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CORRESP
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CORRESP

February 20, 2009

 BY EDGAR SUBMISSION

Mr. H. Christopher Owings

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Mail Stop 3561

Washington, D.C. 20549

    Re:

    Dick’s Sporting Goods, Inc.

    Form 10-K for Fiscal Year Ended February 2, 2008

    Filed March 27, 2008

    Definitive Proxy Statement on Schedule 14A

    Filed May 7, 2008

    File No. 001-31463

Dear Mr. Owings:

     Enclosed please find our responses to the comments set forth in the letter dated January 30,
2009 from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
with respect to the above-referenced documents. References to the “Company”, “we”, or “our” in
this letter refer to Dick’s Sporting Goods, Inc. and its consolidated subsidiaries. This response
letter has been filed on EDGAR, and a copy has been sent by facsimile.

    As requested by the Staff, the Company hereby acknowledges the following:

    •

    The Company is responsible for the adequacy and accuracy of the disclosures in its
filings with the SEC;

    •

    Staff comments or changes to disclosures in response to Staff comments do not
foreclose the Commission from taking any action with respect to the filings; 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.

     Based on oral representations made by the Staff and confirmed by our outside counsel in
correspondence filed on February 12, 2009, our responses to the Staff comments are forward looking
and relate to disclosures to be made in our Form 10-K and proxy statement for the fiscal year ended
2008, to be filed in 2009. All responses set forth below are keyed to the sequential numbering of
the comments and to the headings used in the Staff’s letter. The Staff’s comments are in bold and
our responses and supplemental information is in regular type.

Form 10-K for Fiscal Year Ended February 2, 2008

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 25

Securities and Exchange Commission

February 20, 2009

Page 2

Overview

    1.

    Recent news reports regarding the economy and analyses of the recent difficulties in the
retail, financial and credit markets have focused on the negative impact these uncertain times
have had on consumer retail spending in 2008. Please ensure that you discuss in detail the
actions you have taken and expect to continue to take in light of the current economic
environment with respect to reductions in capital spending or implementation of operating
expense reductions. Please revise your disclosure to provide an overview of your performance
in the last fiscal year, to discuss how these trends and current economic issues are affecting
your current operations as well as liquidity, and to discuss the impact you anticipate they
will have in future periods. In this regard, discuss any specific programs you have developed
or will develop in order to address these trends and offset their impact on results of
operations in future periods. See Item 303(a)(1)(2)(3) of Regulation S-K. Also, for further
guidance please refer to Interpretative Release Nos. 33-8350 and 34-48960 issued by the
Commission in December 2003.

Response: In this response, we have described certain elements, factors and scope of intended
disclosure for future filings. These disclosures are for illustrative purposes only, and any
actual future disclosures will reflect the facts and circumstances that exist at the time of
the related filing, as well as changes based on any future guidance, interpretations or new
rules issued by the Commission or Staff on these matters.

    Given recent macro-economic factors, we anticipate revising our Management’s Discussion and
Analysis of Financial Condition and Results of Operations to include a more detailed
discussion of actions that we have taken and that we plan to take with respect to reductions
in capital spending and implementation of certain operating expense reductions in response
to the current economic environment. We also intend to provide a discussion with respect to
the specific programs we have developed or are in the process of developing to address these
trends and mitigate their impact on results of operations in future periods; the following
are examples of specific disclosure that we currently plan to include in our discussion:

    “The primary factors which historically influenced the Company’s profitability and success
have been its growth in the number of stores and selling square footage, its positive
comparable store sales, and its strong gross profit margins. In the last five years, the
Company has grown from 163 stores as of the end of fiscal 2003 to 487 stores as of the end
of fiscal 2008, reflecting both organic growth and acquisitions. The Company continues to
expand its presence through the opening of new stores, although its rate of growth has
decreased from the rate of growth experienced in earlier years. This decrease in our rate
of growth reflects the Company’s larger size, our decision to temporarily slow our store
growth goals, subject to developers’ providing suitable real estate for new store locations,
and the more recent experience of negative comparable same store sales.

