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 DICK’S SPORTING GOODS, INC.

 July 8, 2025

 VIA EDGAR

 Division of Corporation Finance
 Office of Trade & Services
 U.S. Securities and Exchange Commission
 100 F. Street, N.E.
 Washington, D.C. 20549

 Attention:

 Eddie Kim

 Re:

 DICK’S Sporting Goods

 Registration Statement on Form S-4

 File No. 333-288244

 Request for Effectiveness

 Ladies and Gentlemen:

 Reference is made to the Registration Statement on Form S-4 (File No. 333-288244) (the “ Registration Statement ”) filed by DICK’S Sporting Goods, Inc. (the “ Company ”) with the U.S. Securities and Exchange Commission on June 23, 2025,
 as amended on July 8, 2025.

 The Company hereby requests that the effective date for the Registration Statement be accelerated to 4:00 p.m., Eastern Time, on July 10, 2025, or as soon as possible thereafter, in accordance with Rule 461 promulgated under the U.S. Securities
 Act of 1933, as amended.

 Please contact Anna Dimitrijevic of Wachtell, Lipton, Rosen & Katz at (212) 403-1110 or adimitrijevic@wlrk.com with any questions you may have concerning this letter or if you require additional information. Please notify Ms. Dimitrijevic when
 this request for acceleration of effectiveness of the Registration Statement has been granted.

 Sincerely,

 By:

 /s/ Elizabeth Baran

 Name:
 Title:

 Elizabeth Baran
 Senior Vice President, General Counsel & Corporate Secretary
 DICK’S Sporting Goods, Inc.

 cc:
 Brandon C. Price, Wachtell, Lipton, Rosen & Katz
 Anna Dimitrijevic, Wachtell, Lipton, Rosen & Katz

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 30, 2025

Elizabeth Baran
Senior Vice President
DICK'S SPORTING GOODS, INC.
345 Court Street
Coraopolis, Pennsylvania 15108

 Re: DICK'S SPORTING GOODS, INC.
 Registration Statement on Form S-4
 Filed June 23, 2025
 File No. 333-288244
Dear Elizabeth Baran:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Eddie Kim at 202-551-8713 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Brandon C. Price
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
September 20, 2023
Navdeep Gupta
Executive Vice President and Chief Financial Officer
Dick's Sporting Goods, Inc.
345 Court Street
Coraopolis, PA 15108
Re:Dick's Sporting Goods, Inc.
Form 10-K for Fiscal Year Ended January 28, 2023
Filed March 23, 2023
File No. 001-31463
Dear Navdeep Gupta:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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345 Court Street, Coraopolis, PA 15108

August 23, 2023

Via EDGAR Submission

Securities and Exchange Commission

Division of Corporate Finance

Mail Stop: 3561

100 F Street, NE

Washington, DC 20549

Attn:    Robert Shapiro

Doug Jones

Office of Trade & Services

Re:    DICK’S Sporting Goods, Inc.

Form 10-K for the Fiscal Year Ended January 28, 2023

Filed March 23, 2023

Form 10-Q for Fiscal Quarter Ended April 29, 2023

Filed May 24, 2023

File No. 001-31463

Dear Messrs. Shapiro and Jones:

DICK’S Sporting Goods, Inc. (the “Company,” “we” or “our”), is submitting this letter in response to the written comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) dated August 9, 2023 regarding the above-referenced Annual Report on Form 10-K for the fiscal year ended January 28, 2023 (the “2022 Form 10-K”) and Form 10-Q filed on May 24, 2023 (the “May 2023 10-Q”).

For your convenience, the text of the Staff's comments is set forth in bold below, followed in each case by our response.

Form 10-K for Fiscal Year Ended January 28, 2023

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Fiscal 2022 Compared to Fiscal 2021

Net Sales, page 30

1.You state the decrease in comparable store sales reflects an anticipated “sales normalization” in certain categories. We also note your reference of this term and the term “normalization of pricing” in the Form 10-Q for the period ended April 29, 2023. Please explain to us and disclose as appropriate what each term represents, and the extent to which each impacts comparable store sales and results. Also consider whether these terms are reflective of trends, and if so, provide related disclosure pursuant to Item 303 (b)(2)(ii) of Regulation S-K.

Response:

The term “sales normalization” in certain categories was used to explain that we expected some level of sales moderation within certain categories that had previously surged during the COVID-19 pandemic, as the post COVID-19 business environment continued to “normalize.” For example, on our earnings calls over the past few years, we’ve explained that the fitness and outdoor equipment categories had experienced “rightsizing”, “retrenching”, or “normalization” compared to prior year comparisons, while remaining higher than fiscal 2019. Within this context, we view the term “normalization of pricing” in the same manner, but in reference to our inventory levels and pricing actions taken to manage them. We advise the Staff that in future filings, we will no longer use the word “normalization” without providing this helpful context.

In determining whether to disclose a known trend, we advise the Staff that we also apply the guidance in SEC Release No. 33-8350 and subsequent SEC guidance, including assessing the materiality of the trend on our overall financial results, as well as such factors as market conditions and the long or short-term nature of such trends.

We experience various short-term headwinds or tailwinds from time-to-time that could be the result of a variety of factors, such as general economic conditions that affect consumer discretionary spending, including inflation, supply chain disruptions and weather or other factors that we describe further as part of the risks and uncertainties of our business in Item 1A. Risk Factors of our Annual Report on Form 10-K. Our results fluctuate during any one period and from period-to-period due to these factors and it is, therefore, difficult to predict or to identify any known trends. We assess these short-term headwinds and tailwinds for materiality and inclusion in the Management's Discussion and Analysis of Financial Condition and Results of Operations, including assessing whether such would be considered a material trend or uncertainty pursuant to the SEC guidance. Absent the existence of any material impact that warrants specific comment, the Company's disclosures focus on material period-over-period changes in order to assist investors in understanding the Company's results of operations.

Our merchandising assortment consists of our hardlines, apparel and footwear categories, and we disclose sales attributable to these categories in our Annual Report on Form 10-K. Within these categories is a diverse portfolio of sub-categories, which also may experience varying levels of sales performance. We disclose which of these categories or sub-categories is impacting comparable sales each quarter, but we actively manage our merchandise assortment and space allocated to our products to optimize its productivity in the aggregate. As noted in our 2022 Form 10-K, we monitor and evaluate our store performance on an ongoing basis and reallocate space in our stores to categories and products that we believe can drive sales growth, including our removal of the hunt department from many of our stores, in which we reallocated product space to a localized assortment of categories. For these reasons, we review the sales performance of our aggregate category portfolio when assessing performance and providing our outlook, including the existence of any material trends or uncertainties at that level that warrant disclosure in accordance with Item 303 of Regulation S-K, SEC Release No 33-8350 and related releases.

We experienced higher markdowns in the first quarter of 2023, which reduced merchandise margins by 103 basis points during the period. In the second quarter of 2023, we took further decisive actions on excess product that reduced merchandise margins by 153 basis points, and revised our outlook for the remainder of the year to contemplate this trend. We advise the Staff that we will disclose this trend in future filings.

We will continue to evaluate material trends on our business and will disclose any additional known trends that are reasonably likely to have a material favorable or unfavorable impact in future 10-Q and 10-K filings, as applicable.

2.You disclose your merchandise margins decreased by 304 basis points as a result of actions to reduce targeted apparel inventory overages, item-level deals provided to athletes during the holiday season and higher inventory shrink due to increased theft. The results of these events and pricing actions taken by you appear to have caused a material change in the relationship between cost of goods sold and revenues. Please describe to us and disclose in quantitative terms the extent to which these factors and your actions impacted your income from operations as well as your gross profit margin for the year ended January 28, 2023. In your discussion of these factors, consider explaining the changes in the key components of cost of goods sold impacted. Refer to the introductory paragraph of Item 303(b) of Regulation S-K and paragraphs (2)(i) and (ii) therein.

Response:

As noted in our 2022 Form 10-K, supply chain disruptions caused apparel overages from late arriving inventory. As a result, we actioned the excess apparel inventory to reduce the overages, including markdowns as well as moving excess apparel inventory to our value chain concept for liquidation. In addition to these apparel overages, we actioned other item-level inventory overages with deals, or discounts, specific to those items, compared to mass promotional events we ran historically.

