FORWARD-LOOKING STATEMENTS

We caution that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Quarterly Report on Form 10-Q or made by our management involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond our control. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Investors should not place undue reliance on forward-looking statements as a prediction of actual results. You can identify these statements as those that may predict, forecast, indicate or imply future results, performance or advancements and by forward-looking words such as "believe", "anticipate", "expect", "estimate", "predict", "intend", "plan", "project", "goal", "will", "will be", "will continue", "will result", "could", "may", "might" or any variations of such words or other words with similar meanings. Forward-looking statements address, among other things, our expectations, our growth strategies, including our plans to open new stores, our efforts to increase profit margins and return on invested capital, plans to grow our private brand business, projections of our future profitability, results of operations, capital expenditures, plans to return capital to stockholders through dividends or share repurchases, our financial condition or other "forward-looking" information and include statements about

revenues, earnings, spending, margins, costs, liquidity, store openings, e-commerce and operations, inventory, private brand products, or our actions, plans or strategies.

The following factors, among others, in some cases have affected and in the future could affect our financial performance and actual results, and could cause actual results for fiscal 2012 and beyond to differ materially from those expressed or implied in any forward-looking statements included in this report or otherwise made by our management:

† Our business is dependent on the general economic conditions in our markets ¡ and the ongoing economic and financial downturn may cause a decline in consumer spending that may adversely affect the Company's business, operations, liquidity, financial results and stock price;

† Our quarterly operating results and same store sales may fluctuate ¡ substantially; † †
† Our ability to access adequate capital to operate and expand our business and ¡ to respond to changing business and economic conditions;

† The intense competition in the sporting goods industry; ¡

† Lack of available retail store sites on terms acceptable to us, rising real ¡ estate prices and other costs and risks relating to our stores, or our inability to open new stores on a timely basis or otherwise expand successfully in new or existing markets;

† Changes in consumer demand or shopping patterns; ¡

† Unauthorized disclosure of sensitive, personal or confidential customer ¡ information;

† Risks and costs relating to the products we sell, including: product ¡ liability claims and the availability of recourse to third parties, including under our insurance policies; product recalls; and the regulation of and other hazards associated with certain products we sell, such as hunting rifles and ammunition;

† Disruptions in our or our vendors' supply chain, including as a result of ¡ political instability, foreign trade issues, the impact of the ongoing economic and financial downturn on distributors or other reasons;

† Our relationships with our vendors, including potential increases in the ¡ costs of their products and our ability to pass those cost increases on to our customers, their ability to maintain their inventory and production levels and their ability or willingness to provide us with sufficient quantities of products at acceptable prices;

† Factors that could negatively affect our private brand offerings, including ¡ fluctuations in the cost of products resulting from increases in raw material prices and other factors, reliance on foreign sources of production, compliance with government and industry safety standards, and intellectual property risks;

† The loss of our key executives, especially Edward W. Stack, our Chairman and ¡ Chief Executive Officer;

† Currency exchange rate fluctuations; ¡

† Costs and risks associated with increased or changing laws and regulations ¡ affecting our business, including those relating to labor, employment and the sale of consumer products;

† Our ability to secure and protect our trademarks, patents and other ¡ intellectual property;

† Risks relating to operating as an omni-channel retailer, including the impact ¡ of rapid technological change, internet security and privacy issues, the threat of systems failure or inadequacy, increased or changing governmental regulation and increased competition;

† Disruption of or other problems with the services provided by our third-party ¡ service provider for our e-commerce website or our information systems;

† Any serious disruption at our distribution facilities; ¡

† The seasonality of our business; ¡

† Regional risks because our stores are generally concentrated in the eastern ¡ half of the United States;

† Our pursuit of strategic investments or acquisitions, including costs and ¡ uncertainties associated with combining businesses and/or assimilating acquired companies;

† Our ability to meet our labor needs; ¡

† We are controlled by our Chief Executive Officer and his relatives, whose ¡ interests may differ from those of our other stockholders;

† Potential volatility in our stock price; ¡

¡ Our current anti-takeover provisions, which could prevent or delay a change in control of the Company;

¡ Impairment in the carrying value of goodwill or other acquired intangibles;

¡ Our current intention to declare and pay quarterly cash dividends; and

¡ Other factors discussed in other reports or filings filed by us with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended January 28, 2012.

