Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
 
Introduction
 
On May 15, 2025, DICK’S Sporting Goods, Inc., a Delaware corporation (the “Company” or “DICK’S Sporting Goods”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, RJS Sub LLC, a New York limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”), and Foot Locker, Inc., a New York corporation (“Foot Locker”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, and at the closing of the transaction contemplated by the Merger Agreement, Merger Sub shall be merged with and into Foot Locker, with Foot Locker surviving as a wholly owned subsidiary of the Company (the “Merger”).
 
The accompanying unaudited pro forma financial information is prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, of the Securities Act of 1933, as amended (the “Securities Act”). The Unaudited Pro Forma Condensed Combined Balance Sheet is presented as if the transaction had occurred on August 2, 2025, and the Unaudited Pro Forma Condensed Combined Statement of Operations for the twenty-six weeks ended August 2, 2025, and the year ended February 1, 2025, are presented to give effect to the Merger as if it occurred on February 3, 2024.
 
The unaudited pro forma condensed combined financial information gives effect to the accounting for the Merger (the “Transaction Accounting Adjustments”). All terms defined in this section are used solely for the purposes of this section and do not apply to any other section.
 
In the accompanying unaudited pro forma condensed combined financial information, the historical consolidated financial statements of DICK’S Sporting Goods and Foot Locker have been adjusted to depict the accounting for the Merger in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).  The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable under the circumstances. All adjustments are preliminary and subject to change.
 
Under the terms of the Merger Agreement, each share of common stock, $0.01 par value per share, of Foot Locker (“Foot Locker Common Stock”) issued and outstanding immediately prior to the effective time of the Merger (other than cancelled shares and converted shares) will be automatically converted into the right to receive, without interest, at the election of the holder of such share of Foot Locker Common Stock: (a) $24.00 per share in cash (the “Cash Merger Consideration”) or (b) 0.1168 (the “Exchange Ratio”) shares of common stock (the “Stock Merger Consideration”) of the Company (“Company Common Stock”).  The election is not subject to a minimum or maximum amount of cash consideration or stock consideration.  The election deadline for Foot Locker shareholders of record to elect the form of consideration that they wish to receive in connection with the Merger was 5:00 p.m., Eastern Time on August 29, 2025 (the “Election Deadline”). Final elections as of the Election Deadline are reflected in the accompanying unaudited pro forma financial information.
 
The Merger Agreement provides that:
 

 •
each outstanding Foot Locker time-based restricted stock unit held by an employee and each outstanding performance stock unit will be converted based on the Stock Merger Consideration into a DICK’S Sporting Goods time-based restricted stock unit (with any applicable performance goals being deemed achieved at levels determined under the applicable award agreement or plan if not addressed in the award agreement), which will otherwise continue to be subject to the same terms and conditions applicable to such award;
 

 •
each outstanding Foot Locker restricted stock unit (including any deferred units) held by a non-employee director will become fully vested (to the extent unvested) and converted into cash based on the Cash Merger Consideration; and
 

 •
each outstanding in-the-money option, whether or not vested, will be cancelled and converted into the right to receive an amount in cash equal to the product of (a) the total number of shares of Foot Locker Common Stock subject to such option multiplied by (b) the excess, if any, of the Cash Merger Consideration over the exercise price of such option (with any out-of-the-money options cancelled for no consideration).
 
In connection with the Merger Agreement, DICK’S Sporting Goods entered into a commitment letter, dated as of May 15, 2025, among DICK’S Sporting Goods and Goldman Sachs Bank USA (“GS Bank”), supplemented by the joinder on May 30, 2025 of certain other financial institutions, pursuant to which GS Bank and such other financial institutions agreed to provide a senior unsecured 364-day bridge term loan credit facility in an aggregate principal amount of up to $2.4 billion (the “Bridge Facility”) for the purpose of financing all or a portion of the Merger and related costs and expenses. The availability of the Bridge Facility commitments is conditioned on the consummation of the Merger in accordance with the Merger Agreement and certain other customary closing conditions.
 
In June 2025, the aggregate Bridge Facility commitments were reduced to $1.75 billion, following the receipt of requisite consents to effect certain proposed amendments that govern the Foot Locker Notes in connection with Company’s $400.0 million Exchange Offer for any and all of the outstanding Foot Locker Notes, as well as the Company’s entry into a new revolving credit facility during the current quarter.
 
The Merger will be accounted for as a business combination using the acquisition method with DICK’S Sporting Goods assumed to be the accounting acquirer in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”). Under this method of accounting, the consideration transferred will be allocated to Foot Locker’s assets acquired and liabilities assumed mostly based upon their estimated fair values at the closing date. Any differences between the fair value of the consideration transferred and the fair value of the assets acquired, and liabilities assumed will be recorded as goodwill. The process of valuing the net assets of Foot Locker at the closing date, the allocation of the consideration transferred, as well as evaluating accounting policies for conformity, is preliminary and represents DICK’S Sporting Goods current best estimate and is subject to revision.
 
The unaudited pro forma condensed combined financial information and related notes are provided for illustrative purposes only and do not purport to represent what the combined company’s actual results of operations or financial position would have been had the Merger been completed on the dates indicated, nor are they necessarily indicative of the combined company’s future results of operations or financial position for any future period. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. It is likely that the actual adjustments upon the completion of the Merger will differ from the pro forma adjustments, and it is possible the differences may be material.
 
The following unaudited pro forma condensed combined financial information gives effect to the Merger, which includes adjustments for the following:
 

 •
certain reclassifications to conform Foot Locker’s historical financial statement presentation to DICK’S Sporting Goods’ historical financial statement presentation;
 

 •
adjustments to reflect purchase accounting under ASC 805; and
 

 •
non-recurring transaction costs in connection with the Merger.
 