While we acknowledge that these actions impacted the relationship between cost of goods sold and revenues, we believe our disclosures comply with Item 303(b)(2)(iii) in describing that our 369 basis point gross profit decline is driven by a 304 basis point decline in merchandise margins. We don’t believe further quantifying the impact of actions to manage inventory overages at a category or item level individually, is meaningful disclosure for the users of our financial statements. Additionally, we respectfully advise the Staff that because of dynamic pricing actions taken throughout the year across the number of products we offer and the frequency of price changes, the Company evaluates margin impacts qualitatively in its overall assessment of merchandise margin but cannot quantify the impact of our individual actions with the level of precision and accuracy necessary to provide this information in a periodic report. Please refer to our response on the Staff comment above regarding our consideration of merchandise margin changes as a known trend or uncertainty.

In response to the Staff's comment regarding inventory shrink, we advise the Staff that its impact within the total merchandise margin decline for fiscal 2022 was 41 basis points, as a percentage of net sales. Despite the increase in inventory shrink compared to fiscal 2021, inventory shrink as a percentage of net sales was consistent with fiscal 2019 levels; accordingly, we didn’t believe it to represent a known trend for disclosure pursuant to Item 303 of Regulation S-K. However, additional physical inventory counts during fiscal 2023 have resulted in further deterioration, and as a result of these recent developments we will disclose this trend in future filings.

Form 10-Q for Fiscal Quarter Ended April 29, 2023

Management’s Discussion and Analysis of Financial Condition and Results of Operations

13 Weeks Ended April 29, 2023 Compared to the 13 Weeks Ended April 30, 2022

Income from Operations, page 17

3.You disclose in your Form 10-K for the fiscal year ended January 28, 2023 that disruptions of supply chains resulted in apparel overages that caused you to take actions in the third and fourth quarters of fiscal 2022. We note further reference to supply chain in this Form 10-Q and in discussion during your first quarter 2023 earnings call. Please discuss in greater detail the extent of these actions on your income from operations for the latest annual and interim periods as appropriate. Also, describe whether supply chain issues and your associated actions are a known trend or uncertainty that have had or are reasonably likely to have a material favorable impact on net sales or income from

continuing operations. Also, disclose if supply chain issues and your associated actions are reasonably likely to cause a material change in the relationship between costs and revenues. Refer to Item 303(b)(2)(i) and (ii) of Regulation S-K.

Response:

The disruptions in global supply chains during and following COVID-19 had a pervasive impact on our business across multiple years. We disclosed these events, actions and uncertainties throughout our periodic reports as early as the second quarter of fiscal 2021, which were also included as part of our related risks and uncertainties of our business in Item 1A. Risk Factors of our 2022 Form 10-K. We advise the Staff that the primary impact on our latest annual period relates to the late arriving apparel inventory, as merchandise margins declined 304 basis points during fiscal 2022. We advise the Staff that the primary impact of supply chain disruptions to our latest interim period related to the 108 basis point decrease in supply chain costs resulting from the moderation of international freight costs noted in our 2022 Form 10-K.

We respectfully acknowledge the Staff’s comment regarding the supply chain disruptions and their effect to our business and recognize that supply chain expenses are a known favorable trend to our current fiscal year. While we disclosed that elevated container and transportation costs “began to moderate during the second half of fiscal 2022” in our 2022 Form 10-K, in future filings we will include a discussion of these trends pursuant to Item 303 of Regulation S-K to the extent reasonably likely to have a material impact on our business.

We want to thank the Staff for its review of our filings to assist us in compliance with the applicable disclosure requirements and to enhance the overall disclosures in the Company’s filings.

If the Staff has any questions regarding our responses or any additional comments, please feel free to contact Elizabeth Baran, Vice President & Associate General Counsel at (724) 273-4173 or elizabeth.baran@dscg.com.

Sincerely,

/s/ Navdeep Gupta

Executive Vice President – Chief Financial Officer

United States securities and exchange commission logo
August 9, 2023
Navdeep Gupta
Executive Vice President and Chief Financial Officer
Dick's Sporting Goods, Inc.
345 Court Street
Coraopolis, PA 15108
Re:Dick's Sporting Goods, Inc.
Form 10-K for Fiscal Year Ended January 28, 2023
Filed March 23, 2023
Form 10-Q for Fiscal Quarter Ended April 29, 2023
File No. 001-31463
Dear Navdeep Gupta:
            We have limited our review of your filings to the financial statements and related
disclosures and 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 business days by providing the requested
information or advise us as soon as possible when you will respond.  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 Fiscal Year Ended January 28, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Fiscal 2022 Compared to Fiscal 2021
Net Sales, page 30
1.You state the decrease in comparable store sales reflects an anticipated "sales
normalization" in certain categories.  We also note your reference of this term and the
term "normalization of pricing" in the Form 10-Q for the period ended April 29,
2023.  Please explain to us and disclose as appropriate what each term represents, and how
and extent each impact comparable store sales and results.  Also consider whether these
terms are reflective of trends, and if so, provide related disclosure pursuant to Item
303(b)(2)(ii) of Regulation S-K.

 FirstName LastNameNavdeep  Gupta
 Comapany NameDick's Sporting Goods, Inc.
 August 9, 2023 Page 2
 FirstName LastName
Navdeep  Gupta
Dick's Sporting Goods, Inc.
August 9, 2023
Page 2
Income from Operations, page 30
2.You disclose your merchandise margins decreased by 304 basis points as a result of
actions to reduce targeted apparel inventory overages, item-level deals provided to
athletes during the holiday season and higher inventory shrink due to increased theft.  The
results of the these events and pricing actions taken by you appear to have caused a
material change in the relationship between cost of goods sold and revenues.  Please
describe to us and disclose in quantitative terms the extent to which these factors and your
actions impacted your income from operations as well as your gross profit margin for the
year ended January 28, 2023.  In your discussion of these factors, consider explaining the
changes in the key components of cost of goods sold impacted.  Refer to the introductory
paragraph of Item 303(b) of Regulation S-K and paragraphs (2)(i) and (ii) therein.
Form 10-Q for Fiscal Quarter Ended April 29, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
13 Weeks Ended April 29, 2023 Compared to the 13 Weeks Ended April 30, 2022
Income from Operations, page 17
3.You disclose in your Form 10-K for the fiscal year ended January 28, 2023 that
disruptions of supply chains resulted in apparel overages that caused you to take actions in
the third and fourth quarters of fiscal 2022.  We note further reference to supply chain in
this Form 10-Q and in discussion during your first quarter 2023 earnings call.  Please
discuss in greater detail the extent of these actions on your income from operations for the
latest annual and interim periods as appropriate.  Also, describe whether supply chain
issues and your associated actions are a known trend or uncertainty that have had or are
reasonably likely to have a material favorable or unfavorable impact on net sales or
income from continuing operations.  Also, disclose if supply chain issues and your
associated actions are reasonably likely to cause a material change in the relationship
between costs and revenues.  Refer to Item 303(b)(2)(i) and (ii) of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

Mail Stop 3561
July 6, 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
File No. 001 -31463

Dear Ms. List -Stoll :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure  in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include the
information the Securities Exchange Act of 1934 and all applicable  rules require.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

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345 Court Street, Coraopolis, PA 15108

June 27, 2016

BY EDGAR SUBMISSION

Ms. Jennifer Thompson

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:

 Dick's Sporting Goods, Inc.

Form 10-K for Fiscal Year Ended January 30, 2016

Filed March 25, 2016

Form 8-K

Filed March 8, 2016

File No. 001-31463

Dear Ms. Thompson:

Enclosed please find our responses to the comments set forth in the letter dated May 27, 2016 from the Staff (the "Staff") of the Division of Corporation Finance of the U.S. 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.  Fiscal years 2015, 2014 and 2013 ended on January 30, 2016, January 31, 2015 and February 1, 2014, respectively.  References to "Form 10-K" refer to the Company's Annual Report on Form 10-K for the year ended January 30, 2016.  This response letter has been filed on EDGAR.

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 are in regular type.

Form 10-K for the Fiscal Year Ended January 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 license 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).