In addition, we operate in a highly competitive and rapidly changing environment; therefore, new risk factors can arise, and it is not possible for management to predict all such risk factors, nor to assess the impact of all such risk factors on our business or the extent to which any individual risk factor, or combination of risk factors, may cause results to differ materially from those contained in any forward-looking statement. We do not assume any obligation and do not intend to update any forward-looking statements except as may be required by the securities laws.

Investors should also be aware that while the Company does communicate with securities analysts, from time to time, such communications are conducted in accordance with applicable securities laws and investors should not assume that the Company agrees with any statement or report issued by any analyst irrespective of the content of the statement or report.

OVERVIEW

Dick's is an authentic full-line sporting goods retailer offering a broad assortment of brand name sporting goods equipment, apparel and footwear in a specialty store environment. The Company also owns and operates Golf Galaxy, LLC, a golf specialty retailer ("Golf Galaxy"). Unless otherwise specified, any reference to "year" is to our fiscal year and when used in this Form 10-Q and unless the context otherwise requires, the terms "Dick's", "we", "us", "the Company" and "our" refer to Dick's Sporting Goods, Inc. and its wholly-owned subsidiaries.

As of April 28, 2012, we operated 486 Dick's stores in 44 states and 81 Golf Galaxy stores in 30 states, with approximately 27.8 million square feet in 44 states on a consolidated basis, the majority of which are located throughout the eastern half of the United States. Additionally, the Company maintains e-commerce operations for both Dick's and Golf Galaxy.

Due to the seasonal nature of our business, interim results are not necessarily indicative of results for the entire fiscal year. Our revenue and earnings are typically greater during our fiscal fourth quarter, which includes the majority of the holiday selling season.

The primary factors that historically influenced the Company's profitability and success have been its growth in the number of stores and selling square footage, positive same store sales and its strong gross profit margins. In the last five years, the Company has grown from 384 stores as of May 5, 2007 to 567 stores as of April 28, 2012, reflecting both organic growth and acquisitions. The Company continues to expand its presence through the opening of new stores to its ultimate goal of at least 900 Dick's locations across the United States.

In order to monitor the Company's success, the Company's senior management monitors certain key performance indicators, including:

† Consolidated same store sales performance - For the 13 weeks ended April 28, 2012, the Company's consolidated same store sales increased 8.4% compared to a 2.1% increase during the same period in fiscal 2011. The Company believes that its ability to consistently deliver increases in consolidated same store sales will be a key factor in achieving its targeted levels of earnings per share growth and continuing its store expansion program.

† Operating cash flow - Net cash used in operations totaled $17.8 million in the 13 weeks ended April 28, 2012, while the Company used $14.5 million during the same period in fiscal 2011. We typically generate significant positive operating cash flows in our fiscal fourth quarter in connection with the holiday selling season and proportionately higher net income levels. See further discussion of the Company's cash flows in the "Liquidity and Capital Resources and Changes in Financial Condition" section herein. The Company believes that a key strength of its business has been the ability to consistently generate positive cash flow from operations. Strong cash flow generation is critical to the future success of the Company, not only to support the general operating needs of the Company, but also to fund capital expenditures related to its store network, distribution and administrative facilities, costs associated with continued improvement of information technology tools, costs associated with potential strategic acquisitions or investments that may arise from time to time and stockholder return initiatives, including cash dividends and share repurchases.

† Quality of merchandise offerings - To monitor and maintain acceptance of its merchandise offerings, the Company monitors sell-throughs, inventory turns, gross margins and markdown rates on a department and style level. This analysis helps the Company manage inventory receipts and markdowns to reduce cash flow requirements and deliver

optimal gross margins by improving merchandise flow and establishing appropriate price points to minimize markdowns.