1
Unaudited Pro Forma Condensed Combined Balance Sheet
As of August 2, 2025
(in thousands)


  
DICK’S Sporting
Goods, Inc. (Historical)
    
Foot Locker, Inc.
(Historical, adjusted)
    
Transaction
Accounting
Adjustments
    
Notes
    
Pro Forma Combined
  
ASSETS
                              
CURRENT ASSETS
                              
Cash and cash equivalents
  
$
1,231,022
    
$
299,000
    
$
(227,895
)
  
3A1
    
$
1,178,844
  
                     
(62,319
)
  
3D

       
                     
(2,000
)
  
3E

       
                     
(6,664
)
  
3H

       
                     
(52,300
)
  
3I

       
Accounts receivable, net
    
223,879
      
153,000
      
-
            
376,879
  
Income taxes receivable
    
29,792
      
-
      
-
            
29,792
  
Inventories, net
    
3,403,914
      
1,709,000
      
-
            
5,112,914
  
Prepaid expenses and other current assets
    
165,440
      
211,000
      
-
            
376,440
  
Total current assets
    
5,054,047
      
2,372,000
      
(351,178
)
          
7,074,869
  
Property and equipment, net
    
2,431,782
      
899,000
      
80,000
    
3B

   
3,410,782
  
Operating lease assets
    
2,424,625
      
2,052,000
      
(126,000
)
  
3K

   
4,350,625
  
Intangible assets, net
    
58,598
      
227,000
      
423,000
    
3C

   
708,598
  
Goodwill
    
245,857
      
655,000
      
(420,666
)
  
3M

   
480,191
  
Deferred income taxes
    
3,387
      
41,000
      
-
            
44,387
  
Other assets
    
472,475
      
261,000
      
(105,255
)
  
3A2
      
624,284
  
                     
(3,936
)
  
3E

       
TOTAL ASSETS
  
$
10,690,771
    
$
6,507,000
    
$
(504,035
)
        
$
16,693,736
  
LIABILITIES AND STOCKHOLDERS' EQUITY
                                      
CURRENT LIABILITIES
                                      
Accounts payable
  
$
1,401,800
    
$
542,000
    
$
-
          
$
1,943,800
  
Accrued expenses
    
666,451
      
357,000
      
29,495
    
3G

   
1,052,946
  
Operating lease liabilities
    
504,975
      
482,000
      
-
            
986,975
  
Income taxes payable
    
34,391
      
-
      
-
            
34,391
  
Deferred revenue and other liabilities
    
371,900
      
108,000
      
-
            
479,900
  
Total current liabilities
    
2,979,517
      
1,489,000
      
29,495
            
4,498,012
  
LONG-TERM LIABILITIES
                                      
Revolving credit borrowings
    
-
      
-
      
-
            
-
  
Long-term debt and obligations under finance leases
    
1,484,707
      
440,000
      
1,473
    
3E

   
1,903,808
  
 
                    
(22,372
)
  
3J

       
Long-term operating lease liabilities
    
2,619,090
      
1,843,000
      
-
            
4,462,090
  
Deferred income tax
    
40,535
      
-
      
87,273
    
3L

   
127,808
  
Other long-term liabilities
    
211,836
      
157,000
      
-
            
368,836
  
Total long-term liabilities
    
4,356,168
      
2,440,000
      
66,374
            
6,862,542
  
COMMITMENTS AND CONTINGENCIES
    
-
      
-
      
-
            
-
  

2
Unaudited Pro Forma Condensed Combined Balance Sheet
As of August 2, 2025
(in thousands)


  
DICK’S Sporting
Goods, Inc. (Historical)
    
Foot Locker, Inc.
(Historical, adjusted)
    
Transaction Accounting
Adjustments
    
Notes
    
Pro Forma Combined
  
STOCKHOLDERS’ EQUITY
                              
Common stock
    
556
      
817,000
      
100
    
3A1
      
656
  
 
                    
(817,000
)
  
3F
       
Class B common stock
    
236
      
-
      
-
      
   
236
  
Additional paid-in capital
    
1,502,184
      
-
      
2,105,363
    
3A1, 3G
   
3,607,547
  
Retained earnings
    
6,843,448
      
2,093,000
      
876
    
3A2
   
6,716,081
  
 
                    
(62,319
)
  
3D
       
 
                    
(2,093,000
)
  
3F
       
 
                    
(65,924
)
  
3G
       
Accumulated other comprehensive loss
    
(426
)
    
(327,000
)
    
327,000
    
3F
   
(426
)
Treasury stock, at cost
    
(4,990,912
)
    
(5,000
)
    
5,000
    
3F
   
(4,990,912
)
Total stockholders’ equity
    
3,355,086
      
2,578,000
      
(599,904
)
          
5,333,182
  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  
$
10,690,771
    
$
6,507,000
    
$
(504,035
)
        
$
16,693,736
  

See accompanying notes to unaudited pro forma condensed combined financial information.

3
Unaudited Pro Forma Condensed Combined Statement of Operations
For the twenty-six weeks ended August 2, 2025
(USD in thousands, except per share amounts)

   
DICK’S Sporting
Goods, Inc. (Historical)
    
Foot Locker, Inc.
(Historical, adjusted)
    
Transaction
Accounting
Adjustments
    
Notes
    
Pro Forma Combined
  
Net Sales
  
$
6,821,293
    
$
3,651,000
      
-
          
$
10,472,293
  
Cost of goods sold, including occupancy and distribution costs
    
4,304,935
      
2,693,000
      
1,474
    
4A
   
6,979,660
  
                     
(19,749
)
  
4J
       
GROSS PROFIT
    
2,516,358
      
958,000
      
18,275
      
   
3,492,633
  
Selling, general and administrative expenses
    
1,664,265
      
1,255,000
      
337
    
4A
   
2,919,791
  
                     
189
    
4D
       
Merger and integration costs
    
8,028
      
-
      
-
      
   
8,028
  
Pre-opening expenses
    
25,763
      
-
      
-
      
   
25,763
  
INCOME FROM OPERATIONS
    
818,302
      
(297,000
)
    
