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CORRESP
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DICK'S SPORTING GOODS, INC.   CORRESP

    Jeremiah G. Garvey

412 562 8811

jeremiah.garvey@bipc.com

    One Oxford Centre

301 Grant Street, 20th Floor

Pittsburgh, PA 15219-1410

T 412 562 8800

F 412 562 1041

www.buchananingersoll.com

August 10, 2007

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Attn: Adam Phippen

    Re:

    Dick’s Sporting Goods, Inc.

Form 8-K Filed June 5, 2007 (the “Form 8-K”)

File No. 1-31463

Dear Mr. Phippen:

This letter is written on behalf of our client, Dick’s Sporting Goods, Inc. (the “Company”), in
response to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) that were contained in your letter dated June 29, 2007 (the “Comment Letter”). Each
of the responses set forth below has been provided by the Company. For ease of reference, each
comment contained in the Comment Letter is printed below in bold text and is followed by the
Company’s response.

1. We reviewed your response to comment one from our letter dated June 7, 2007. Regarding your
accounting policies for construction allowances received prior to a store’s grand opening where you
are deemed the owner during the construction period and which qualifies for sale-leaseback
accounting upon completion of construction, please explain to us your basis for presenting cash
received prior to the grand opening as operating cash inflows and your basis for reclassifying
amounts previously reflected in operating cash flows to proceeds from sale-leaseback transactions
in investing cash flows. It appears to us that the reduction in the non-cash obligations for
construction in progress — leased facilities (or deferred construction allowances) upon a
sale-leaseback transaction should be reported as a non-cash investing activity.

The Company’s intent in presenting its cash flows in its amended financial statements was to
reflect all monies received by the Company for Construction Allowances from landlords at stores
where the Company is considered the owner during the construction

Adam Phippen

August 10, 2007

Page 2

period and for which
sale-leaseback accounting criteria have been met as “Proceeds from sale leaseback transactions”
within investing activities. If the Company received cash prior to a store’s grand opening date,
these monies were previously shown as a change in “Accounts receivable” within the operating
activities section of the Company’s consolidated statements of cash flows. Once construction was
completed and if the criteria for sale-leaseback accounting were met, the Company reclassified cash
amounts previously received for Construction Allowances prior to the grand opening date and
recorded as a change in “Accounts Receivable” within operating activities to “Proceeds from sale
leaseback transactions” within the investing activities section of the consolidated statements of
cash flows. This reclassification of cash flow presentation had no net impact on the Company’s
consolidated statements of cash flows. Any additional monies received subsequent to the grand
opening date were reported as cash inflows from investing activities on the “Proceeds from sale
leaseback transactions” line item. As a result of this activity, all cash received by the Company
for Construction Allowances from landlords at stores where the Company is considered the owner
during the construction period and for which sale-leaseback accounting criteria had been met was
recorded as “Proceeds from sale leaseback transactions” within investing activities. The Company
has conducted further review and has concluded that this non-cash reclassification was not
supported by the requirements of FASB 95.

Further consideration and review of the accounting literature related to the treatment of these
cash flows has caused the Company to conclude that Construction Allowances from landlords at stores
where the Company is considered the owner during the construction period received prior to meeting
the criteria for sale-leaseback accounting under FASB 98 would more properly be reflected as a
financing cash flow activity as opposed to an operating cash flow activity. The Company believes
financing cash flow activity is appropriate since (1) the Company is the owner of the asset during
construction and is receiving funding from a third party and (2) the Company would record the lease
as a capital lease should sale-leaseback accounting criteria not be met. The Company believes that
treating proceeds received from a third party during the construction period that are used to
assist in financing construction of the store are consistent with the cash inflows from financing
activities described in paragraph 18 and 19 of FASB 95. Such leases would be recorded as a capital
lease if sale-leaseback accounting criteria are not achieved once the construction period is
completed. The Company believes that these cash receipts should be reported as cash inflows
related to financing activities since the lease is capital in nature at the point in time the
Construction Allowances are received by the Company. Subsequent cash reimbursements from landlords
related to Construction Allowances after the sale-leaseback accounting criteria have been satisfied
will be presented as “Proceeds from sale leaseback transactions” as a component of investing
activities within the consolidated statements of cash flows. Operating cash flow activity
classification for Construction Allowances would only be appropriate for stores where the Company
is not considered the owner during the construction period since the Construction Allowances are
treated for accounting purposes as an adjustment to rent expense when landlord allowances are
provided to a tenant under an operating lease.