† Store productivity - To assess store-level performance, the Company monitors various indicators, including new store productivity, sales per square foot, store operating contribution margin and store cash flow. New store productivity compares the sales increase for all stores not included in the same store sales calculation with the increase in square footage.

CRITICAL ACCOUNTING POLICIES

As discussed in Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of the Company's Annual Report on Form 10-K for the fiscal year ended January 28, 2012, the Company considers its policies on inventory valuation, vendor allowances, goodwill and intangible assets, impairment of long-lived assets and closed store reserves, business combinations, self-insurance reserves, stock-based compensation and uncertain tax positions to be the most critical in understanding the judgments that are involved in preparing its consolidated financial statements. There have been no changes in the Company's critical accounting policies during the period ended April 28, 2012.

RESULTS OF OPERATIONS AND OTHER SELECTED DATA

Executive Summary

¡ Net income for the current quarter increased 53% to $57.2 million, or $0.45 per diluted share, as compared to net income of $37.5 million, or $0.30 per diluted share, for the 13 weeks ended April 30, 2011.

¡ Net sales increased 15% to $1.3 billion in the current quarter due primarily to an 8.4% increase in consolidated same store sales and the growth of our store network.

¡ Gross profit increased 112 basis points to 30.79% as a percentage of net sales for the 13 weeks ended April 28, 2012 due primarily to leverage of fixed occupancy costs on the increase in sales.

¡ In the current quarter, the Company:

¡ Declared and paid a quarterly cash dividend of $0.125 per share.

¡ Repurchased 2.1 million shares of its common stock pursuant to its previously announced one-year share repurchase program for $103.9 million, reflecting an average cost of $49.39 per share.

¡ Made a £20 million strategic investment in JJB Sports plc ("JJB"), a leading sports retailer in the United Kingdom. Under the terms of the agreement, the Company purchased £18.75 million in junior secured convertible notes and 12.5 million ordinary shares of JJB for £1.25 million, for a total investment of $32.0 million.

¡ Augmented its private brand portfolio through the acquisition of the Top-Flite brand. The Company acquired all Top-Flite trademarks and service marks world-wide.

¡ We ended the first quarter with no outstanding borrowings under our current credit agreement (the "Credit Agreement").

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

                                13 Weeks Ended                              13 Weeks Ended
                                April 28, 2012                              April 30, 2011

                   Dick's Sporting                             Dick's Sporting
                        Goods        Golf Galaxy     Total          Goods        Golf Galaxy     Total
Beginning stores               480            81         561               444            81         525
Q1 New stores                    6             -           6                 3             -           3
Ending stores                  486            81         567               447            81         528

Remodeled stores                 -             -           -                 -             -           -
Relocated stores                 1             -           1                 -             -           -

The following table presents for the periods indicated selected items in the unaudited consolidated statements of income as a percentage of the Company's net sales, as well as the basis point change in the percentage of net sales from the prior year's period. In addition, other selected data is provided to facilitate a further understanding of our business. This table should be read in conjunction with the following Management's Discussion and Analysis of Financial Condition and Results of Operations and the unaudited consolidated financial statements and related notes thereto.

                                                                             Basis Point
                                                                             Increase /
                                                                            (Decrease) in
                                                                            Percentage of
                                                    13 Weeks Ended            Net Sales
                                               April 28,     April 30,     from Prior Year
                                                2012 (A)      2011 (A)      2011-2012 (A)

Net sales (1)                                     100.00%       100.00%          N/A
Cost of goods sold, including occupancy and
distribution costs (2)                              69.21         70.33         (112)
Gross profit                                        30.79         29.67          112
Selling, general and administrative
expenses (3)                                        23.10         23.68         (58)
Pre-opening expenses (4)                             0.21          0.20           1
Income from operations                               7.47          5.79          168
Interest expense (5)                                 0.27          0.31          (4)
Other income (6)                                   (0.15)        (0.10)          (5)
Income before income taxes                           7.35          5.57          178
Provision for income taxes                           2.89          2.21          68
Net income                                          4.46%         3.37%          109

Other Data:
Consolidated same store sales increase (7)           8.4%          2.1%
Number of stores at end of period                     567           528
Total square feet at end of period             27,856,605    26,054,334

(A) Column does not add due to rounding.