17,749
      
   
539,051
  
Interest expense
    
28,256
      
11,000
      
240
    
4G
   
41,295
  
                     
1,799
    
4H
       
Other expense (income)
    
(67,493
)
    
(8,000
)
    
-
      
   
(75,493
)
INCOME BEFORE INCOME TAXES
    
857,539
      
(300,000
)
    
15,710
      
   
573,249
  
Provision for income taxes
    
211,849
      
101,000
      
4,085
    
4I
   
316,934
  
NET INCOME
  
$
645,690
    
$
(401,000
)
  
$
11,625
          
$
256,315
  
EARNINGS PER COMMON SHARE:
                                      
Basic
  
$
8.15
    
$
(4.20
)
                
$
2.89
  
Diluted
  
$
7.95
    
$
(4.20
)
                
$
2.82
  
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
                                      
Basic
    
79,244
      
95,404
                    
88,826
  
Diluted
    
81,259
      
95,404
                    
91,017
  

See accompanying notes to unaudited pro forma condensed combined financial information.

4
Unaudited Pro Forma Condensed Combined Statement of Operations
For the year ended February 1, 2025
(USD in thousands, except per share amounts)

   
DICK’S Sporting
Goods, Inc. (Historical)
    
Foot Locker, Inc.
(Historical, adjusted)
    
Transaction
Accounting
Adjustments
    
Notes
    
Pro Forma Combined
  
Net Sales
  
$
13,442,849
    
$
7,988,000
      
-
          
$
21,430,849
  
Cost of goods sold, including occupancy and distribution costs
    
8,617,153
      
5,785,000
      
8,737
    
4A
   
14,371,392
  
                     
(39,498
)
  
4J
       
GROSS PROFIT
    
4,825,696
      
2,203,000
      
30,761
      
   
7,059,457
  
Selling, general and administrative expenses
    
3,294,272
      
2,100,000
      
2,296
    
4A
   
5,468,119
  
                     
(5,000
)
  
4B
       
                     
3,963
    
4D
       
                     
65,924
    
4E
       
                     
6,664
    
4F
       
Merger and integration costs
    
-
      
-
      
58,964
    
4C
   
58,964
  
Pre-opening expenses
    
57,492
      
-
      
-
      
   
57,492
  
INCOME FROM OPERATIONS
    
1,473,932
      
103,000
      
(102,050
)
    
   
1,474,882
  
Interest expense
    
52,987
      
24,000
      
3,355
    
4C
   
84,400
  
                     
480
    
4G
       
                     
3,578
    
4H
       
Other expense (income)
    
(98,088
)
    
28,000
      
(876
)
  
4K
   
(70,964
)
INCOME BEFORE INCOME TAXES
    
1,519,033
      
51,000
      
(108,587
)
    
   
1,461,446
  
Provision for income taxes
    
353,725
      
33,000
      
(8,755
)
  
4I
   
377,970
  
NET INCOME
  
$
1,165,308
    
$
18,000
    
$
(99,832
)
        
$
1,083,476
  
EARNINGS PER COMMON SHARE:
                                      
Basic
  
$
14.48
    
$
0.19
                  
$
12.03
  
Diluted
  
$
14.05
    
$
0.19
                  
$
11.69
  
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
                                      
Basic
    
80,468
      
95,000
                    
90,050
  
Diluted
    
82,929
      
95,500
                    
92,652
  

See accompanying notes to unaudited pro forma condensed combined financial information.

5
Note 1. Notes to Unaudited Pro Forma Condensed Combined Financial Information
 
Basis of Presentation

The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, of the Securities Act. The historical information of DICK’S Sporting Goods and Foot Locker is presented in accordance with U.S. GAAP.
 
The unaudited pro forma condensed combined financial information is prepared using the acquisition method of accounting in accordance with the business combination accounting guidance under ASC 805, with DICK'S Sporting Goods as the accounting acquirer for the Merger. Under ASC 805, assets acquired and liabilities assumed in a business combination are recognized and measured at the Merger date fair value. Transaction costs associated with a business combination are expensed as incurred. The excess of consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. Accordingly, the Merger Consideration allocation and related adjustments reflected in this unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of fair value.
 
The unaudited pro forma condensed combined financial information is presented as follows:
 

 •
The unaudited pro forma condensed combined balance sheet as of August 2, 2025, was prepared based on (i) the historical unaudited condensed consolidated balance sheet of DICK'S Sporting Goods as of August 2, 2025, and (ii) the historical unaudited condensed consolidated balance sheet of Foot Locker as of August 2, 2025.
 

 •
The unaudited pro forma condensed combined statement of operations for the twenty-six weeks ended August 2, 2025, was prepared based on (i) the historical unaudited condensed consolidated statement of operations of DICK'S Sporting Goods for the twenty-six weeks ended August 2, 2025, and (ii) the historical unaudited condensed consolidated statement of operations of Foot Locker for the twenty-six weeks ended August 2, 2025.
 

 •
The unaudited pro forma condensed combined statement of operations for the year ended February 1, 2025, was prepared based on (i) the historical audited consolidated statement of operations of DICK'S Sporting Goods for the year ended February 1, 2025, and (ii) the historical audited consolidated statement of operations of Foot Locker for the year ended February 1, 2025.
 
The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies, or cost savings that may result from the integration costs that may be incurred. The pro forma adjustments represent DICK’S Sporting Goods best estimates and are based upon currently available information and certain assumptions that DICK’S Sporting Goods believes are reasonable under the circumstances.
 
