DICK'S SPORTING GOODS, INC.

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Completion of the Transaction is subject to the conditions contained in the Merger Agreement and if these conditions are not satisfied or waived, the Transaction will not be completed.

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The obligations of the Company and Foot Locker to complete the Transaction are subject to the satisfaction or waiver of a number of conditions, including, among others, the adoption of the Merger Agreement by Foot Locker’s shareholders by the affirmative vote of at least two-thirds of the outstanding shares of Foot Locker common stock, the expiration or termination of the regulatory waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the receipt of approvals or clearances required under the antitrust laws of certain other jurisdictions.

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Although the Company and Foot Locker have agreed in the Merger Agreement to use their reasonable best efforts to complete the Transaction as promptly as practicable, many of the closing conditions are not within the Company’s or Foot Locker’s control, and neither company can predict when or if these conditions will be satisfied. The failure to satisfy all of the required conditions could delay the completion of the Transaction for a significant period of time or prevent it from occurring. There can be no assurance that the closing conditions will be satisfied or waived or that the Transaction will be completed. If the conditions are not satisfied or, subject to applicable law, waived, the Transaction will not occur or will be delayed and each of the Company and Foot Locker may lose some or all of the intended benefits of the Transaction.

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The Transaction is subject to the expiration of applicable waiting periods and the receipt of approvals, consents or clearances from regulatory authorities in the United States and certain other jurisdictions that may impose conditions that could have an adverse effect on the Company or, if not obtained, could prevent completion of the Transaction.

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Before the Transaction may be completed, any waiting period (or extension thereof) applicable to the Transaction must have expired or been terminated, and any approvals, consents or clearances required in connection with the Transaction must have been obtained, in each case, under the HSR Act and under the antitrust laws of certain other jurisdictions. In deciding whether to grant the required regulatory approval, consent or clearance, the relevant governmental entities will consider the effect of the Transaction on competition within their relevant jurisdiction. The terms and conditions of the approvals, consents and clearances that are granted may impose requirements, limitations or costs or place restrictions on the conduct of the Company’s business following the completion of the Transaction. Under the Merger Agreement, the Company and Foot Locker have agreed to use their reasonable best efforts to obtain such approvals, consents and clearances and therefore may be required to comply with certain conditions, terms, obligations or restrictions imposed by governmental authorities. There can be no assurance that such conditions, terms, obligations or restrictions will not have the effect of delaying completion of the Transaction or imposing additional material costs on or materially limiting the revenues of the Company following the completion of the Transaction. In addition, there can be no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the Transaction.

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The Merger Agreement may be terminated in accordance with its terms and the Transaction may not be completed. Such failure to complete the Transaction contemplated by the Merger Agreement could cause our results to be adversely affected or have a material and adverse effect on our common stock price and results of operations.

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If the Transaction is not completed for any reason, including as a result of Foot Locker shareholders failing to approve the Merger Agreement, there may be various adverse consequences, and we may experience negative reactions from the financial markets and from our customers and employees. Moreover, our common stock price may decline because costs related to such Transaction, such as legal, accounting and financial advisory fees, must be paid even if such Transaction is not completed. Moreover, we may be required to pay a termination fee of $95.5 million to Foot Locker upon a termination of the Merger Agreement in certain circumstances. In addition, if the Transaction is not completed, whether because of our failure to receive required regulatory approvals in a timely fashion or because one of the parties has breached its obligations in a way that permits Foot Locker to terminate the Merger Agreement, or for any other reason, our common stock price may be affected to the extent that the current market price reflects a market assumption that the Transaction will be completed.

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The business relationships of the Company and its subsidiaries may be subject to disruption due to uncertainty associated with the Transaction, which could have an adverse effect on the results of operations, cash flows and financial position of the Company.

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Parties with which the Company or its subsidiaries do business may be uncertain as to the effects the Transaction may have on them, including with respect to current or future business relationships with the Company or its subsidiaries. These relationships may be subject to disruption as customers, suppliers and other persons with whom the Company has a business relationship may delay or defer certain business decisions or might decide to terminate, change or renegotiate their relationships with the Company or consider entering into business relationships with parties other than the Company or its subsidiaries. These disruptions could have an adverse effect on the results of operations, cash flows and financial position of the Company, including an adverse effect on the Company’s ability to realize the expected synergies and other benefits of the Transaction. The risk, and adverse effect, of any disruption could be exacerbated by a delay in completion of the Transaction or termination of the Merger Agreement.

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The dilution that may be caused by the issuance of shares of our common stock in connection with the Transaction may adversely affect the market price of our common stock.

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Pursuant to the Merger Agreement, Foot Locker shareholders may elect to receive either cash or shares of our common stock as consideration for their shares of Foot Locker common stock (collectively, the “Merger Consideration”). The dilution that may be caused by the issuance of new shares of our common stock to Foot Locker shareholders in connection with the payment of the Merger Consideration may result in fluctuations in the market price of our common stock, including a common stock price decrease.

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The Company expects to obtain financing in connection with the Transaction and cannot guarantee that it will be able to obtain such financing on favorable terms.

