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, eCommerce 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 eCommerce 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 July 28, 2012, we operated 490 Dick's stores in 44 states and 81 Golf Galaxy stores in 30 states, with approximately 28.1 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 eCommerce 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 392 stores as of August 4, 2007 to 571 stores as of July 28, 2012, reflecting both organic growth and acquisitions. The Company continues to expand its presence through the opening of new stores and believes it has the potential to reach approximately 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 26 weeks ended July 28, 2012, the Company's consolidated same store sales increased 5.9% compared to a 2.3% 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 provided by operations totaled $67.0 million in the 26 weeks ended July 28, 2012, while the Company generated $126.0 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 product mix, 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 July 28, 2012.

RESULTS OF OPERATIONS AND OTHER SELECTED DATA

Executive Summary

? Net income for the current quarter decreased 27% to $53.7 million, or $0.43 per diluted share, as compared to net income of $73.8 million, or $0.59 per diluted share, for the 13 weeks ended July 30, 2011.

? Net income for the 13 weeks ended July 28, 2012 includes a charge of $27.6 million, net of tax, or $0.22 per diluted share related to the Company's impairment of its investment in JJB Sports plc ("JJB Sports").

? Net income for the 13 weeks ended July 30, 2011 included a gain on sale of investment of $8.7 million, net of tax, or $0.07 per diluted share.

? Net sales increased 10% to $1.4 billion in the current quarter due primarily to growth of our store network and a 3.8% increase in consolidated same store sales.

? Gross profit increased 47 basis points to 31.16% as a percentage of net sales for the 13 weeks ended July 28, 2012 due primarily to leverage of fixed occupancy costs on the increase in sales and merchandise margin expansion, partially offset by an increase in freight and distribution expenses resulting from a higher year-over-year mix of eCommerce sales.

? In the current quarter, the Company:

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



?          Purchased its corporate headquarters building for $133.4 million,
which includes closing costs.  The Company funded the purchase with cash on
hand.

? Completed its previously announced share repurchase program on May 14, 2012, repurchasing approximately 1.9 million shares of its common stock for $94.9 million during the current quarter. In total, the Company repurchased 4.1 million shares of its common stock for approximately $200 million. The Company funded the repurchase program from cash on hand.

? Fully impaired its investment in JJB Sports, resulting in a pre-tax impairment charge of $32.4 million.

? We ended the second 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:

                                26 Weeks Ended                              26 Weeks Ended
                                 July 28, 2012                               July 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

Q2 New stores                    4             -           4                 8             -           8

Closed stores                    -             -           -                 -             -           -
Ending stores                  490            81         571               455            81         536

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

The following tables present 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
                                              July 28,      July 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)                         68.84         69.31        (47)

Gross profit                                       31.16         30.69         47

Selling, general and administrative
expenses (3)                                       21.63         21.87        (24)

Pre-opening expenses (4)                            0.16          0.28        (12)

Income from operations                              9.37          8.55         82

Impairment of available-for-sale
investments (5)                                     2.25             -         225

Gain on sale of investment (5)                         -        (1.06)         106

Interest expense (6)                                0.07          0.27        (20)

Other expenses (7)                                  0.00          0.04         (4)

Income before income taxes                          7.04          9.31        (227)

Provision for income taxes                          3.31          3.65        (34)

Net income                                         3.73%         5.65%        (192)

Other Data:

Consolidated same store sales increase (8)          3.8%          2.5%

Number of stores at end of period                    571           536

Total square feet at end of period            28,053,986    26,462,285

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

Net sales (1)                                    100.00%       100.00%         N/A

Cost of goods sold, including occupancy
and distribution costs (2)                         69.02         69.78        (76)

Gross profit                                       30.98         30.22         76

Selling, general and administrative
expenses (3)                                       22.33         22.70        (37)

Pre-opening expenses (4)                            0.18          0.24         (6)

Income from operations                              8.47          7.28         119