The unaudited pro forma condensed combined financial information is provided for informational purposes only and may not be indicative of the operating results that would have occurred if the Merger had been completed as of the dates set forth above, nor is it indicative of the future results of DICK’s Sporting Goods following the Merger. In determining the preliminary estimate of fair values of assets acquired and liabilities assumed of Foot Locker, DICK’S Sporting Goods used publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions. The pro forma purchase price allocation relating to the Merger is preliminary and subject to change, as additional information becomes available and as additional analyses are performed. There can be no assurances that the valuations will not result in material changes to this purchase price allocation. Any increase or decrease in fair values of the net assets as compared with the unaudited pro forma condensed combined financial information may change the amount of the total acquisition consideration allocated to goodwill and other assets and liabilities and may impact the Unaudited Pro Forma Condensed Combined Statements of Operations due to adjustments in the depreciation and amortization expense of the adjusted assets.
 
6
Note 2. Accounting Policies and Reclassifications
 
During the preparation of this unaudited pro forma condensed combined financial information, management performed a preliminary review of Foot Locker’s financial information to identify differences in accounting policies compared to those of DICK’S Sporting Goods and differences in financial statement presentation compared to the presentation of DICK’S Sporting Goods. At the time of preparing the unaudited pro forma condensed combined financial information, other than the adjustments described herein, DICK’S Sporting Goods is not aware of any other material differences. However, DICK’S Sporting Goods will continue to perform its detailed review of Foot Locker’s accounting policies. Upon completion of that review, differences may be identified between the accounting policies of DICK’S Sporting Goods and Foot Locker that when conformed could have a material impact on the unaudited pro forma condensed combined financial information.
 
Unaudited Pro Forma Condensed Combined Balance Sheet
As of August 2, 2025
(in thousands)

DICK’S Sporting Goods, Inc.
  
Foot Locker, Inc.
  
Foot
Locker, Inc.
    
Reclassification Adjustments
    
Notes
    
Foot
Locker, Inc.
  
Assets
                            
Current assets
                            
Cash and cash equivalents
  
Cash and cash equivalents
  
$
299,000
                
$
299,000
  
Accounts receivable, net
        
-
      
153,000
    
(2f)
   
153,000
  
Income taxes receivable
        
-
                    
-
  
Inventories, net
  
Merchandise inventories
    
1,709,000
                    
1,709,000
  
Prepaid expenses and other current assets
  
Other current assets
    
364,000
      
(153,000
)
  
(2f)
   
211,000
  
Total Current assets
        
2,372,000
      
-
            
2,372,000
  
Property and equipment, net
  
Property and equipment, net
    
899,000
                    
899,000
  
Operating lease assets
  
Operating lease right-of-use assets
    
2,052,000
                    
2,052,000
  
Intangible assets, net
  
Other intangible assets, net
    
227,000
                    
227,000
  
Goodwill
  
Goodwill
    
655,000
                    
655,000
  
Deferred income taxes
  
Deferred taxes
    
41,000
                    
41,000
  
Other assets
  
Other assets
    
146,000
      
115,000
    
(2b)
   
261,000
  

 
Minority investments
    
115,000
      
(115,000
)
  
(2b)
 
    
-
  
Total Assets
      
$
6,507,000
      
-
          
$
6,507,000
  
Liabilities and Stockholders’ equity
                                  
Current liabilities
                                  
Accounts payable
  
Accounts payable
  
$
542,000
                  
$
542,000
  
Accrued expenses
  
Accrued and other liabilities
    
461,000
      
(51,000
)
  
(2a)
 
    
357,000
  
                 
(25,000
)
  
(2d)
 
        
                 
(28,000
)
  
(2e)
 
        
Operating lease liabilities
  
Current portion of lease obligations
    
482,000
                    
482,000
  

 
Current portion of debt and obligations under finance leases
    
4,000
      
(4,000
)
  
(2c)
 
    
-
  
Income taxes payable
        
-
                    
-
  
Deferred revenue and other liabilities
                
51,000
    
(2a)
 
    
108,000
  
                 
4,000
    
(2c)
 
        
                 
25,000
    
(2d)
 
        
                 
28,000
    
(2e)
 
        
Total Current liabilities
        
1,489,000
      
-
            
1,489,000
  
Revolving credit borrowings
         -                     -  
Long-term operating lease liabilities
  
Long-term lease obligations
    
1,843,000
                    
1,843,000
  

 
Long-term debt and obligations under finance leases
    
440,000
                    
440,000
  
Other long-term liabilities
  
 Other liabilities
    
157,000
                    
157,000
  
Total Long-term liabilities
        
2,440,000
      
-
            
2,440,000
  
Commitments and contingencies
                                  
Stockholders' Equity
                                  
Common stock
  
 Common stock
    
817,000
                    
817,000
  
Class B common stock
                              
-
  
Additional paid-in capital
        
-
      
-
            
-
  
Retained earnings
  
 Retained earnings
    
2,093,000
      
-
            
2,093,000
  
Accumulated other comprehensive loss
  
 Accumulated other comprehensive loss
    
(327,000
)
                  
(327,000
)
Treasury stock, at cost
  
 Treasury stock at cost
    
(5,000
)
                  
(5,000
)
Total stockholders’ equity
        
2,578,000
      
-
            
2,578,000
  
Total liabilities and stockholders’ equity
      
$
6,507,000
      
-
          
$
6,507,000
  

7
(2a) Reclassification of Customer Loyalty Program from “Accrued and Other Liabilities” to “Deferred revenue and other liabilities”.
 
(2b) Reclassification of “Minority Investments” to “Other assets”.
 
(2c) Reclassification of “Current portion of debt and obligations under finance leases” to “Deferred revenue and other liabilities”.
 
(2d) Reclassification of Gift Card Liability from “Accrued and Other Liabilities” to “Deferred revenue and other liabilities”.
 
(2e) Reclassification of Customer Deposit from “Accrued and Other Liabilities” to “Deferred revenue and other liabilities”.
 