Securities and Exchange Commission

June 27, 2016

Page 2

Response:

Our private brand strategy allows us to supplement the products of third party vendors we offer to our customers.  Our private brand business primarily consists of merchandise branded by trademarks that we own.  We also have entered into licensing agreements for the exclusive rights to use certain trademarks owned by third parties.  We refer to trademarks we own or exclusively license as "private brands."  Private brand merchandise comprised 10.9%, 10.6% and 11.8%, respectively, of total net sales for each of fiscal years 2015, 2014 and 2013.  In fiscal 2015, over 70% of private brand sales were sales of merchandise branded with trademarks we own.

We do not consider a material amount of our business to be dependent upon any single third party license because no single licensed brand represented more than 2% of our net sales during fiscal 2015, 2014 and 2013.  Furthermore, we believe there are suitable substitute products (either private brand product or third-party product) that could replace any of our licensed brands.

In response to the Staff's comment, in future 10-K filings we will disclose the percentage of private brand merchandise sales to total net sales and enhance disclosure about our private brand strategy, substantially as follows, using the Form 10-K as an example (changes noted in bold and strikethrough):

Part I, ITEM 1. BUSINESS

Business Strategy

Private Brands.  To provide differentiation in assortment when compared to our competitors, we also offer a wide variety of private brands products that are not available from other retailers.  Our exclusive private brand offerings include brands that we own such as CALIA, DBX, Field & Stream, Fitness Gear, Lady Hagen, MAXFLI, Nishiki, Primed, Quest, Top-Flite and Walter Hagen, as well as brands that we exclusively license from third parties including adidas baseball, Reebok (performance apparel), Slazenger (golf and racquets) and Umbro (performance soccer equipment, footwear and apparel) and products through exclusive licenses such as adidas baseball, CALIA, DBX, Field & Stream, Fitness Gear, Lady Hagen, MAXFLI, Nishiki, Primed, Quest, Reebok (performance apparel), Slazenger (golf and racquets), Top-Flite, Umbro (performance soccer equipment, footwear and apparel) and Walter Hagen. Our private brands and other exclusive products offer our customers products that they cannot find anywhere else.  Our private brands also offer exceptional value and quality to our customers at each price point and obtain, while also providing the Company with higher gross margins than we obtain on sales of comparable third-party branded products.  We consider our overall private brand strategy to be a key area of opportunity to increase productivity in our stores, and have invested in a development and procurement staff to support our private brand business.  In fiscal 2015, we continued to expand our private brand business with a focus on our CALIA line of women's athletic apparel.  Private brand sales represented approximately 10% of the Company's consolidated net sales during fiscal 2015, 2014 and 2013.

Securities and Exchange Commission

June 27, 2016

Page 3

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 liquidity 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 trend 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.

Response:

In response to the Staff's comment, we advise the Staff that in determining whether to disclose a known trend, we applied the guidance in SEC Release No. 33-8350, including assessing the materiality of the trend on our overall financial results, as well as such factors as market conditions and the long or short-term nature of such trends.

Based on these factors, we respectfully advise the Staff that we did not identify known trends or uncertainties that we believed had occurred or were likely to occur or that we believed would have a material favorable or unfavorable impact on our liquidity, capital resources or results of operations for the period ended January 30, 2016.

We experience various short-term pressures from time to time that could be the result of a variety of factors, such as weather, competition, consumer trends or preferences, economic conditions that affect consumer discretionary spending, and other factors that we describe further as part of the risks and uncertainties of our business in Item 1A. Risk Factors of our Form 10-K.  Our results fluctuate during any one period and from period to period due to these factors and it is, therefore, difficult to predict or to identify any known trends.  We assess these short-term pressures for materiality and inclusion in the Management's Discussion and Analysis of Financial Condition and Results of Operations, including assessing whether such pressure would be considered a material trend or uncertainty pursuant to the guidance in SEC Release No 33-8350.  Absent the existence of any material impact that warrants specific comment, the Company's disclosures focus on material period-over-period changes in order to assist investors in understanding the Company's results of operations.

On our earnings call for the quarter ended April 30, 2016, we provided additional commentary about the short-term pressure on our business as a result of "going-out-of-business" and liquidation sales by sporting goods retailers who have recently entered Chapter 11 bankruptcy proceedings.  "Going-out-of-business" and liquidation sales are short-term in nature (estimated to be approximately 90 days) and, in this case, are specific to recent Chapter 11 proceedings by two separate sporting goods retailers.  The comments by our Chief Executive Officer on the earnings call describe the forward-looking directional impact of these short-term events on the Company's results due to the deep discounts and liquidation prices that will be offered to customers during the liquidation sales.  We do not consider the short-term pressures on the Company's business due to liquidation sales to be a material trend or uncertainty.  We will evaluate the impact that these "going-out-of business" and liquidation sales have on our future results and disclose any material impacts necessary to understand the period-to-period changes in the Company's results of operations.

Securities and Exchange Commission

June 27, 2016

Page 4

We will continue to evaluate material trends on our business and will disclose any additional material known trends in future 10-Q and 10-K filings, as applicable.

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. Please tell us what this disclosure will look like.

Response:

With respect to its liquidity, the Company expects to fund its planned fiscal 2016 capital expenditures through cash flows generated by its operations, supplemented from time to time by short term borrowings under its Credit Agreement.  The Company will continue to evaluate the source of funds necessary for its total planned capital expenditures, including those necessary to support its planned new store openings.

In response to the Staff's Comment #3, we will enhance our disclosures in future 10-Q and 10-K filings to further describe the factors that we expect to impact the Company's liquidity, substantially as follows, using the Form 10-K as an example (changes noted in bold and strikethrough):

Capital expenditures – We expect capital expenditures to be approximately $230 million on a net basis and approximately $420 million on a gross basis in fiscal 2016.  Normal capital requirements primarily relate to the development of our omni-channel platform, including investments in new and existing Dick's Sporting Goods stores and eCommerce technology investments.  The Company also plans to invest in its specialty store concepts and continuously improveing its supply chain and corporate information technology infrastructure.  We plan to open approximately 47 new stores in fiscal 2016.  We expect our new stores, as well as investments in our existing stores, to represent the majority of our total capital expenditures during fiscal 2016.  The Company has a capital appropriations committee that approves all capital expenditures in excess of certain amounts, and groups and prioritizes all capital projects among required, discretionary and strategic categories.

We will also enhance our disclosures in future 10-Q and 10-K filings to further describe the source of funds for our planned capital expenditures, substantially as follows, using the Form 10-K as an example (changes noted in bold and strikethrough):

The Company currently believes that cash flows generated by operations and funds available under its Credit Agreement will be sufficient to satisfy capital requirements, including planned capital expenditures, share repurchases and quarterly dividend payments to its stockholders through fiscal 2016.  Other investment opportunities, such as potential strategic acquisitions, share repurchases, investments or store expansion rates in excess of those presently planned, may require additional funding.  The Company may require additional funding should the Company pursue strategic acquisitions or undertake share repurchases, other investments or store expansion rates in excess of those presently planned.

Securities and Exchange Commission

June 27, 2016

Page 5

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 current 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 same 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 first 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.

Response:

The Company does not review "rate of growth" in comparable same store sales, and "rate of growth" in comparable same stores sales is not a performance indicator used by management in managing the business to analyze the Company's financial condition or operating performance or to identify trends or uncertainties that may impact the business.

Rather, comparable same store sales is the key performance indicator used by senior management to monitor the Company's performance.  The Company monitors comparable same store sales on a continual basis and management makes decisions impacting revenues and expenses based on comparable same stores sales and the other key indicators of the Company's performance as discussed in the "Overview" section of the Company's fiscal 2015 Form 10-K on page 20.

We assess comparable same store sales for materiality and inclusion in the Management's Discussion and Analysis of Financial Condition and Results of Operations, including assessing whether any particular factors had a material effect on same store sales or whether there is a material trend or uncertainty pursuant to the guidance in SEC Release No 33-8350.  Based on our evaluation of same store sales trends throughout fiscal 2015, we respectfully advise the Staff that we identified, and disclosed in the 10-K, that the record-setting warm winter in fiscal 2015 had a material impact on our same store sales, but fiscal 2015 same store sales did not indicate any  known trends or uncertainties that we believed had occurred or were likely to occur or that we believed would have a material favorable or unfavorable impact on our liquidity, capital resources or results of operations for the period ended January 30, 2016 and April 30, 2016.

Securities and Exchange Commission

June 27, 2016

Page 6

Item 8. Financial Statement and Supplementary Data

Notes to Consolidated Financial Statements

1. Basis of Presentation and Summary of Significant Accounting Policies

Revenue Recognition, page 45

5.