(1) Revenue from retail sales is recognized at the point of sale, net of sales tax. Revenue from e-commerce sales is recognized upon shipment of merchandise and any service related revenue is recognized primarily as the services are performed. A provision for anticipated merchandise returns is provided through a reduction of sales and cost of goods sold in the period that the related sales are recorded. Revenue from gift cards and returned merchandise credits (collectively the "cards") are deferred and recognized upon the redemption of the cards. These cards have no expiration date. Income from unredeemed cards is recognized in the unaudited consolidated statements of income in selling, general and administrative expenses at the point at which redemption becomes remote. The Company performs an evaluation of the aging of the unredeemed cards, based on the elapsed time from the date of original issuance, to determine when redemption is remote.

(2) Cost of goods sold includes the cost of merchandise, inventory shrinkage and obsolescence, freight, distribution and store occupancy costs. Store occupancy costs include rent, common area maintenance charges, real estate and other asset-based taxes, store maintenance, utilities, depreciation, fixture lease expenses and certain insurance expenses.

(3) Selling, general and administrative expenses include store and field support payroll and fringe benefits, advertising, bank card charges, information systems, marketing, legal, accounting, other store expenses and all expenses associated with operating the Company's corporate headquarters.

(4) Pre-opening expenses consist primarily of rent, marketing, payroll and recruiting costs incurred prior to a new or relocated store opening which are expensed as incurred.

(5) Interest expense primarily includes rent payments under the Company's financing lease obligation for its corporate headquarters building.

(6) Results primarily from gains and losses associated with changes in deferred compensation plan investment values and interest income earned on highly liquid instruments purchased with a maturity of three months or less at the date of purchase.

(7) Stores are included in the same store sales calculation in the same fiscal period that it commences its 14th full month of operations. Stores that were closed or relocated during the applicable period have been excluded from same store sales. Each relocated store is returned to the same store base in the fiscal period that it commences its 14th full month of operations at that new location. The Company's e-commerce business is included in the same store sales calculation.

13 Weeks Ended April 28, 2012 Compared to the 13 Weeks Ended April 30, 2011

Net Income

The Company reported net income of $57.2 million for the current quarter, or $0.45 per diluted share, compared to net income of $37.5 million, or $0.30 per diluted share, for the 13 weeks ended April 30, 2011.

Net Sales

Net sales for the current quarter increased 15% to $1.3 billion, due primarily to an 8.4% increase in consolidated same store sales and the growth of our store network. The 8.4% consolidated same store sales increase consisted of a 7.3% increase at Dick's Sporting Goods stores, a 12.6% increase at Golf Galaxy and a 33.4% increase in the Company's e-commerce business. The inclusion of the e-commerce business resulted in an increase of approximately 66 basis points to the Company's consolidated same store sales calculation for the 13 weeks ended April 28, 2012, compared to 53 basis points for the 13 weeks ended April 30, 2011.

The increase in consolidated same store sales was broad-based, with larger increases in golf, team sports, athletic apparel and athletic footwear, partially offset by a decrease in the fitness category. The same store sales increase was attributable to an increase in transactions of approximately 3.3% and an increase of approximately 4.0% in sales per transaction at Dick's stores. Every 1% change in same store sales would have impacted earnings before income taxes for the current quarter by approximately $4 million.

Income from Operations

Income from operations increased to $95.7 million for the current quarter from $64.4 million for the 13 weeks ended April 30, 2011. The increase was primarily due to a $64.2 million increase in gross profit, partially offset by an increase in selling, general and administrative expenses totaling $32.4 million.