    Fiscal 2008 was a difficult operating environment for our industry due to numerous external
factors weighing on specialty retail sales. The pressures on the consumer have intensified
as unemployment has risen, equity markets have declined, and concerns about the broader
economy have grown. These factors, combined with falling home prices and tight credit
markets, suggest continued pressure on specialty retail consumers in the near term. The
Company continues to see the greatest sales weakness in bigger ticket discretionary
purchases, including golf and exercise equipment, while the lodge business has benefited
from higher gun and ammunition sales. However, since the balance of macro-economic factors
that impact the Company’s business

Securities and Exchange Commission

February 20, 2009

Page 3

    remains unfavorable, the Company will continue to take a cautious approach to ensure that it
is well positioned to capitalize on opportunities as they develop.

    As a result, the Company has implemented numerous strategies to help it manage through these
uncertain times, including remaining focused on reducing costs, conserving cash and
managing inventories in line with sales trends. The Company has trimmed planned fiscal 2009
capital expenditures to approximately $[65] million
compared to $[115] million in fiscal
2008, net of proceeds from sale leaseback transactions and allowances received from
landlords. The Company believes its strong balance sheet, which included $74.8 million in
cash and cash equivalents and no outstanding borrowing under its $440 million Credit
Agreement at fiscal 2008 year end increases its financial flexibility and further
strengthens its ability to successfully manage through this economic crisis.

    The Company expects to continue to generate positive cash flow to fund its operations and to
take advantage of growth opportunities. The Company believes its existing Credit Agreement
is sufficient to support its ongoing operations and future plans for fiscal 2009.

    In order to monitor the Company’s success, the Company’s senior management monitors certain
key performance indicators, including:

    •

    Comparable same store sales growth – Fiscal 2008 comparable store sales decreased
[4.8%] compared to a 2.4% increase in fiscal 2007. The Company believes that its
comparable stores sales performance was affected by numerous challenges, including a
difficult macro-economic environment, declining consumer confidence resulting in lower
than anticipated customer traffic and particularly cautious spending. Although the
Company believes it has improved its merchandise offerings, the effect of those
improvements have been hampered by the macro-economic environment. The Company’s
current strategy is to target a general overall trend to return to comparable store
sales growth, although it recognizes that it continues to be affected by many of these
factors. The Company believes that its ability to realize such a general overall
positive trend in comparable store sales will prove to be a key factor in achieving its
targeted levels of earnings per share and continuing its store expansion program to an
ultimate goal of at least 800 locations across the United States.

    •

    Positive operating cash flow – The Company generated
$[160] million of cash flow
from operations in fiscal 2008 compared with $262.8 million in fiscal 2007. Although
operating cash flow decreased in the current fiscal year compared to last year, the
Company believes it will generate operating cash flow, together with its other sources
of liquidity, sufficient to fund the ongoing needs of the business. The Company
believes that, historically, 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 new
store openings, relocations, expansions and remodels, costs associated with its
corporate headquarters and its distribution centers, costs associated with continued
improvement of information technology tools and costs associated with potential
strategic acquisitions that may arise from time to time. See further discussion of the
Company’s cash flows in the Liquidity and Capital Resources section of this MD&A.

    •

    Quality of merchandise offerings – To monitor and maintain acceptance of its
merchandise offerings, the Company monitors sell-throughs, inventory turns, gross
margins and

Securities and Exchange Commission

February 20, 2009

Page 4

    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 merchandise flow and establishing appropriate price points to
minimize markdowns.