 We note your disclosure that you will recognize revenue from eCommerce sales 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 title to the product and/or service and all risks of ownership, including risk

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345 Court Street | Coraopolis, Pennsylvania 15108

June 1, 2016

BY EDGAR SUBMISSION

Ms. Jennifer Thompson

Accounting Branch Chief

Office of Consumer Products

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

RE:

 Dick's Sporting Goods, Inc.

Form 10-K for Year Ended January 30, 2016

Filed March 25, 2016

Form 8-K

Filed March 8, 2016

File No. 001-31463

Dear Ms. Thompson:

We have received your comment letter dated May 27, 2016 concerning the above referenced Form 10-K and Form 8-K. The comment letter asks for our written response within 10 business days or to tell you when we will provide you with our response. By way of this letter, we confirm that the staff granted an extension for an additional 10 business days to complete our response, as discussed on May 31, 2016 via telephone by Scott Angeregg, Staff Accountant and Ami Galani, Vice President, Associate General Counsel & Assistant Corporate Secretary. We intend to provide our responses to the comment letter by no later than June 27, 2016. We sincerely appreciate your grant of the requested extension.

We acknowledge that:

(i)

 the Company is responsible for the adequacy and accuracy of the disclosures in the filing,

(ii)

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings, and

(iii)

 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.

If you have any questions, or if you would like to discuss our responses further, please contact Ami Galani at (724) 273-4240.

Sincerely,

/s/ AMI GALANI

Vice President

Associate General Counsel & Assistant Corporate Secretary

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

November 1 9, 2014

Via E -mail
Andre J. Hawaux
Executive Vice President – Finance, Administration 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 February 1, 2014
Filed March 28, 2014
File No. 1-31463

Dear Mr. Hawaux :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  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 rules require.

Sincerely,

 /s/ Jennifer Thompson

 Jennifer Thompson
Accounting Branch Chief

CORRESP
1
filename1.htm

		DKS-2014.10.30-SEC Comment Letter Response

345 Court Street, Coraopolis, PA 15108

FOIA Confidential Treatment Request
Confidential Treatment Requested by Dick's Sporting Goods, Inc.
Pursuant to 17 CFR 200.83

October 30, 2014

BY EDGAR SUBMISSION

Ms. Jennifer Thompson

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:

 Dick's Sporting Goods, Inc.

Form 10-K for Year Ended February 1, 2014

Filed March 28, 2014

Response dated September 23, 2014

File No. 1-31463

Dear Ms. Thompson:

Enclosed please find our responses to the comments set forth in the letter dated October 20, 2014 from the Staff (the "Staff") of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the "Commission"), with respect to the above-referenced document. 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 overnight mail to the address shown above. Please note that the Company is providing a portion of its response to Comment #2 pursuant to Rule 83 of the Commission's Rules of Practice, and requests confidential treatment for the redacted portions of the response, which are indicated herein as [*]. Please promptly inform me of any request for disclosure of all or a portion of such material made pursuant to the Freedom of Information Act or otherwise, so that the Company may substantiate the foregoing request for confidential treatment in accordance with Rule 83. A copy of this request is also being delivered to the Freedom of Information Act Officer of the Commission.

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 are in regular type.

Form 10-K for Year Ended February 1, 2014

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, page 24

Securities and Exchange Commission

October 30, 2014

Page 2

Confidential Treatment Requested by Dick's Sporting Goods, Inc.
Pursuant to 17 CFR 200.83

Income from Operations, page 28

1.

 We have read your response to comment 4 of our letter dated August 26, 2014.  Please ensure your revised disclosures adequately explain the meaning of "merchandise margin expansion."

Response:

In response to the Staff's comment, we plan to enhance our disclosure in future filings to explain the meaning of "merchandise margin expansion", substantially as follows, using the Staff's identified disclosure from the Company's fiscal 2013 Form 10-K, as enhanced as described in the Company's response to the Staff's letter dated August 26, 2014, as an example (additions noted in bold and deletions noted in strikethrough):

"The decrease in gross profit as a percentage of net sales was partially offset by merchandise margin expansion of 35 basis points.  This increase in merchandise margin was primarily the result of a change in sales mix as discussed above.  Merchandise margins, which represent margins earned above the cost of the product, excluding other items included in cost of goods sold (vendor allowances, inventory shrinkage and obsolescence, freight, distribution, shipping and store occupancy costs), increased as a percentage of sales by 35 basis points, due to changes in sales mix from lower margin categories to higher margin categories as discussed above."

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA, page 36

1.  Basis of Presentation and Summary of Significant Accounting Policies, page 48

Segment Information, page 50

2.

 We have read your response to comment 9 of our letter dated August 26, 2014.  An operating segment is considered reportable if it meets any one of the threshold criteria under ASC 280-10-50-12.  Accordingly, please provide to us the "reported profit or loss" quantitative threshold analysis for your operating segments.  In doing so, specify the reported profit or loss figure you use for such purposes and explain in sufficient detail how you compute it.

Securities and Exchange Commission

October 30, 2014

Page 3

Confidential Treatment Requested by Dick's Sporting Goods, Inc.
Pursuant to 17 CFR 200.83

Response:

The Company uses gross profit as its measure for "reported profit or loss" in its quantitative threshold analysis under ASC 280-10-50-12, which is computed as net sales minus cost of goods sold, including occupancy and distribution costs, as determined in accordance with generally accepted accounting principles.  The Company's gross profit for each of its operating segments for fiscal 2013, and the 10% "reported profit or loss" threshold, was as follows (in thousands):

Operating Segment

 2013 Gross Profit

Dick's Sporting Goods Stores

 [*]

Golf Galaxy Stores

 [*]

eCommerce

 [*]

All Other

 [*]

Consolidated

 [*]

10% threshold

 [*]

Based on this, the Company concluded that Golf Galaxy's gross profits do not meet the 10% quantitative thresholds set forth in ASC 280-10-50-12.

3.

 Notwithstanding the comment immediately above, please separately discuss, when material, the gross margins of your Golf Galaxy Stores apart from your Dick's Sporting Goods Stores within MD&A.

Response:

We confirm that we will make appropriate disclosures within our MD&A if a difference in gross profit rate between our Golf Galaxy stores and our Dick's Sporting Goods stores is material to the Company's results of operation for the period reported or financial condition.

4.

 We note your disclosure on page 35 that you had no reporting units at risk for goodwill impairment as of February 1, 2014.  Please address the following comments:

•

 Tell us if your Golf Galaxy operating segment also represents a single reporting unit and quantify the amount of goodwill allocated to your Golf Galaxy reporting unit(s).

•

 Tell us if you performed a quantitative goodwill impairment test as of February 1, 2014 for your Golf Galaxy reporting unit(s).  If so, please provide us with the results of that test, including quantification of the reporting unit's carrying and fair values and, if applicable, quantification of the implied fair value of goodwill.  If you only performed a qualitative test, please justify why a quantitative test was not necessary.

•

 Given the recent negative economic trends and restructuring of your golf business, tell us if you have performed an interim goodwill impairment test since February 1, 2014.  If not, please tell us why an interim test was not necessary under ASC 350-20-35-30.

Securities and Exchange Commission

October 30, 2014

Page 4

Confidential Treatment Requested by Dick's Sporting Goods, Inc.
Pursuant to 17 CFR 200.83

Response:

We confirm that our Golf Galaxy operating segment represents a single reporting unit.  All goodwill allocated to the Golf Galaxy reporting unit was fully impaired during the fiscal quarter ended January 31, 2009, as further described in the Company's Form 8-K filed on February 5, 2009 and disclosed in the Company's Form 10-K for the fiscal year ended January 31, 2009.  On page 51 of the Company's Form 10-K for the fiscal year ended February 1, 2014, we continue to disclose the amount of this accumulated impairment charge as follows:

"At February 1, 2014 and February 2, 2013, the Company reported goodwill of $200.6 million, net of accumulated impairment charges of $111.3 million."

The Company hereby acknowledges the following:

(i)

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

(ii)

 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

(iii)

 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.

If you have any questions with regard to these responses, need further information or would like to discuss any of the information covered in this letter, please contact Ami Galani, Vice President, Senior Corporate Counsel & Assistant Secretary at (724) 273-4240 or ami.galani@dcsg.com.