(2f) Reclassification of Net Receivables from “Other current assets” to “Accounts receivable, net”.
 
Unaudited Pro Forma Condensed Combined Statement of Operations
For the twenty-six weeks ended August 2, 2025
(in thousands)

DICK’S Sporting Goods,
Inc.
  
Foot Locker, Inc.
  
Foot Locker,
Inc.
    
Reclassification
Adjustments
    
Notes
    
Foot
Locker,
Inc.
  
Net Sales
  
Sales
  
$
3,639,000
    
$
12,000
    
(2g)
    
$
3,651,000
  

 
Other revenue
  

12,000
    

(12,000
 )
 
(2g)
  
  

-  
Cost of goods sold, including occupancy and distribution costs
  
Cost of sales
    
2,629,000
      
83,000
    
(2h)
   
2,693,000
  
                 
(19,000
)
  
(2k)
 
        
GROSS PROFIT
        
1,022,000
      
(64,000
)
          
958,000
  
Selling, general and administrative expenses
  
Selling, general and administrative expenses
    
926,000
      
19,000
    
(2h)
 
    
1,255,000
  
                 
291,000
    
(2i)
 
        
                 
19,000
    
(2k)
 
        

 
Depreciation and amortization
    
102,000
      
(102,000
)
  
(2h)
 
    
-
  

 
Impairment and other
    
291,000
      
(291,000
)
  
(2i)
 
    
-
  
Pre-opening expenses
                
-
            
-
  
INCOME FROM OPERATIONS
        
(297,000
)
    
-
            
(297,000
 )
Interest expense
  
Interest expense, net
    
5,000
      
6,000
    
(2j)
 
    
11,000
  
Other expense (income)
  
Other expense (income), net
    
(2,000
)
    
(6,000
)
  
(2j)
 
    
(8,000
 )
INCOME BEFORE INCOME TAXES
        
(300,000
)
    
-
            
(300,000
 )
Provision for income taxes
  
Income tax expense (benefit)
    
101,000
                    
101,000
  
NET INCOME
      
$
(401,000
)
    
-
          
$
(401,000
 )

8
(2g) Reclassification from “Other revenue” to “Net Sales”.
 
(2h) Reclassification of Depreciation expense from “Depreciation and amortization” to “Selling, general and administrative expenses” and “Cost of goods sold, including occupancy and distribution costs” for Non-Store Assets and Store Assets, respectively.
 
(2i) Reclassification from “Impairment and other” to “Selling, general and administrative expenses”.
 
(2j) Reclassification of Interest income from “Interest expense, net” to “Other expense (income)”.
 
(2k) Reclassification of buyers’ compensation from “Cost of goods sold, including occupancy and distribution costs” to “Selling, general and administrative expenses”.
 
Unaudited Pro Forma Condensed Combined Statement of Operations
For the year ended February 1, 2025
(in thousands)

DICK’S Sporting Goods, Inc.
  
Foot Locker, Inc.
  
Foot Locker, Inc.
    
Reclassification Adjustments
    
Notes
    
Foot Locker, Inc.
  
Net Sales
  
Sales
  
$
7,971,000
    
$
17,000
    
(2l)
 
  
$
7,988,000
  

 
Licensing revenue
    
17,000
      
(17,000
)
  
(2l)
   
-
  
Cost of goods sold, including occupancy and distribution costs
  
Cost of sales
    
5,666,000
      
156,000
    
(2m)
   
5,785,000
  
                 
(37,000
)
  
(2q)
       
GROSS PROFIT
        
2,322,000
      
(119,000
)
          
2,203,000
  
Selling, general and administrative expenses
  
Selling, general and administrative expenses
    
1,920,000
      
41,000
    
(2m)
 
    
2,100,000
  
                 
5,000
    
(2n)
       
                 
97,000
    
(2o)
       
                 
37,000
    
(2q)
 
        

 
Depreciation and amortization
    
202,000
      
(197,000
)
  
(2m)
 
    
-
  
                 
(5,000
)
  
(2n)
 
        

 
Impairment and other
    
97,000
      
(97,000
)
  
(2o)
   
-
  
Pre-opening expenses
                
-
            
-
  
INCOME FROM OPERATIONS
        
103,000
      
-
            
103,000
  
Interest expense
  
Interest expense, net
    
8,000
      
16,000
    
(2p)
      
24,000
  
Other expense (income)
  
Other expense (income), net
    
44,000
      
(16,000
)
  
(2p)
 
    
28,000
  
INCOME BEFORE INCOME TAXES
        
51,000
      
-
            
51,000
  
Provision for income taxes
  
Income tax expense (benefit)
    
33,000
                    
33,000
  
NET INCOME
      
$
18,000
      
-
          
$
18,000
  

(2l) Reclassification from “Licensing revenue” to “Net Sales”.
 
(2m) Reclassification of Depreciation expense from “Depreciation and amortization” to “Selling, general and administrative expenses” and “Cost of goods sold, including occupancy and distribution costs" for Non-Store Assets and Store Assets, respectively.
 
(2n) Reclassification of Amortization expense from “Depreciation and amortization" to “Selling, general and administrative expenses”.
 
(2o) Reclassification from “Impairment and other” to “Selling, general and administrative expenses”.
 
(2p) Reclassification of Interest income from “Interest expense, net” to “Other expense (income)”.
 
(2q) Reclassification of buyers’ compensation from “Cost of goods sold, including occupancy and distribution costs" to “Selling, general and administrative expenses”.
 
9
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
 
Transaction Accounting Adjustments

The adjustments included in the Unaudited Pro Forma Condensed Combined Balance Sheet as of August 2, 2025, are detailed below:
 
(3A1) The accounting for the Merger is based on currently available information and is considered preliminary. The final accounting for the Merger may differ materially from that presented in these unaudited pro forma condensed combined financial information. For the preparation of pro forma financial information, the Cash Merger Consideration and Stock Merger Consideration is reflective of the final Foot Locker share elections as of the Election Deadline.
 