Impairment of available-for-sale
investments (5)                                     1.19             -         119

Gain on sale of investment (5)                         -        (0.57)         57

Interest expense (6)                                0.16          0.29        (13)

Other income (7)                                  (0.07)        (0.02)         (5)

Income before income taxes                          7.19          7.59        (40)

Provision for income taxes                          3.11          2.99         12

Net income                                         4.08%         4.60%        (52)

Other Data:

Consolidated same store sales increase (8)          5.9%          2.3%

Number of stores at end of period                    571           536

Total square feet at end of period            28,053,986    26,462,285

(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 eCommerce 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) Impairment of available-for-sale investments reflects the Company's impairment of its investment in JJB Sports. Gain on sale of available-for-sale securities resulted from the sale of the Company's investment in GSI Commerce, Inc.

(6) Interest expense primarily includes rent payments under the Company's financing lease obligation for its corporate headquarters building, which the Company purchased on May 7, 2012.

(7) 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.

(8) 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 eCommerce business is included in the same store sales calculation.

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

Net Income

The Company reported net income of $53.7 million for the current quarter, or $0.43 per diluted share, compared to net income of $73.8 million, or $0.59 per diluted share, for the 13 weeks ended July 30, 2011. Net income for the 13 weeks ended July 28, 2012 includes a charge of $27.6 million, net of tax, or $0.22 per diluted share related to the Company's impairment of its investment in JJB Sports. Net income for the 13 weeks ended July 30, 2011, includes a gain on sale of investment of $8.7 million, net of tax, or $0.07 per diluted share.

Net Sales

Net sales for the current quarter increased 10% to $1.4 billion, due primarily to the growth of our store network and the 3.8% increase in consolidated same store sales. The 3.8% consolidated same store sales increase consisted of a 2.9% increase at Dick's Sporting Goods stores, a 4.4% increase at Golf Galaxy and a 34.6% increase in the Company's eCommerce business. The inclusion of the eCommerce business resulted in an increase of approximately 75 basis points to the Company's consolidated same store sales calculation for the 13 weeks ended July 28, 2012, compared to 58 basis points for the 13 weeks ended July 30, 2011.

The increase in consolidated same store sales was broad-based, with larger increases in athletic apparel, athletic footwear and hunting categories. The same store sales increase in the Dick's Sporting Goods stores was attributable to an increase of approximately 4.0% in sales per transaction, partially offset by a 1.1% decrease in transactions. 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 $134.6 million for the current quarter from $111.7 million for the 13 weeks ended July 30, 2011. The increase was primarily due to a $46.7 million increase in gross profit, partially offset by a $25.1 million increase in selling, general and administrative expenses.

Gross profit increased approximately 12% to $447.8 million for the current quarter from $401.1 million for the 13 weeks ended July 30, 2011. The 47 basis point increase is due primarily to a 37 basis point decrease in fixed occupancy costs resulting primarily from the leverage on the increase in sales compared to last year's second quarter and merchandise margin expansion of 29 basis points, partially offset by a 19 basis point increase in freight and distribution expenses resulting from a higher year-over-year mix of eCommerce sales. Every 10 basis point change in merchandise margin would have impacted the earnings before income taxes for the current quarter by approximately $1.4 million.

Selling, general and administrative expenses increased approximately 9% to $310.9 million for the current quarter from $285.7 million for the 13 weeks ended July 30, 2011, but decreased as a percentage of net sales by 24 basis points. Advertising expenses decreased as a percentage of net sales by 45 basis points resulting from leverage on the increase in sales coupled with a shift in the timing of a Company sponsored professional golf event, which will occur during the Company's third fiscal quarter this year. This was partially offset by an increase in administrative expenses as a percentage of net sales, resulting from payroll increases relative to sales and a contribution to the Dick's Sporting Goods Foundation.

Pre-opening expenses decreased to $2.3 million for the quarter from $3.7 million for the 13 weeks ended July 30, 2011. Pre-opening expenses were for the opening . . .