 Sincerely,

 /s/ ANDRÉ J. HAWAUX

 André J. Hawaux

 Executive Vice President – Finance, Administration and Chief Financial Officer

cc:

 Edward W. Stack

October 20, 2014

Via E -mail
Andre J. Hawaux
Executive Vice President – Finance, Administration 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 February 1, 2014
Filed March 28, 2014
Response dated September 23, 2014
File No. 1-31463

Dear Mr. Hawaux :

We have reviewed your response dated September 23, 2014  and have the following
additional 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you  will provide the requested
response.   If you do not believe our comments apply  to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing  and the info rmation you provide in
response to these  comments, we may have  additional comments.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, page 24

Income from Operations, page 28

1. We have read your res ponse to comment 4 of our letter dated August 26, 2014.  Please
ensure your revised disclosures adequately explain the meaning of “merchandise margin
expansion.”

Andre J. Hawaux
Dick’s Sporting Goods, Inc.
October 20, 2014
Page 2

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA, page 36

1. Basis of Presentation and Summary of Significant Accounting Policies, page 48

Segment Information, page 50

2. We have read your response to comment 9 of our letter dated August 26, 2014.  An
operating segment is considered reportable if it meets any one of the threshold criteria
under ASC 280 -10-50-12.  Accordingly, please provide to us the “reported profit or los s”
quantitative threshold analysis for your operating segments.  In doing so, specify the
reported profit or loss figure you use for such purposes and explain in sufficient detail
how you compute it.

3. Notwithstanding the comment immediately above, ple ase separately discuss, when
material, the gross margins of your Golf Galaxy Stores apart from your Dick’s Sporting
Goods Stores within MD&A.

4. We note your disclosure on page 35 that you had no reporting units at risk for goodwill
impairment as of Februa ry 1, 2014.  Please address the following comments:

 Tell us if your Golf Galaxy operating segment also represents a single reporting unit
and quantify the amount of goodwill allocated to your Golf Galaxy reporting unit(s).

 Tell us if you performed a qu antitative goodwill impairment test as of February 1,
2014 for your Golf Galaxy reporting unit(s).  If so, please provide us with the results
of that test, including quantification of the reporting unit’s carrying and fair values
and, if applicable, quanti fication of the implied fair value of goodwill.  If you only
performed a qualitative test, please justify why a quantitative test was not necessary.

 Given the recent negative economic trends and restructuring of your golf business,
tell us if you have p erformed an interim goodwill impairment test since February 1,
2014.  If not, please tell us why an interim test was not necessary under ASC 350 -20-
35-30.

You may contact Robert Babula, Staff Accountant,  at (202) 551 -3339  or Andrew Blume,
Staff Accounta nt, at (202) 551 -3254  if you have questions regarding our comments.  Please
contact me at (202) 551 -3737  with any other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

CORRESP
1
filename1.htm

		DKS-2014.09.23-SEC Comment Letter Response

345 Court Street, Coraopolis, PA 15108

FOIA Confidential Treatment Request
Confidential Treatment Requested by Dick’s Sporting Goods, Inc.
Pursuant to 17 CFR 200.83

September 23, 2014

BY EDGAR SUBMISSION

Ms. Jennifer Thompson

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:    Dick’s Sporting Goods, Inc.

Form 10-K for Year Ended February 1, 2014

Filed March 28, 2014

File No. 1-31463

Dear Ms. Thompson:

Enclosed please find our responses to the comments set forth in the letter dated August 26, 2014 from the Staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”), with respect to the above-referenced document. 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 overnight mail to the address shown above. Please note that the Company is providing a portion of its responses to Comment #1 and Comment #9 pursuant to Rule 83 of the Commission’s Rules of Practice, and requests confidential treatment for the redacted portions of the response, which are indicated herein as [*]. Please promptly inform me of any request for disclosure of all or a portion of such material made pursuant to the Freedom of Information Act or otherwise, so that the Company may substantiate the foregoing request for confidential treatment in accordance with Rule 83. A copy of this request is also being delivered to the Freedom of Information Act Officer of the Commission.

      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 are in regular type.

Securities and Exchange Commission

September 23, 2014

Page 2

Confidential Treatment Requested by Dick’s Sporting Goods, Inc.
Pursuant to 17 CFR 200.83

Form 10-K for Year Ended February 1, 2014

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, page 24

Overview, page 24

1.

 We note your eCommerce sales are included within your same store sales calculation. Tell us your basis for inclusion of online sales in your same store sales calculation and explain to us what consideration you gave to also disclosing same store sales excluding eCommerce sales. In explaining your basis, please tell us and disclose whether the prices, margins or types of products ordered online differ materially from products available at your brick and mortar stores.

Response:

The Company is an omni-channel retailer offering an extensive assortment of sports equipment, apparel, footwear and accessories both in its brick and mortar stores as well as on its websites.  Our omni-channel platform allows our customers to connect with the Dick’s Sporting Goods brands and have a seamless shopping experience, regardless of the channel through which they shop with us.  Over the course of the past few years, we have cross-developed shopping channels to allow customers to seamlessly shop both in stores and online.  We view our stores and eCommerce operations in an integrated and fundamentally inseparable manner that is reflected in the way we plan and manage the business.  For example:

▪

 In fiscal 2013, [*]% of online orders were fulfilled and shipped from our brick and mortar stores, making stores both retail locations and mini-distribution centers for online orders;

▪

 Customers are able to return merchandise purchased online at any of our stores;

▪

 Customers may buy selected products online, and pick those products up at any of our brick and mortar stores;

▪

 Customers at our brick and mortar stores can place online orders through in-store kiosks for product that is not available at the store, and select whether the product is shipped to the store or the customer’s home;

▪

 In fiscal 2013, [*]% of our eCommerce sales represented online orders placed in our brick and mortar stores, through our in-store kiosks or through associate-assisted mobile or tablet sales;

▪

 Our eCommerce website allows customers to locate products they are looking at online in brick and mortar stores, so they can experience the look and feel of the product before purchasing the product;

▪

 The merchandise assortment, pricing and margins offered online is similar to our stores;

▪

 The Company’s eCommerce and brick and mortar merchandising, planning and allocation and marketing departments are consolidated;

▪

 The Company’s marketing and promotional activities are consistent across channels, so the customer shopping experience online is consistent with the customer experience in store,

Securities and Exchange Commission

September 23, 2014

Page 3

Confidential Treatment Requested by Dick’s Sporting Goods, Inc.
Pursuant to 17 CFR 200.83

including use of coordinated signage and content, promotions, featured products, and advertising;

▪

 There is a single customer loyalty program across all channels that allows customers to use discounts and coupons online or in brick and mortar stores;

▪

 Online resources allow our customers to research products prior to visiting our stores to experience the merchandise and consult with our in-store experts; and

▪

 Approximately 75% of our online orders are shipped to a customer within a 15-mile proximity of a Dick’s store.

Differentiating between the in-store and online channels is challenging because the source from which a sale is initiated, originated, fulfilled and serviced is affected by the interdependencies discussed above.  As a result, simply differentiating between these channels does not enhance an understanding our net sales.  We anticipate these interdependencies will continue to grow with further development of our omni-channel strategy.

Today the Company classifies each sale that is completed on our eCommerce websites as an eCommerce sale, including a sale that takes place through our in-store kiosks or an associate-assisted mobile or tablet sale.  Accordingly, even though the sale is generated from traffic in our brick and mortar store, the sale is classified as an eCommerce sale.  The Company acknowledges that its internal definition of eCommerce sales could differ from the definition of other retail companies, as varying points of view exist in defining eCommerce sales by origin of order or fulfillment.

The Company includes Dick’s Sporting Goods eCommerce sales within its Dick’s Sporting Goods same store calculation and Golf Galaxy eCommerce sales within its Golf Galaxy same store calculation.  In order to provide investors with information about the relative contribution of eCommerce sales, the Company also provides the overall penetration of eCommerce sales, as a percentage of total sales.  This penetration metric is used by management in understanding the channels through which its customers are shopping, and allows our investors to calculate total eCommerce sales.  In the Company’s Annual Report on Form 10-K for fiscal 2013, the Company disclosed that “Net sales increased 6% to $6,213.2 million in fiscal 2013 from $5,836.1 million in fiscal 2012 due primarily to a 1.9% increase in consolidated same store sales on a 52-week to 52-week basis and the growth of our store network, partially offset by the inclusion of the 53rd week of sales in fiscal 2012. Sales during the 53rd week of fiscal 2012 totaled approximately $74 million.  The 1.9% consolidated same store sales increase consisted of a 2.4% increase at Dick's Sporting Goods and a 7.1% decrease at Golf Galaxy. eCommerce sales penetration was 7.9% of total sales during the current period compared to 5.3% of total sales during the 53 weeks ended February 2, 2013.”