Refer to the following table for the preliminary estimated fair value of consideration transferred:
 
(in thousands)
  
As of August 2, 2025
  
Cash Consideration (Note A)
  
$
222,447
  
Stock Consideration (Note B)
    
2,039,045
  
Add: Settlement of equity awards (1)
    
5,448
  
Add: Pre-combination value of replaced equity awards (2)
    
29,989
  
Add: Fair value of existing equity interest held by DICK’S Sporting Goods (3)
    
106,131
  
Fair value of consideration transferred
  
$
2,403,060
  

(1) Represents the estimated fair value of outstanding Foot Locker DSU Awards, Foot Locker RSU Awards, and in-the-money options that are expected to be settled in cash at close.
 
(2) Represents the estimated fair value of outstanding Foot Locker RSU Awards (other than non-employee director Foot Locker RSU Awards) and Foot Locker PSU Awards granted to employees attributable to pre-combination services as well as Foot Locker executives whose awards will be converted to Company Common Stock as part of their severance package.
 
(3) Represents the estimated fair value of the 4.3 million shares of Foot Locker Common Stock held by DICK’S Sporting Goods based on the Stock Merger Consideration.
 
Note A: Cash Consideration
 
(in thousands, except per share data; figures below may not foot due to rounding of shares)
  
As of August 2, 2025
  
Foot Locker's shares outstanding as of August 29, 2025, whereby the Cash Merger Consideration was elected (excluding shares owned by DICK’S Sporting Goods)
    
9,269
  
Price per share as per Merger Agreement
  
$
24.00
  
Cash Consideration
  
$
222,447
  

Note B: Stock Consideration
 
(in thousands, except per share data; figures below may not foot due to rounding of shares)
  
As of August 2, 2025
  
Foot Locker's shares outstanding as of August 29, 2025, where the Stock Merger Consideration was elected (excluding shares owned by DICK’S Sporting Goods)
    
82,037
  
Exchange Ratio as per Merger Agreement
    
0.1168
  
Total estimated outstanding shares
    
9,582
  
DICK’S Sporting Goods stock price as on August 29, 2025
    
212.80
  
Stock Consideration
  
$
2,039,045
  

 (3A2) In connection with DICK’S Sporting Goods purchase of 4.3 million shares of Foot Locker Common Stock, this adjustment reflects the elimination of DICK’S Sporting Goods’ investment. The associated increase in retained earnings is related to the gain recorded in the Unaudited Pro Forma Condensed Combined Statement of Operations for the year end February 1, 2025. Refer to 4K for more information.
 
10
(In thousands)
  
As of August 2, 2025
  
Common stock
    
100
  
Additional paid-in-capital
    
2,068,934
  
Cash
    
227,895
  
Other assets
    
105,255
  
Retained earnings
    
876
  

The actual value of DICK’S Sporting Goods common stock to be issued will depend on the per share price of DICK’S Sporting Goods common stock at the closing date of the Merger, and therefore, the actual stock consideration will fluctuate with the market price of DICK’S Sporting Goods common stock until the Merger is completed. The following table shows the effect of changes in DICK’S Sporting Goods stock price and the resulting impact on the estimated stock consideration:
 
(In thousands, except per share data)
            
Share Price Sensitivity
  
DICK’S Sporting
Goods Stock Price
    
Consideration
Transferred
  
As presented
  
$
212.80
      
2,403,060
  
10% increase
  
$
234.08
      
2,606,965
  
10% decrease
  
$
191.52
      
2,199,156
  

Preliminary Purchase Price Allocation

The determination of the fair value of the identifiable assets of Foot Locker and the allocation of the estimated Merger consideration to these identifiable assets and liabilities is preliminary and is pending finalization of various estimates, inputs and analyses. The final purchase price allocation will be determined when DICK’S Sporting Goods has completed the detailed valuations and necessary calculations. The final Merger consideration allocation may be materially different than that reflected in the preliminary estimated Merger consideration allocation presented herein. Any increase or decrease in fair values of the net assets as compared with the unaudited pro forma condensed combined financial information may change the allocation of total Merger consideration to goodwill and other assets and liabilities and may impact the combined company statement of operations due to adjustments in the depreciation and amortization of the adjusted assets.
 
(In thousands)
  
Fair value
  
Cash and cash equivalents
  
$
299,000
  
Accounts receivable, net
    
153,000
  
Inventories, net
    
1,709,000
  
Prepaid expenses and other current assets
    
211,000
  
Property and equipment, net
    
979,000
  
Operating lease assets
    
1,926,000
  
Intangible assets, net
    
650,000
  
Other assets
    
257,064
  
Total assets
  
$
6,184,064
  
Accounts payable
    
542,000
  
Accrued expenses
    
415,964
  
Current portion of lease obligations
    
482,000
  
Deferred revenue and other liabilities
    
108,000
  
Long-term debt and obligations under finance leases
    
421,101
  
Long-term operating lease liabilities
    
1,843,000
  
Deferred income taxes
    
46,273
  
Other long-term liabilities
    
157,000
  
Net assets acquired
    
2,168,726
  
Goodwill
    
234,334
  
Fair value of consideration transferred
  
$
2,403,060
  

11
Goodwill represents the excess of the preliminary estimated Merger consideration over the estimated fair value of the underlying net assets acquired. Goodwill will not be amortized but instead will be reviewed for impairment annually, or more frequently if facts and circumstances warrant a review. Goodwill is attributable to the assembled workforce of Foot Locker, planned growth in new markets, and synergies expected to be achieved from the combined operations of DICK’S Sporting Goods and Foot Locker. Goodwill recognized in the Merger is not expected to be deductible for tax purposes.
 
