the other inputs we discussed last quarter like the game changer business. Yeah. So we reported today at 27 basis points expansion in our gross margin. Keep in mind that that 27 basis points of gross margin expansion is on top of 70 basis points of expansion that we saw in terms of the promotionality within the quarter. The promotionality as you can imagine, the overall marketplace continues to remain dynamic. We participated in select promotions, which we always do during the important back to school season. The tariff impact was within that quarter results as well within the merchandising margin. But keep in mind we still delivered a merchandising margin expansion of 5 basis points on top of almost about 60 basis points of impact. A positive impact last year. And there was a slight unfavorable impact from the mix. Like Lauren talked about, the licensed business performed really well, which is a fantastic growth opportunity, but has a slightly lower margin. So that we had a little bit of an unfavorable impact from the mix as well. And just to kind of round out that answer, I would say that if you look at it, we have guided that we expect our gross margin to expand on a full year basis. We expect gross margin to expand in our on the back half as well as within the fourth quarter. So overall we feel great about the merchandising capability. The work that the game changer team is doing and the DIX Media Network, those, those ingredients continue to remain in place that drive our confidence in the gross margin expansion for this year and into the future.

Thank you. Your next question comes from the line of Paul Lajez with Citi. Please go ahead.

Hey guys, can you talk about the 500 to 750 million in charges that might be coming? How much of that is cash versus just write offs and how many stores are actually being reviewed? When you think about that range of 500 to 750 and any split that you can share in the US and international or by banner.

Yeah, Paul, we'll share much more of the detailed assumptions. As you can imagine, we are 10 weeks into this acquisition and like I said before, we are balancing the evaluation that we are doing with the opportunity that we see in terms of driving growth and profitability expansion on a store basis. So on stores we'll share much more of the detailed plans during our Q4 call. In terms of the makeup of the 500 to 750, I would say there are three main buckets. The first and foremost as Ed talked about, is the unproductive inventory, which makes up quite a decent chunk of that that we will be addressing. Vast majority of that will be addressed here in Q4. That does include some of the stored portfolio evaluation and then we are looking deeper into the assets that we have in place. Some of the technology assets, some of the legacy contracts that we will evaluate as part of the fourth quarter and clean that also up to position the business and the profitability of the business for 2026 in terms of the cash versus non cash, I would say it would be a combination of both things. You know, inventory definitely would be cash. But if there are some existing assets on the balance sheet that will be cleaning up, those will obviously be non cash. So we'll share more detailed assumptions behind all of this during our fourth quarter call.

Great. And then just on the synergy number, the 1 to 125, how much of that are you assuming you can capture in F26 to get to those accretion numbers? And curious if you're thinking you might be actually playing for a bigger number than that, 100 to 125 longer term?

Yeah. Well, the 100 to 125 million, I would say we have a. There's a lot of work that has already been done. What we are working through, as you can imagine, is just conversations with the brands, conversations with the non merchandising vendors. And those conversations are happening right now. So we'll have a better line of sight, call it 12 weeks from now as part of the fourth quarter. And in terms of looking for additional opportunity, you know us, we'll continue to focus on driving the top line and the bottom line results for the collective business now. So absolutely that's a focus within the organization.

Thank you so. Much.

Your next question comes from the line of Christina Fernandez with Telsey Advisory Group. Please go ahead. Good morning. I wanted to ask a question on division for the merchandising and full locker. That business historically was heavy on basketball sneaker culture and kids. So as you look at where there can be improvement, do you see that mix materially changing on the apparel side, are you looking to lean more into private label or do you also see national brands playing a big role in their apparel expansion?

Yeah, Foot Locker has always been steeped in basketball culture and basketball will still be a very important part of that. The basketball construct that we see in the product coming forward from a basketball standpoint we are really enthusiastic about across a couple of brands and the apparel business. We do see the apparel business. The, the national brands is where they've kind, they had kind of stepped away from and leaned into their private brands, which we think the private brands certainly have a place there. But we feel that the national brands will have a, a meaningful increase in the apparel business in Foot Locker which will help drive the Aurs and we think it'll be very profitable.

And then my second question is on Foot Locker also have been on a pretty significant remodel and refresh program. Have you continued with those Foot Locker Reimagined stores or have you paused that program and looking to make changes in that real estate strategy that they had been on?

I think the Foot Locker Reimagined stores is been an interesting test as we've kind of gone through there. There's parts of the Reimagined store that are very good and other parts that need to be rethought and we're in the process of rethinking those right now. So as an example, what they characterize as the kick it club and the drop zone when you first walk into a footlocker store in the middle of the store, we're going to take that out, reimagine that give better sight lines to the balance of the store and repurpose some of that place which that area of the store which was not very productive at all. It was more of a social place and turn that into giving the apparel presentation more space and really focusing from an apparel standpoint which we think will drive the sales even better than they are.

We have time for one more question and that question comes from the line of Steve Forbes with Guggenheim. Please go ahead.

Good morning, Ed. Laura Nitty. Ed, I was curious maybe to just explore like any demographic differences we should be aware of as we think about the performance spread between the two businesses. I think one of the thoughts out. There is maybe more exposure to lower income. But I'd be curious, maybe just hear you summarize how we should think about the demographic exposure and how that sort of impacts your merchandising plans on a go forward basis here.

Well, we'll, we'll merchandise Foot Locker for Foot Locker for Foot Locker which is going to be a bit more basketball inspired, a bit more trend inspired. Definitely more urban than the Dick's Sporting Goods business. The, the Dick's Sporting Goods business will be more sport led along with the lifestyle product. We think Dick's Sporting Goods is really kind of at the center of sport and culture and it's a more suburban concept. With that being said, all categories of consumer, if you will, are looking for product that is new, innovative and different than what's out there in the marketplace right now in Foot Locker didn't have that new and innovative product. As we get into the, you know, 2026, we'll start to have more of that product and by the third quarter we think we'll be fully invested in that newer, the newer innovative product that the consumer across all income levels is looking for.

And then just a quick follow up for nadeep maybe just so we're all on the same page here, there's a slightly negative adjusted EBIT for Foot Locker on pro forma basis that that compares to the 1 18, 118 million last year. Just, I guess, confirm that. And then is there any way to sort of think through how you sort of view, you know, like a normalized 4Q or how you would speak to just where that LTM adjusted EBITDA profile is for the business relative to the 395 that's in the presentation.

Yeah. So the comparison, you're right, it's comparing to a normalized on a non GAAP basis. And the results that the Footlocker posted in fourth quarter of last year, and keep in mind, the connection point between the thousand or the 1500 basis points of the margin decline versus the slightly negative operating income expectation for Foot Locker is the part of the cleanup of the garage inventory. And that's the piece that we have threaded between the two, the numbers and the estimates that we gave out for the Footlocker business.

Thank you.

And that concludes the question and answer session. I will now turn the conference back over to Lauren Hobart, president and Chief Executive Officer, for closing comments.

Okay, well, thank you all for your interest in the Dick story. We will see you next quarter. Have a wonderful Thanksgiving and a huge thank you to our entire teams of over 100,000 people around the globe. Thank you.

Ladies and gentlemen. This does conclude today's conference call. Thank you for your participation. And you may now disconnect.