The Company also provides quantitative disclosure about sales per square foot in its brick and mortar stores.  Management considers this to be an important metric to assess the productivity of brick and mortar stores and to analyze the Company’s short term and long term omni-channel strategy, and, specifically, the Company’s new store strategy.  Management reviews, and the Company discloses, net sales per square foot by excluding eCommerce sales.  Because the Company provides the penetration of eCommerce sales to its total sales, our investors are able to understand how management calculates and monitors net sales per square foot.

Securities and Exchange Commission

September 23, 2014

Page 4

Confidential Treatment Requested by Dick’s Sporting Goods, Inc.
Pursuant to 17 CFR 200.83

Based on the interdependencies of the Company’s omni-channel retail sales, and the quantitative information the Company currently provides regarding its eCommerce and brick and mortar sales, we do not believe that providing additional quantitative emphasis or detail on eCommerce sales would be useful to investors.

The Company also notes that we changed how we report our eCommerce sales in order to enhance our discussion of results in the context of our omni-channel business in accordance with Item 303(a)(3) of Regulation S-K and SEC Release No. 33-8350 (2003).  From fiscal 2010 to fiscal 2013, the Company included eCommerce sales in its consolidated same store sales and reported period-over-period growth in its eCommerce business, but apart from same store sales for Dick’s Sporting Goods and Golf Galaxy.  At that time, the overall penetration of eCommerce sales to the Company’s total sales was relatively low, representing 4.0% in fiscal 2011 and 5.3% in fiscal 2012.  Because eCommerce period-over-period growth was based on a smaller base of business, the Company experienced eCommerce growth of 36.4% in fiscal 2011 and 48.5% in fiscal 2012.   As noted in the Company’s Form 8-K filed March 11, 2013, beginning in fiscal 2013, the Company began to include eCommerce sales in its separate calculations of Dick’s Sporting Goods and Golf Galaxy same store sales.  The Company made this change because, as the Company’s eCommerce sales grew, the changes in our customer’s expectations and shopping behaviors made it clear that interdependencies existed between our brick and mortar stores and our online channels, as we discussed above.  We believe our current disclosure best reflects the Company’s omni-channel business and provides our investors the relevant measures to understand the relative contribution of eCommerce and brick and mortar sales.

Net Sales, page 27

2.

 We note your disclosure, “eCommerce sales penetration was 7.9% of total sales during the current period compared to 5.3% of total sales during the 53 weeks ended February 2, 2013.” Based on our calculations, it appears that online net sales increased by approximately 59% from fiscal 2012 to 2013 and represented nearly half of the increase in your total net sales. We also note your disclosure on page 28, “Shipping expenses as a percentage of sales increased due to the growth in eCommerce sales relative to the sales growth at our brick and mortar stores.” Considering the growth realized in your eCommerce operations, please enhance your disclosures to highlight the significance of eCommerce sales on your sales trends and also consider providing additional discussion of the costs associated with these sales. If you do not believe such information would be useful to investors, please explain the reasons for your determination.

Response:

We confirm the Staff’s calculation that online net sales increased by approximately 59% from fiscal 2012 to 2013, which represented approximately 48% of the increase in the Company’s total net sales for the same period.

The gross profit rate for brick and mortar sales is similar to the gross profit rate for eCommerce sales, though the cost components for those two channels are slightly different.  For our brick and mortar stores, we principally incur store occupancy expenses, such as rent, depreciation, maintenance, utilities and other real estate related costs, whereas through our eCommerce operations we incur fulfillment costs with a third party who operates and hosts our Dickssportingoods.com website and customer shipping expenses.  However, despite these different

Securities and Exchange Commission

September 23, 2014

Page 5

Confidential Treatment Requested by Dick’s Sporting Goods, Inc.
Pursuant to 17 CFR 200.83

cost components, the relative impact of these costs compared to sales is similar, and as a result, the gross profit rate shown in the Company’s income statement and discussed in the Management’s Discussion and Analysis is indicative of the Company’s gross profit rate for all sales regardless of channel.

In response to the Staff’s comment, the Company recognizes that, in addition to the quantitative metrics the Company already discloses as discussed in response to Comment #1, the Company can better highlight the significance of its eCommerce sales on its sales trends as well as the interrelationships between our eCommerce and brick and mortar costs.  The Company proposes to include enhanced disclosure regarding its eCommerce sales in Management’s Discussion and Analysis of Financial Condition and Results of Operations in future filings, beginning with the Company’s Quarterly Report on Form 10-Q for the period ending November 1, 2014.  The Company has provided draft disclosure in response to the Comment #4, in order to provide the complete draft disclosure in response to both Comment #2 and Comment #4.

3.

 Please quantify for us and disclose the change in noncomparable net sales between periods. In doing so, please distinguish the amounts attributable to new stores, closed stores, and/or other noncomparable drivers.

Response:

For the year ended February 1, 2014, the Company’s noncomparable net sales increased $346.6 million on a 52-week to 52-week basis (fiscal 2012 was a 53-week fiscal year).  Sales attributable to new stores that are not yet included in our same store sales calculation increased net sales by $362.8 million. In future filings, beginning with our Quarterly Report on Form 10-Q for the period ending November 1, 2014, we will disclose the dollar amount of changes in our net sales that are attributable to same store and noncomparable net sales, to read substantially as follows (additional disclosure is noted in bold):

Net sales increased X% to $X,XXX.X million in fiscal 201X from $X,XXX.X million in fiscal 201X. The X.X% increase in consolidated same store sales contributed $XXX.X million of the increases in revenue for fiscal 201X. The remaining $XXX.X million increase in the Company’s noncomparable sales is primarily attributable to new stores.

Income from Operations, page 28

4.

 Where you identify intermediate causes of changes in your operating results, also describe the reasons underlying the intermediate causes. For example, you disclose on page 28 that your gross profit percentage decreased from fiscal 2012 to 2013 largely due to increases in occupancy costs that were offset by “merchandise margin expansion.” Please explain in reasonable detail the reasons for these fluctuations and, in doing so, ensure you adequately explain the meaning of “merchandise margin expansion” and discuss the specific drivers, such as changes in retail prices, vendor allowances, the promotional environment, and/or other factors that led to increased margins. Also, to the extent that changes in certain expenses classified within costs of goods sold do not track closely with changes in sales, please discuss and quantify on an absolute dollar basis, if material, the nature and amount of those expenses. See SEC Release No. 33-8350.

Response:

Securities and Exchange Commission

September 23, 2014

Page 6

Confidential Treatment Requested by Dick’s Sporting Goods, Inc.
Pursua

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		Correspondence-ExtensionLetter

345 Court Street, Coraopolis, PA  15108

September 3, 2014

BY EDGAR SUBMISSION

Ms. Jennifer Thompson

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:

 Dick’s Sporting Goods, Inc.

Form 10-K for Year Ended February 1, 2014

Filed March 28, 2014

File No. 1-31463

Dear Ms. Thompson:

We have received your comment letter dated August 26, 2014, concerning the above referenced Form 10-K. The comment letter asks for our written response within 10 business days or to tell you when we will provide you with our response. By way of this letter, we confirm that the staff granted an extension of an additional 10 business days to complete our response, as discussed on September 2, 2014 via telephone by Robert Babula, Staff Accountant, and Ami Galani, Vice President, Senior Corporate Counsel & Assistant Secretary. We intend to provide our responses to the comment letter by no later than September 24, 2014. We sincerely appreciate your grant of the requested extension.

We acknowledge that:

(i)

 the Company is responsible for the adequacy and accuracy of the disclosures in the filing,

(ii)

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings, and

(iii)

 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.

If you have any questions, or if you would like to discuss our responses further, please contact Ami Galani at (724) 273-4240.