    •

    Cost reduction efforts – The Company implemented numerous initiatives during fiscal
2008 aimed at maintaining tighter expense controls. These initiatives included
optimizing the Company’s overall advertising costs, costs associated with operating its
stores and distribution centers, as well as general and administrative costs. The
Company has redirected a portion of its advertising costs to enhance consumer
penetration by focusing on events, frequency, distribution, media types, and
sponsorships. The Company has adjusted store staffing levels and operating hours to
reflect current and anticipated traffic levels and has focused on energy conservation
programs to further lower store operating costs. Staffing adjustments at the Company’s
distribution centers, including the closure of the Conklin return to vendor facility in
January 2009, have been made to reflect anticipated merchandise receipt volumes. The
Company has also implemented various administrative cost reduction initiatives,
including a freeze on corporate staffing levels other than those necessitated by our
back office consolidation of recently acquired businesses, efforts to manage
compensation related expenses and benefits and reducing travel and entertainment
expenses.

    •

    Capital reduction efforts — The Company expects to reduce is capital spending in
fiscal 2009 to a projected target of $[65] million compared
to $[115] million in
fiscal 2008, net of proceeds from sale leaseback transactions and allowances received
from landlords. The Company currently plans to scale back its store expansion program
to approximately [20] stores during fiscal 2009. This level of store expansion is
significantly lower than historical levels and will enable the Company to preserve more
capital for information technology enhancements, specifically for the continued
integration and store conversions of the Chick’s Sporting Goods stores acquired in
November 2007. The Company has created a capital appropriations committee to approve
all capital expenditures in excess of certain amounts and to group and prioritize all
capital projects between required, discretionary, and strategic.”

    In addition, we intend to expand our overview of our performance in the last fiscal year, so
as to highlight more how current trends and economic issues have and are affecting our
current liquidity and operations, as well as the impact we anticipate such trends and issues
will have or continue to have in future periods. For example, we intend to provide language
similar to the following, which was included in our last Form 10-Q filing for our quarter
ended November 1, 2008:

    “We believe that the U.S. economy is facing very challenging times, and that general
economic conditions could deteriorate further. We believe these conditions have had, and
will continue to have, an adverse impact on spending by the customers we serve. Because of
these challenges, we continue to review and adjust our business activities to address the
changing economic environment and, as a result we believe we are prudently growing our
business, carefully managing inventory and liquidity and enforcing expense controls. Due to
the uncertainty in the overall economic environment and the unpredictability of consumer
behavior, it is very difficult for us to predict how our business may perform in the future.
Our business and financial performance may be adversely affected by current and future
economic conditions that cause a decline in business and consumer spending, including a
reduction in the availability of credit,

Securities and Exchange Commission

February 20, 2009

Page 5

    increased unemployment levels, higher energy and fuel costs, rising interest rates,
financial market volatility and recession. In addition, because macro-economic factors can
impact charges we are required to take relating to asset impairments, these events could
lead to impairment charges.”

    “The comparable store decrease was driven primarily by a decrease in transactions of
approximately 4.4% and a decrease of approximately 0.4% in average unit retail price at
Dick’s Sporting Goods stores, reflecting declining consumer confidence that resulted in
lower traffic and more cautious spending. Every 1% change in
comparable store sales would have impacted fiscal 2008
earnings before income taxes by approximately $[11] million.”

    “Merchandise margins were impacted by lower initial markups and higher markdowns to
liquidate inventory and bring levels closer to the current sales trends. The Company’s
inventory per square foot declined [12.2]% to $[33.99] at January 31, 2009 compared to
February 2, 2008. Every 10 basis point change in merchandise
margin would have impacted fiscal 2008 earnings before
income taxes by approximately $[4] million.”

Liquidity and Capital Resources, page 36

    2.

    Item 303(A)(1) and (2) of Regulation S-K states that you should discuss known trends or any
known demands, commitments, events or uncertainties that will result in or that are reasonably
likely to impact your liquidity in any material way as well as any material changes in the mix
or relative cost of your capital resources. Given recent trends and conditions in the retail
economic environment, please expand your disclosure to address the current and potential
future impact of these trends and conditions on your liquidity and capital resources, giving
particular consideration to the fact that your primary sources of liquidity are cash flows
from operations and your Credit Agreement. For example, we note