 
(3B)
Reflects the preliminary estimated fair value adjustment to property and equipment acquired in the Merger. The fair value of property and equipment is subject to change.
 
Fair value of Property and Equipment, net:
 
(In thousands)
  
Carrying Value
as on August 2,
2025
    
Step-up / (down)
value
    
Fair value
  
Land
  
$
3,000
    
$
12,000
    
$
15,000
  
Buildings
    
9,000
      
45,000
      
54,000
  
Furniture, fixtures, equipment
    
403,000
      
(11,000
)
    
392,000
  
Software development costs
    
59,000
      
-
      
59,000
  
Assets under finance leases
    
43,000
      
-
      
43,000
  
Alterations to leased and owned buildings
    
382,000
      
34,000
      
416,000
  
Total property, plant and equipment acquired and pro forma adjustment
  
$
899,000
    
$
80,000
    
$
979,000
  

 
(3C)
Reflects the preliminary estimated asset fair value adjustment to the identifiable intangible assets acquired, primarily consisting of tradenames and trademarks. The fair value of intangible assets is subject to change as DICK’S Sporting Goods finalizes various estimates, inputs and analyses.
 
Fair Value of Intangible Assets:
 
(In thousands)
  
Carrying Value
as on August 2,
2025
    
Step-(down) / up
value
    
Fair value
  
Lease acquisition costs
  
$
1,000
    
$
(1,000
)
  
$
-
  
Trademarks & tradenames
    
226,000
      
424,000
      
650,000
  
Total identifiable intangible assets and pro forma adjustment
  
$
227,000
    
$
423,000
    
$
650,000
  

 
(3D)
Reflects one-time non-recurring transaction-related costs of approximately $62.3 million incurred prior to, or concurrent with, the closing of the Merger including bank fees, legal fees, consulting fees, structuring & upfront fees paid for bridge loan commitments, exchange fee related to senior note exchange, costs related to Directors & Officers insurance and other transaction costs estimated to be incurred by DICK’S Sporting Goods.
 
 
(3E)
Reflects a $2.0 million decrease to cash against the decrease in Long-term debt and obligations under finance leases related to the payment made to noteholders for the bond fee associated with the exchange of the Foot Locker Notes; a $1.5 million increase to Long-term debt and obligations under finance leases  against the increase in goodwill related to the reversal of outstanding deferred financing cost balance of the Foot Locker Notes; and a $3.9 million decrease to Other assets against the increase in Goodwill related to the reversal of outstanding deferred financing cost balance of Foot Locker’s revolving credit facility.
 
 
(3F)
Reflects the elimination of Foot Locker’s historical equity.
 
12
 
(3G)
Reflects an accrual for the expected cash payment of $29.5 million for severance benefits expected to be paid within 6 to 12 months of transaction close and the fair value of $36.4 million for the acceleration of replaced awards by executives.
 
 
(3H)
Reflects increase in the liabilities assumed of $6.7 million related to retention bonus for certain Foot Locker employees and associated payment at close of the Merger.
 
 
(3I)
Reflects increase in the liabilities assumed of $52.3 million related to estimated seller’s transaction costs and associated payment at close of the Merger.
 
 
(3J)
Reflects the fair value adjustment of $22.4 million related to the Foot Locker Notes assumed and not extinguished as of the closing of the Merger.
 
 
(3K)
Reflects a preliminary purchase accounting adjustment of $126.0 million to record unfavorable contractual lease balance when compared to market terms. The fair value of leases is subject to change as DICK’S Sporting Goods finalizes various estimates, inputs and analyses.
 
 
(3L)
Represents a $87.3 million adjustment to deferred tax liabilities primarily as a result of the pro forma adjustments for assets acquired and liabilities assumed - specifically, relative to fair market value adjustments to assets and an adjustment to the acquired deferred tax liability for Goodwill which resets as a result of the Merger. These estimates are preliminary as adjustments to our deferred taxes could change due to further refinement of our statutory income tax rates used to measure our deferred taxes, changes in judgment regarding realizability of assets, and changes in the estimates of the fair values of assets acquired and liabilities assumed that may occur in conjunction with the closing of the Merger. These changes in estimates could be material.
 
 
(3M)
Represents the adjustment to goodwill based on the purchase price allocation, as described above.
 
(In thousands)
  
Amounts
  
Goodwill resulting from the Merger
  
$
234,334
  
Less: Elimination of Foot Locker’s historical Goodwill
    
(655,000
)
Pro forma adjustment
  
$
(420,666
)
 
Note 4. Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
 
The adjustments included in the Unaudited Pro Forma Condensed Combined Statements of Operations for the twenty-six weeks ended August 2, 2025, and for the year ended February 1, 2025, and are as follows:
 
Transaction Accounting Adjustments

 
(4A)
Reflects adjustment to depreciation expense, on a straight-line basis based on the preliminary fair value of Property and equipment, net and the related useful life. Depreciation expense is split between “Cost of goods sold, including occupancy and distribution costs” and “Selling, general and administrative expenses”.
 
(In thousands)
  
Useful Life
    
Fair Value
    
Incremental
depreciation expense
for the twenty-six
weeks ended August
2, 2025
    
Incremental
depreciation
expense for the
year ended
February 1,
2025
  
Land
  
n/a
    
$
15,000
    
$
-
      
n/a
  
Buildings
  
20
      
54,000
      
657
      
1,313
  
Furniture, fixtures, equipment
  
2 - 8
      
392,000
      
69,000
      
138,000
  
Software development costs
  
3
      
59,000
      
15,000
      
30,000
  
Assets under finance leases
  
7 - 10
      
43,000
      
2,500
      
5,000
  
Alterations to leased and owned buildings
  
11
      
416,000
      
17,000
      
34,000
  
Total property and equipment acquired
          
979,000
      
104,157
      
208,313
  
Less: Historical depreciation expense
                  
(102,346
)
    
(197,280
)
Pro forma adjustment for incremental depreciation expense
                
$
1,811
    
$
11,033
  

13
 
(4B)
Reflects adjustment to amortization expense, on a straight-line basis based on the preliminary fair value of Intangible assets, net and the related useful life.
 
