SecProbe.io

Mail Stop 3561
May 27, 2016

Teri L. List -Stoll
Executive Vice President and Chief Financial Officer
Dick's Sporting Goods,  Inc.
345 Court Street
Coraopolis, Pennsylvania 15108

Re: Dick's Sporting Goods,  Inc.
 Form 10-K for the Fiscal Year Ended January 30, 2016
Filed March 25, 2016
Form 8 -K
Filed March 8, 2016
File No. 001 -31463

Dear Ms. List -Stoll :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will res pond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended Jan uary 30, 2016

Business Strategy , page 4

1. In future filings, please expand the discussion of your strategy of growing your private
brands.  Specifically, please disclose the percentage of sales attributable to private
brands, both your own and those you li cense from third parties.  Please tell us whether a
material amount of your business is dependent upon one or more third party license(s)
and, if so, disclose the material terms of the license agreement(s).

Teri L. List -Stoll
Dick's Sporting Goods,  Inc.
 May 27, 2015
 Page 2

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations , page 20

2. Please expand this section to discuss known material trends and uncertainties that will
have, or are reasonably likely to have, a material impact on your revenues or income or
result in your liquid ity decreasing or increasing in any material way.   In this regard, we
note your indication in your most recent earnings call that consolidation in your
marketplace is putting short -term pressure on your business.  In future filings please
discuss this tren d and provide additional analysis concerning how this trend may impact
the quality and variability of your earnings and cash flows.   See Item 303 of Regulation
S-K and SEC Release No. 33 -8350.   Please tell us what this disclosure will look like.

3. In future filings, please revise your disclosure to discuss your intentions with respect to
new store openings.  As a related matter, please also discuss anticipated capital
expenditures associated with new store openings and the source(s) of such funds.  Ple ase
tell us what this disclosure will look like.

Results of Operations

Fiscal 2015 (52 weeks) Compared to Fiscal 2014 (52 weeks), page 22

4. We note your discussion of the decrease in consolidated annual same store sales at the
bottom of page 22.  Your cur rent analysis of this decline in same store sales focuses on
record setting warm weather during the second half of your fiscal year and its resulting
negative impact on the sale of cold weather related categories.  However, we note that
your consolidated s ame store sales declined in each quarter of fiscal 2015 when
compared to the comparable quarter of the prior year.  Please tell us how you considered
also discussing the factors that contributed to the slower rate of growth in same store
sales during the f irst half of your fiscal year, and particularly your second quarter, to
provide a complete picture of your performance during fiscal 2015.  Also tell us how you
considered whether the underlying factors that caused each quarter of fiscal 2015 to have
lower  same store sales growth than the comparable quarter of the prior year represent a
larger ongoing trend that should be disclosed to your investors or present uncertainty
about your performance in fiscal 2016 that should be disclosed to your investors.  We
note this trend continued in the first quarter of fiscal 2016, which saw lower same store
sales growth than the first quarter of fiscal 2015.  Refer to Item 303(A)(3)(ii) of
Regulation S -K and Section III.B.3 of our Release No. 33 -8350.

Teri L. List -Stoll
Dick's Sporting Goods,  Inc.
 May 27, 2015
 Page 3

 Item 8. Financial Statement and Supplementary Data

Notes to Consolidated Financial Statements

1. Basis of Presentation and Summary of S ignificant Accounting Policies

Revenue Recognition, page 45

5. We note your disclosure that you will recognize revenue from eCommerce sale s upon
shipment of merchandise.  Please tell us why you believe the earnings process is
complete and revenue recognition is appropriate upon shipment of the product rather than
upon delivery.  Your response should specifically address the point at which ti tle to the
product and/or service and all risks of ownership, including risk of loss, pass to the
customer.  Please refer to SAB Topic 13.

7. Debt, page 50

6. We note that your $1 billion senior secured revolving credit agreement restricts your
ability to  pay distributions on capital stock.  Please explain to us in reasonable detail how
this credit agreement defines distributions, and explain to us whether this applies to your
payment of quarterly dividends.  Also tell us how you considered the applicabili ty of the
disclosure requirements of Rule 4 -08(e) of Regulation S -X and Schedule I as described in
Rule 5 -04 of Regulation S -X.

Schedule II.  Valuation and Qualifying Accounts, page 64

7. We note that charges to your inventory reserve decreased in fiscal 2015 as compared to
fiscal 2014.  We also note that your inventory balance increased in fiscal 2015 and you
had declining sales in cold -weather categories that caused you to experience a decline in
same store sales during the second half of 2015.  Please t ell us in reasonable detail how
you reasonably determined that the inventory reserve amount as of December 31, 2015
was adequate.  Also apply this comment to your inventory reserve amount as of April 30,
2016.

Form 8 -K Filed March 8, 2016

8. Please refer to  the press release furnished under Item 2.02 of Form 8 -K.  On the second
page of your press release, your discussion of your balance sheet states that you are
comfortable with current inventory levels, given planned growth and merchandise that
will be retu rned to vendors.  Please explain to us in more detail your reference to
merchandise that will be returned to vendors.  If this relates to damaged or defective
merchandise, please explain to us in more detail why damaged or defective merchandise
awaiting re turn to vendors increased in fiscal 2015 such that it would explain your higher
inventory levels.  If this reference to merchandise that will be returned to vendors is

Teri L. List -Stoll
Dick's Sporting Goods,  Inc.
 May 27, 2015
 Page 4

 referring to returns for reasons other than damage or defection, please explain to us in
detail the return policies of your vendors, how the vendor return policies impact when
you record or remove inventory from your balance sheet, and how you have disclosed the
existence and impact of these vendor return policies to your investors in your Fo rm 10 -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since  the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement f rom the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action wit h respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Melissa Blume, Staff Accountant at  (202) 551 -7128 or me at (202) 551 -
3737  if you have questions regarding comments on the financial statements and related matters.
Please contact  Scott Anderegg,  Staff Attorney  at (202) 551 -3342  or Mara Ransom, Assistant
Director  at (202) 551 -3264  with any  other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products