Adam Phippen

August 10, 2007

Page 3

FASB 95 does not identify rent payments on
operating leases as investing or financing activities. This treatment is also consistent with the
SEC staff’s views summarized in a letter from the Office of the Chief Accountant to the AICPA dated
February 7, 2005.

The Company agrees that the reduction in “Non-cash Obligations for Construction in Progress —
Leased Facilities” is a non-cash activity. The asset recorded within “Construction in Progress —
Leased Facilities” and the liability recorded within “Non-cash Obligations for Construction in
Progress — Leased Facilities” that are eliminated at the end of the construction period when the
sale and leaseback transaction has been completed are excluded from the consolidated statements of
cash flows as their elimination represents non-cash activity at the end of the construction period.
The Company also agrees that the reduction in “Deferred Construction Allowances” is a non-cash
activity. These costs are amortized over the life of the lease and the amortization of the
“Deferred Construction Allowance” is reported as a non-cash add back to reconcile net income to net
cash provided by operating activities within “Depreciation and Amortization” in the consolidated
statements of cash flows.

In summary, the Company has concluded that Construction Allowances received from landlords at
stores where the Company is considered the owner during the construction period prior to meeting
the criteria for sale-leaseback accounting under FASB 98 should be reflected as a financing cash
flow as opposed to an operating cash flow as it is currently reflected in the Company’s amended
financial statements.

The Company does not believe that the correction of the non-cash reclassification between operating
and investing cash flow activities or the reporting of cash received for Construction Allowances
for stores where the Company is deemed the owner during the construction period prior to the
store’s grand opening date (from an operating cash flow to a financing cash flow) is material to
the Company or its stockholders. As summarized in the following table, net cash provided by
operating activities would decrease by 2% in fiscal 2006, increase by 4% in fiscal 2005 and be
unchanged in fiscal 2004; net cash used in investing activities would increase by 13%, 28% and 2%
in fiscal 2006, 2005 and 2004, respectively; and net cash provided by financing activities would
increase by 25% in fiscal 2006, net cash used in financing activities would decrease by 30% in
fiscal 2005 and net cash provided by financing activities would increase by 4% in fiscal 2004 from
amounts previously reported if the Company corrected these matters. The Company believes that its
investing and financing activities cash flows are impacted more by the seasonality of its business
and the timing of new store construction and other capital spending than its operating cash flows.
The Company also believes that users of its financial statements place more emphasis on the
Company’s operating cash flows as compared to the Company’s investing and financing cash flows when
evaluating the results of the Company since operating cash flows are more impacted by day to day
activities of the Company as opposed to investing and financing cash flows which may be more
reflective of specific transactions or activities (i.e. acquisitions, divestitures, etc.).

Adam Phippen

August 10, 2007

Page 4

    Fiscal Year Ended 2006

    As

    % of

    previously

    As

    unadjusted

    reported

    Reclassification

    Reclassified

    line

    (in thousands)

    Net cash provided by operating activities

    $
    142,568

    (2,959
    )

    $
    139,609

    -2.08
    %

    Net cash used in investing activities

    $
    (115,543
    )

    $
    (14,943
    )

    $
    (130,486
    )

    12.93
    %

    Net cash provided by financing activities

    $
    72,353

    $
    17,902

    $
    90,255

    24.74
    %

    Fiscal Year Ended 2005

    As

    % of

    previously

    As

    unadjusted

    reported

    Reclassification

    Reclassified

    line

    (in thousands)

    Net cash provided by operating activities

    $
    161,427

    7,054

    $
    168,481

    4.37
    %

    Net cash used in investing activities

    $
    (85,615
    )

    $
    (24,255
    )

    $
    (109,870
    )

    28.33
    %

    Net cash used in financing activities

    $
    (58,134
    )

    $
    17,201

    $
    (40,933
    )

    -29.59
    %

    Fiscal Year Ended 2004

    As

    % of

    previously

    As

    unadjusted

    reported

    Reclassification

    Reclassified

    line

    (in thousands)