(In thousands)
  
Useful Life
    
Fair Value
    
Amortization
expense for the
twenty-six weeks
ended August 2,
2025
    
Amortization
expense for the
year ended
February 1, 2025
  
Trademarks & tradenames
  
n/a
    
$
650,000
      
-
      
-
  
Total identifiable intangible assets
          
650,000
      
-
      
-
  
Less: Historical Amortization expense
                  
-
      
5,000
  
Pro forma adjustment for incremental amortization expense
                
$
-
    
$
(5,000
)

 
(4C)
Reflects estimated non-recurring transaction-related expenses of $62.3 million incurred by DICK’S Sporting Goods, including legal, accounting and regulatory fees directly associated with the Merger. Out of these expenses, $59.0 million are charged under Merger and integration costs and $3.4 million pertaining to structuring & upfront fee on bridge loan commitments are charged as Interest expense. These non-recurring expenses are not anticipated to affect the Unaudited Pro Forma Condensed Combined Statement of Operations beyond twelve months after the closing date.
 
 
(4D)
Represents the adjustment to record the elimination of Foot Locker’s historical stock-based compensation expense and recognition of new stock-based compensation expense for the post-combination portion of the Foot Locker RSU Awards and Foot Locker PSU Awards that are expected to be replaced by DICK’S Sporting Goods RSUs, respectively, at the closing of the Merger.
 
(In thousands)
  
For the twenty-six
weeks ended August
2, 2025
    
For the Year Ended
February 1, 2025
  
Post-combination stock-based compensation expense
  
$
6,560
    
$
14,932
  
Less: Historical stock-based compensation expense
    
(6,371
)
    
(10,969
)
Pro forma adjustment
  
$
189
    
$
3,963
  

 
(4E)
Represents the adjustment to DICK’S Sporting Goods selling, general and administrative expenses to record a one-time post-combination expense related to paid severance costs of $65.9 million for executives of Foot Locker, including cash severance and the acceleration of unvested Foot Locker RSU Awards and Foot Locker PSU Awards held by executives.
 
 
(4F)
The adjustment represents $6.7 million of additional cash retention bonus to certain employees of Foot Locker that remain employed six months after the closing of the Merger.
 
 
(4G)
Reflects the adjustment to record amortization of exchange fee of $0.2 million and $0.5 million out of the total of $2.0 million, incurred on the same for the twenty-six weeks ended August 2, 2025, and for the year ended February 1, 2025, respectively.
 
 
(4H)
Reflects the adjustment to record interest expense for accretion of the preliminary fair value of the Foot Locker Notes assumed and not extinguished as of the closing of the Merger.  In addition, this also reflects the reversal of historical amortization of transaction fees related to both the Foot Locker Notes and Foot Locker’s revolving credit facility, recorded in the income statement of Foot Locker for the twenty-six weeks ended August 2, 2025, and for the year ended February 1, 2025, respectively.
 
14
 
(4I)
Reflects estimated income tax impact of $4.1 million and $(8.8) million related to the Transaction Accounting Adjustments for the twenty-six weeks ended August 2, 2025, and for the year ended February 1, 2025, respectively. Tax-related adjustments are based upon an estimated statutory tax rate of 26%. The estimated blended statutory tax rate used for the unaudited pro forma condensed combined financial information will likely vary from the actual effective tax rates in periods as of and subsequent to the completion of the Merger.
 
 
(4J)
Represents an adjustment of $19.7 million and $39.5 million to reverse amortization expense for unfavorable contractual lease term when compared to market for the twenty-six weeks ended August 2, 2025, and for the year ended February 1, 2025, respectively. The fair value of leases is subject to change as DICK’S Sporting Goods finalizes various estimates, inputs and analyses.
 
 
(4K)
Represents the recognition of one-time gain associated with DICK’S Sporting Goods investment in Foot Locker reflected in the Unaudited Pro Forma Condensed Combined Statement of Operations for the year end February 1, 2025.
 
Note 5. Earnings Per Share
 
The following tables set forth the computation of pro forma basic and diluted earnings per share for the year ended February 1, 2025, and twenty-six weeks ended August 2, 2025.
 
(in thousands, except per share data)
            
Numerator (basic and diluted):
  
For the year
ended February
1, 2025
    
For the twenty-six
weeks ended
August 2, 2025
  
Pro forma net income attributable to common shares
  
$
1,083,476
    
$
256,315
  
Denominator:
                
Weighted-average number of common shares outstanding - basic
    
90,050
      
88,826
  
Weighted-average number of common shares outstanding - diluted
    
92,652
      
91,017
  
Pro forma earnings per share:
                
Basic
  
$
12.03
    
$
2.89
  
Diluted
  
$
11.69
    
$
2.82
  

(in thousands)
  
For the year
ended February
1, 2025
    
For the twenty-six
weeks ended
August 2, 2025
  
Denominator for Basic
            
Historical weighted-average number of common shares outstanding
    
80,468
      
79,244
  
Shares of DICK’S Sporting Goods common stock issued as consideration transferred
    
9,582
      
9,582
  
Total weighted average common shares outstanding (basic)
    
90,050
      
88,826
  
                 
Denominator for Diluted
                
Historical weighted-average number of common shares outstanding
    
82,929
      
81,259
  
Shares of DICK’S Sporting Goods common stock issued as consideration transferred
    
9,582
      
9,582
  
Replacement of Foot Locker's employee PSU and RSU awards
    
141
      
176
  
Total weighted average common shares outstanding (diluted)
    
92,652
      
91,017
  


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