 Sincerely,

 /s/ Jim Braim

 Vice President, Controller

August 2 6, 2014

Via E -mail
Andre J. Hawaux
Executive Vice President – Finance, Administration 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 February 1, 2014
Filed March 28, 2014
File No. 1-31463

Dear Mr. Hawaux :

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to ot her portions of your documents.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, p lease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL COND ITION
AND RESULTS OF OPERATIONS, page 24

Overview, page 24

1. We note your eCommerce sales are included within your same store sales calculation.
Tell us your basis for inclusion of online sales in your same store sales  calculation and
explain to  us what c onsideration you gave to also disclosing same store sales excluding
eCommerce sales.  In explaining your basis, please tell us and disclose whether the
prices, margins or type s of products ordered online differ materially from products
available at your br ick and mortar stores.

Andre J. Hawaux
Dick’s Sporting Goods, Inc.
August 26 , 2014
Page 2

 Net Sales, page 27

2. We note your disclosure, “eCommerce sales penetration was 7.9% of total sales during
the current period compared to 5.3% of total sales during the 53 weeks ended February 2,
2013.”  Based on our calculations , it appears that online net sales increased by
approximately 59% from fiscal 2012 to 2013 and represented nearly half of the increase
in your total net sales.  We also note your disclosure on page 28, “Shipping expenses as a
percentage of sales increased due to the growth in eCommerce sales relative to the sales
growth at our brick and mortar stores.”  Considering the growth realized in your
eCommerce operations, please enhance your disclosures to highlight the significance of
eCommerce sales on your sales  trends and also consider providing additional discussion
of the costs associated with these sales.   If you do not believe such information would be
useful to investors, please explain the reasons for your determination.

3. Please quantify for us and disclose the change in noncomparable net sales between
periods.  In doing so, please distinguish the amounts attributable to new stores, closed
stores, and/or other noncomparable drivers.

Income from Operations, page 28

4. Where you identify intermediate causes of changes in your operating results, also
describe the reasons underlying the intermediate causes.  For example, you disclose on
page 28 that your gross profit percentage decreased from fiscal 2012 to 2013 largely du e
to increases in occupancy costs that were offset by “merchandise margin expansion.”
Please explain in reasonable detail the reasons for these fluctuations and, in doing so,
ensure you adequately explain the meaning of “merchandise margin expansion” and
discuss the specific drivers, such as changes in retail prices, vendor allowances, the
promotional environment, and/or other factors that led to increased margins.  Also, to the
extent that changes in certain expenses classified within costs of goods sold do not track
closely with changes in sales, please discuss and quantify on an absolute dollar basis, if
material, the nature and amount of those expenses.  See SEC Release No. 33 -8350.

5. Please discuss changes in SG&A expense  on an absolute dollar basis as well as on  a
percentage of sales  basis .  While there may be some correlation between the items you
disclose and the volume of sales, it appears your relative discussion of SG&A may not
adequately capture changes in SG&A expense that are not volume relate d, such as salary
and benefit changes for your existing workforce and non -sales associates.  While your
existing discussion of SG&A relative to sales is informative, we believe it would be
useful to also discuss those items that do not exactly correlate wi th the volume of sales.

Liquidity and Capital Resources, page 30

6. We note you maintain a $ 500 million  credit agreement  as a source of liquidity.  If
borrowings during the reporting period are materially different than the period -end

Andre J. Hawaux
Dick’s Sporting Goods, Inc.
August 26 , 2014
Page 3

 amounts recorded in the financial statements, please revise future filings to provide
disclosure about the intra -period variations in your borrowings .  See SEC Release No.
34-62934.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA, page 36

CONSOLIDATED STATEMENTS OF CASH FLOWS, page 47

7. Please n ote that  borrowings and payments on your revolving credit  facility  should be
recorded on a gross basis in the statement of cash flows unless the original maturity of the
borrowings  is three months or less.  Refer to ASC 230 -10-45-9 and advise us why the
borrowings and payments were not reflected on a gross basis.

1. Basis of Presentation and Summary of Significant Accounting Policies, page 48

Revenue Recognition, page 50

8. Please tell us how you determined that it was approp riate to classify income from
unredeemed gift card s as a reduction of selling, general and administrative expenses as
opposed to within net sales or other operating income .  Further,  tell us and, if material,
disclose the amount of breakage income recogniz ed during the periods presented.

Segment Information, page 50

9. We note that you aggregate your operating segments into a single reportable segment.
Please address the following comments related to your segment presentation:

 Refer to your response letter  to the Staff dated June 25, 2010.  In response to Staff
comment 3 , you indicated that your operating segments consisted of your  Dick’s
Sporting Goods stores, Golf Galaxy stores and eCommerce business.  Please  explain
to us if the composition of your operating segments has changed since our prior
review.  If so, explain to us the new composition and the drivers that caused the
change.

 Please demonstrate to us how you determined that all of your operating seg ments
have  similar economic characteristics , including similar long -term gross margins.
Tell us the metrics you use to assess operating segment performance and provide us
with sufficient historical and projected data that supports your aggregation
determi nation.  Furthermore, we note within your June 25, 2010 response letter that
you expected the divergent 2008 and 2009 gross profit rates of your store segments to
converge in the future.  If still applicable, s ummarize for us if the gross profit rates of
those operating segments did, in fact, converge .  In your response, please ensure you
also tell us how you considered in your segment determination the disparities in store
openings and same store sales trends between your Dick’s Sporting Goods and Golf

Andre J. Hawaux
Dick’s Sporting Goods, Inc.
August 26 , 2014
Page 4

 Galaxy stores, the significant growth of your eCommerce business, and the recent
negative economic trends and restructuring of your golf business.

Schedule II, page 69

10. Please present the activity of your reserve for sales returns on a gross basis within
Schedule II.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s 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 state ment from 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 acti on with 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 Robert Babula , Staff Accountant , at (202) 551 -3339  or Andrew Blume ,
Staff Accountant , at (202) 551 -3254  if you have questions regarding our comments .  Please
contact me at (202) 551 -3737  with any other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

August 1, 2013

Via E -mail
Edward W. Stack
Chief Executive Officer
Dick’s Sporting Goods, Inc.
345 Court Street
Coraopolis, Pennsylvania 15108

Re: Dick’s Sporting Goods, Inc.
 Form 10 -K for the Year Ended February 2, 2013
Filed March 22, 2013
Definitive Proxy Statement on Schedule 14A
Filed April 19, 2013
File No. 1-31463

Dear Mr. Stack :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any pers on under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 an d all applicable rules require.

Sincerely,

 /s/ Dietrich A. King for

Mara L. Ransom
Assistant Director

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		DKS-2013.7.31_Response_Letter

345 Court Street, Coraopolis, PA  15108

July 31, 2013

BY EDGAR SUBMISSION AND FACSIMILE

Ms. Mara L. Ransom

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:    Dick’s Sporting Goods, Inc.

Form 10-K for Year Ended February 2, 2013

Filed March 22, 2013

Definitive Proxy Statement on Schedule 14A

Filed April 19, 2013

File No. 1-31463

Dear Ms. Ransom:

We are responding to the comments contained in the Staff’s letter dated July 17, 2013, (the “Comment Letter”) in connection with our above-referenced filings.  The numbered response below corresponds to the Staff’s numbered comment included in the Comment Letter.  Unless otherwise indicated, references to the “Proxy Statement” refer to the Definitive Proxy Statement on Schedule 14A for our 2013 Annual Meeting of Stockholders filed on April 19, 2013, and references to the “Company,” “we,” or “our” in this letter refer to Dick’s Sporting Goods, Inc. and its consolidated subsidiaries.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 22

Short-Term Incentive Awards, page 29

1. Please tell us how you determined the “component attainment” of 98.71% and 98.38% for Mr. Stack with respect to EBT and Strategic Goals, respectively. Please also tell us how you determined the “component attainment” of 184.04% and 163.03% for your other named executive officers with respect to EBT and Strategic Goals, respectively.