    Net cash provided by operating activities

    $
    107,841

    —

    $
    107,841

    0.00
    %

    Net cash used in investing activities

    $
    (414,772
    )

    $
    (8,565
    )

    $
    (423,337
    )

    2.06
    %

    Net cash provided by financing activities

    $
    232,143

    $
    8,565

    $
    240,708

    3.69
    %

In making the determination, the Company has considered the qualitative considerations in
Staff Accounting Bulletin No. 99 and the Company does not believe the reclassification on its
previously reported cash flows would be of such magnitude that it is probable that the judgment of
a reasonable person relying upon the previously issued financial statements report would have been
changed or influenced by the correction. Moreover, the correction would not (i) change
earnings, (ii) affect earnings expectations of the Company, (iii) change a loss into income (or
vice versa), (iv) affect material loan covenant compliance; (v) impact management compensation
payments and/or (vi) have the purpose of concealing any illegal activity. The Company also
considered materiality for all quarterly periods within fiscal 2006 and 2005 including the relative size of the
reclassification on each category of cash flows (operating, investing and financing), the emphasis
users of the Company’s financial statements place on operating cash flows as

Adam Phippen

August 10, 2007

Page 5

compared to other
categories of cash flows and the relative materiality the correction would have on previously
reported cash flows (as described above), and the impact of seasonality of the Company’s earnings
and the timing of its capital spending would have on previously reported quarterly cash flows. In
light of the materiality considerations described above, the Company believes the reclassification
would not be material to previously issued financial statements.

The Company respectfully suggests that given the immaterial nature of these reclassifications it
would prospectively change its cash flow presentation to adopt the accounting treatment previously
described and to correct prior period statements of cash flows for these immaterial matters the
next time the Company files the prior period statements of cash flows. The Company would not apply
the change by amending any previous filings. In future filings, the Company will describe the
immaterial misstatement of prior period statements of cash flows and disclose the quantitative
effect of the immaterial misstatement on operating, investing and financing cash flows in its
financial statement footnotes. The Company believes that this treatment is proper and is
consistent with the positions set forth in Staff Accounting Bulletin No. 108 and the requirements
of Statement of Financial Accounting Standards No. 154, Accounting Changes and Error Corrections.

Regarding the effect of the restatement on previously filed financial statements, please explain to
us in further detail why the correction to properly eliminate the non-cash activity for
construction allowances which affected changes in accounts receivable and deferred construction
allowances in operating activities also had an effect on capital expenditures in investing
activities.

The Company determined that in some instances, the non-cash activity associated with construction
activities as described below in the following journal entries was not properly excluded in
preparation of the cash flow statement.

Accounting Policy for Construction Allowances — Stores Where the Company is not Deemed the
Owner During the Construction Period:

In addition to capital expenditures that are recorded by the Company based upon services paid
during the period or billed by vendors during the period, the Company also conducts a review of
each store that is under construction to determine if services have been rendered but not yet
billed to the Company at the end of each accounting period. The Company records accruals at the
end of each accounting period to reflect the appropriate status of each store’s construction as
follows:

Debit                 “Property and Equipment, Net”

Credit                  “Accrued Expenses”

Adam Phippen

August 10, 2007

Page 6

The Company reviews each store lease to determine if any of the aforementioned accrued amounts are
subject to a Construction Allowance. If any of the accrued amounts are subject to reimbursement by
the landlord, the Company records the following:

Debit                  “Accounts Receivable, Net”

Credit                  Deferred Construction Allowance which is included within “Deferred Revenue and Other Liabilities”

The proper elimination of these non-cash activities for additions to fixed assets that had not yet
been paid would affect the previously disclosed cash flows that had inappropriately included the
non-cash activity.

Also, it appears that your description of the non-mathematical errors in your response differs from
the description contained in Form 8-K. As requested in our initial comment, please consider
amending the filing to provide a more detailed description of the facts underlying the
classification errors and your conclusion that previously issued financial statements should not be
relied upon. Refer to Item 4.02(a)(2) of Form 8-K.

As discussed with the Staff, the mathematical error referenced in the Form 8-K led to the Company’