Gross profit increased approximately 19% to $394.6 million for the current quarter from $330.4 million for the 13 weeks ended April 30, 2011. The 112 basis point increase is due primarily to a 125 basis point decrease in fixed occupancy costs resulting primarily from the leverage on the increase in sales compared to last year's first quarter. Merchandise margin slightly decreased by 8 basis points due to the clearance of select cold weather related product and to a lesser degree, the clearance of fitness equipment. Every 10 basis point change in merchandise margin would have impacted the current quarter earnings before income taxes by approximately $1.3 million.

Selling, general and administrative expenses increased approximately 12% to $296.1 million for the current quarter from $263.7 million for the 13 weeks ended April 30, 2011. Selling, general and administrative expenses decreased as a percentage of net sales by 58 basis points due primarily to a 53 basis point decrease in store payroll expenses resulting from managing the increase in store payroll levels to a lower percentage than the sales increase for the period and a 9 basis point decrease in advertising expenses resulting from leverage on the increase in sales.

Pre-opening expenses increased to $2.7 million for the quarter from $2.3 million for the 13 weeks ended April 30, 2011. Pre-opening expenses were for the opening of six new Dick's stores during the quarter as compared to three new Dick's stores during last year's first quarter. Pre-opening expenses in any period fluctuate depending on the timing and number of store openings and relocations.

Interest Expense

Interest expense was $3.4 million for the current quarter and $3.5 million for the 13 weeks ended April 30, 2011. Interest expense for the 13 weeks ended April 28, 2012 includes $2.7 million related to rent payments under the Company's financing lease for its corporate headquarters building.

Income Taxes

The Company's effective tax rate was 39.3% for the 13 weeks ended April 28, 2012 as compared to 39.6% for the same period last year.

LIQUIDITY AND CAPITAL RESOURCES AND CHANGES IN FINANCIAL CONDITION

Overview

The Company's liquidity and capital needs have generally been met by cash from operating activities. Net cash used in operating activities for the 13 weeks ended April 28, 2012 was $17.8 million compared to $14.5 million for the 13 weeks ended April 30, 2011. The Company also maintains a revolving credit facility in the event that additional liquidity is necessary to finance seasonal inventory procurement or other strategic business initiatives. Apart from letters of credit, the Company did not borrow amounts under its current or prior credit facility in the periods presented. Net cash from operating, investing and financing activities are discussed further below.

The Company's Credit Agreement provides for a $500 million revolving credit facility, including up to $100 million in the form of letters of credit and allows the Company, subject to the satisfaction of certain conditions, to request an increase of up to $250 million in borrowing availability to the extent that existing or new lenders agree to provide such additional revolving commitments.

The Credit Agreement, which matures on December 5, 2016, is secured by a first priority security interest in certain property and assets, including receivables, inventory, deposit accounts and other personal property of the Company and is guaranteed by the Company's domestic subsidiaries.

The interest rates per annum applicable to loans under the Credit Agreement will be, at the Company's option, equal to a base rate or an adjusted LIBOR rate plus an applicable margin percentage. The applicable margin percentage for base rate loans is 0.20% to 0.50% and for adjusted LIBOR rate loans is 1.20% to 1.50%, depending on the borrowing availability of the Company.

The Credit Agreement contains certain covenants that limit the ability of the Company to, among other things: incur or guarantee additional indebtedness; pay distributions on, redeem or repurchase capital stock or redeem or repurchase subordinated debt; make investments; sell assets; and consolidate, merge or transfer all or substantially all of the Company's assets. In addition, the Credit Agreement contains a covenant that requires the Company to maintain a minimum adjusted availability of 7.5% of its borrowing base.

There were no outstanding borrowings under the Credit Agreement as of April 28, 2012 or January 28, 2012. As of April 28, 2012 and January 28, 2012, total remaining borrowing capacity, after subtracting letters of credit, was $479.6 million and $478.8 million, respectively.

Normal capital requirements consist primarily of capital expenditures related to the addition of new stores, remodeling of existing stores, enhancing information technology and improving distribution infrastructure. The Company has a capital appropriations committee that approves all capital expenditures in excess of . . .