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The Company intends to finance a portion of the Transaction through a combination of cash-on-hand, revolving borrowings and other new debt. The Company’s ability to obtain any such new debt financing will depend on, among other factors, prevailing market conditions and other factors beyond the Company’s control. The Company cannot assure you that it will be able to obtain new debt financing on terms acceptable to it, and any such failure could materially adversely affect its operations and financial condition. The Company’s obligation to complete the Transaction is not conditioned upon the receipt of any financing.

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The Company may be unable to successfully operate the Foot Locker business or realize the cost synergies or other anticipated benefits of the Transaction

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Although the Company expects significant cost synergies and other benefits to result from the Transaction, there can be no assurance that the Company will actually realize any of them, or realize them within the anticipated timeframe. The Company expects to operate Foot Locker as a standalone business unit within its portfolio and maintain the Foot Locker brands and expects to grow the business by applying operational expertise. Achieving the anticipated cost synergies and other benefits will depend, in part, on the Company’s ability to operate Foot Locker’s business successfully and integrate certain of its operations efficiently. The challenges involved with the Transaction, which will be complex and time consuming, include the following:

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•preserving operational and other important relationships of Foot Locker and attracting new business and operational relationships;

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•operating multiple banners, a differentiated store concept and successfully addressing the challenges facing Foot Locker’s business;

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•consolidating and integrating corporate, information technology, finance and administrative infrastructures;

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•coordinating sales and marketing efforts to effectively position the Company’s and Foot Locker’s capabilities;

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•coordinating operations in countries in which the Company has not previously operated; and

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•integrating employees and related HR systems and benefits, maintaining employee morale and retaining and attracting key employees.

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If these issues and the other challenges inherent in operating an acquired business are not successfully managed, then the Company may not achieve the anticipated benefits of the Transaction on the Company’s anticipated timeframe or at all, and the Company’s revenue, expenses, operating results, financial condition and common stock price could be materially adversely affected. The successful completion of the Transaction will require significant management attention both before and after the completion of the Transaction, and may divert the attention of management from the Company’s business and operational issues. Additionally, general market and economic conditions may inhibit our successful operation of the Foot Locker business.

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The future results of the Company following the Transaction may suffer if the Company does not effectively manage its expanded operations.

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Following the Transaction, the business of the Company will increase in size and geographic scope beyond the current size of either our or Foot Locker’s business and the scope of the Company’s current operations. The Company’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity.

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There can be no assurances that the combined company will be successful or that it will realize the expected operating efficiencies, cost savings or other benefits currently anticipated from the Transaction.

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The Company will incur direct and indirect costs as a result of the Transaction.

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We expect to incur significant non-recurring costs associated with combining the operations of Foot Locker with our operations. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employment-related costs, public company filing fees and other regulatory fees and other related costs. The Company may incur additional costs or suffer loss of business under third-party contracts that are terminated, and/or losses of, or decreases in orders by, customers, and may also incur costs to maintain employee morale and to retain certain key management personnel and employees. The Company will also incur transaction fees and costs related to formulating integration plans, and the execution of these plans may lead to additional unanticipated costs and time delays. Factors beyond the Company’s control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately. Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the

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integration of the businesses, may offset incremental transaction and Transaction-related costs over time, this net benefit may not be achieved in the near term, or at all. Whether or not the Transaction is consummated, we will incur substantial expenses in pursuing the Transaction and may adversely impact our earnings.

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The market price of the Company’s common stock after the Transaction is completed may be affected by factors different from those affecting shares of Company common stock before the Transaction is completed.

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Upon completion of the Transaction, the combined company’s business and financial position will differ from the business and financial position of the Company and Foot Locker before the completion of the Transaction and, accordingly, the results of operations of the combined company will be affected by some factors that are different from those currently affecting our results of operations. Accordingly, the market price and performance of our common stock is likely to be different from the performance of our common stock in the absence of the Transaction. In addition, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, our common stock, regardless of our actual operating performance. In addition, if former Foot Locker shareholders sell substantial amounts of our common stock in the public market following consummation of the Transaction, this could decrease the market price of our common stock.

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We and Foot Locker will be subject to business uncertainties and contractual restrictions while the Transaction is pending.

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Uncertainty about the effect of the Transaction on employees and customers may have an adverse effect on us and Foot Locker and, as a result, the combined company. These uncertainties may impair our and Foot Locker’s ability to attract, retain and motivate key personnel until the Transaction is completed, and could cause customers, business partners and others that deal with us or Foot Locker to seek to change existing business relationships with us or Foot Locker. In addition, pursuant to the Merger Agreement and subject to certain exceptions, we agreed not to take certain actions prior to the closing of the Transaction, which could cause us to be unable to pursue certain beneficial opportunities that may arise prior to the completion of the Transaction.

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Litigation related to the Transaction could prevent or delay completion of the Transaction or otherwise negatively affect the business and operations of us and Foot Locker.

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We and Foot Locker may incur costs in connection with the defense or settlement of any shareholder or stockholder lawsuits filed in connection with the Transaction. Such litigation could have an adverse effect on our and Foot Locker’s financial condition and results of operations, and, as a result, the combined company, and could prevent or delay the completion of the Transaction.