Response:

The Company’s short-term incentive program for fiscal year 2012 looked at a combination of two basic metrics, earnings and strategic goals, to determine if short-term incentive awards would be paid and, if so, the amount of such awards.  Each of the metrics had pre-determined goals, along with potential payout (as a percentage of base salary) upon achievement of those goals at threshold, target and maximum levels.  The Company calculated “component attainment” of each metric by reviewing the Company’s actual results against the pre-determined goals and the corresponding

Securities and Exchange Commission

July 31, 2013

Page 2

metric-level potential payout amounts (as a percentage of base pay) at the threshold, target and maximum levels (using interpolation).  That “component attainment” was then applied to eligible earnings and the overall “potential payout amounts” (as a percentage of base salary) in order to determine the amount of each eligible employee’s short-term incentive award.  A sample calculation for “component attainment” for EBT achieved between the target and maximum goals for the EBT metric is as follows:

(Actual EBT – Target EBT goal)/(Maximum EBT goal – Target EBT goal)*(Maximum Payout Percent – Target Payout Percent) + Target Payout Percent.

Component attainment was calculated for all of our named executive officers, including for Mr. Stack, by comparing the Company’s EBT against the following pre-determined earnings targets and strategic goals:

2012 Performance Targets

 Threshold(1)

 Target

 Maximum(1)

Consolidated EBT

 $446,400,000

 $496,000,000

 $530,700,000

Strategic Goals:

Same Store Sales Increase

 3.2%

Gross Margin Improvement

 17 bps

Inventory Turn Improvement

 0.03x

New Store Productivity Improvement

 1,105 bps

(1)  Each of the four metrics comprising the Strategic Goals is satisfied on a yes/no basis; as such, there is only one measurement for each component.

Additional details about this short-term incentive award program, along with a description of the overall calculations for each named executive officer, were disclosed in the Proxy Statement from pages 29 through 33.

As disclosed on page 32 of the Proxy Statement, the Company’s fiscal 2012 non-GAAP EBT was $525,161,385 and the Company achieved 3 out of the 4 strategic goals.  The Compensation Committee excluded certain non-recurring and similar items in determining the Company’s EBT, as permitted pursuant to Section 2(cc) of the Company’s 2002 Amended and Restated Stock and Incentive Plan (the “2002 Plan”), which provides that the Administrator shall appropriately adjust any evaluation of performance under a “Qualifying Performance Criteria,” as that term is defined therein, to exclude, among other events, asset write-downs that occur during a performance period.  The most significant non-recurring item excluded from the EBT calculation was an impairment of available for sale securities recognized by the Company during fiscal 2012.  The Company recognized an impairment charge of $32,370,000 in connection with its investment in JJB Sports, as further discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2013.

Using the Company’s non-GAAP EBT of $525,161,385 and applying interpolation between target and maximum goals, the Compensation Committee calculated the “component attainment” for each of the Company’s named executive officers, to be 184.04% for the EBT metric and 163.03% for the Strategic Goals metric.

Securities and Exchange Commission

July 31, 2013

Page 3

Upon reviewing the initial value of Mr. Stack’s short-term incentive award, the Compensation Committee determined, through exercise of negative discretion, that the calculation of Mr. Stack’s award should be modified so as to include the Company’s impaired investment in JJB Sports in the EBT calculation.  The Compensation Committee is empowered to exercise negative discretion pursuant to Section 8(d) of the 2002 Plan, which provides as follows:

“(d) Discretionary Adjustments.  Notwithstanding satisfaction of any performance goals, the amount paid under an Incentive Bonus Award on account of either financial performance or personal performance evaluations may be reduced by the Administrator on the basis of such further considerations as the Administrator shall determine.”

The inclusion of  the earnings impact of the JJB impairment in the calculation of EBT resulted in a lower “component attainment” for both the EBT and Strategic Goals metrics for Mr. Stack, as reflected on page 32 of the Proxy Statement and a corresponding total incentive payout below target level.

The Company disclosed the Compensation Committee’s exercise of discretion on page 33 of the Proxy Statement as follows: “In calculating the Company's EBT for purposes of determining the Chairman and Chief Executive Officer's annual performance incentive award, the Compensation Committee included the impact of the impairment charge relating to the Company's investment in JJB Sports, Plc, a non-recurring event that the Compensation Committee, consistent with past practice, otherwise excluded in determining awards for other participants in the 2012 annual performance incentive program. As a result, the Chairman and Chief Executive Officer's overall incentive award was lower than if the impact of the charge had been excluded.”

We acknowledge that:

(i)   the Company is responsible for the adequacy and accuracy of the disclosures in the filing,

(ii)   staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings, and

(iii)   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.

If you have any questions, or if you would like to discuss our responses further, please contact Ami Galani, Vice President, Senior Corporate Counsel and Assistant Secretary, at (724) 273-4240.

 Sincerely,

 /s/ David I. Mossé

 Senior Vice President – Chief Strategy Officer and General Counsel

July 17, 2013

Via E -mail
Edward W. Stack
Chief Executive Officer
Dick’s Sporting Goods, Inc.
345 Court Street
Coraopolis, Pennsylvania 15108

Re: Dick’s Sporting Goods, Inc.
 Form  10-K for the Year Ended February 2, 2013
Filed March 22, 2013
Definitive Proxy Statement on Schedule 14A
Filed April 19, 2013
File No. 1-31463

Dear Mr. Stack :

We have reviewed your filings  and have the following comment .  In our comment , we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do  not believe our comment applies  to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide in
respons e to this comment,  we may have  additional comments.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 22

Components of Compensation, page 28

Short -Term Incentive Awards, page 29

1. Please tell us how you d etermined the “component attainment” of 98.71% and 98.38%
for Mr. Stack with respect to EBT and Strategic Goals, respectively.   Please also tell us
how you determined the “component attainment” of 184.04% and 163.03% for your other
named executive officers  with respect to EBT and Strategic Goals, respectively.

Mr. Edward W. Stack
Dick’s Sporting Goods, Inc.
July 17, 2013
Page 2

 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 al l 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 from 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 with 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  Charles Lee, Staff Attorney , at (202) 551 -3427 or Dietrich A. King,
Legal Branch Chief, at (202) 551 -3338  if you have questions .

Sincerely,

/s/ Dietrich A. King  for

Mara L. Ransom
Assistant Director

June 28, 2011
Via E-mail

Timothy E. Kullman Executive Vice President – Finance,
Administration and Chie f 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 29, 2011
Filed March 18, 2011
   Definitive Proxy Statement on Schedule 14A
Filed April 20, 2011
   File No. 001-31463

Dear Mr. Kullman:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
         / s /  M a r a  L .  R a n s o m  f o r
H. Christopher Owings  Assistant Director

cc: Jennifer R. Minter, Esq.

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corresp

[Dick’s Sporting Goods letterhead]

June 21, 2011

Via Edgar

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549-0503

Attn.: Ronald Alper

    Re:

    Dick’s Sporting Goods, Inc.

Form 10-K for the Fiscal Year Ended January 29, 2011

Filed March 18, 2011

File No. 001-31463

Dear Mr. Alper:

This letter is being provided at your request by Dick’s Sporting Goods, Inc. (the “Company”) in
connection with correspondence filed on the Company’s behalf on June 17, 2011, in which the Company
agreed, in response to a comment orally communicated by the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”), to re-file the Company’s Second Amended and Restated
Credit Agreement dated as of July 28, 2004, as then amended, and to include all corresponding
schedules and exhibits, with the Company’s next quarterly report filed on Form 10-Q.

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 Commission;

    •

    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.

If you have any questions, please do not hesitate to contact me at (724) 273-3229.

Very truly yours,

    /s/  Timothy E. Kullman

    Timothy E. Kullman

    Executive Vice President- Finance,

Administration and Chief Financial Officer

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corresp

June 17, 2011

Via Edgar

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549-0503

Attn.: Ronald Alper

    Re:

    Dick’s Sporting Goods, Inc.

Form 10-K for the Fiscal Year Ended January 29, 2011

Filed March 18, 2011

File No. 001-31463

Dear Mr. Alper:

This letter is being provided on behalf of Dick’s Sporting Goods, Inc. (the “Company”) in response
to a comment made by the Staff of the Securities and Exchange Commission (the “Staff”), which was
orally communicated in telephone conversations on June 9, 2011 to Timothy E. Kullman, Executive
Vice President- Finance, Administration and Chief Financial Officer of the Company, and on June 14,
2011 to Jennifer Minter of Buchanan Ingersoll & Rooney PC, with respect to the Company’s Form 10-K
for the year ended January 29, 2011.

The Staff has requested that the Company, in its next quarterly report filed on Form 10-Q, re-file
its Second Amended and Restated Credit Agreement dated as of July 28, 2004, as then amended (the
“Credit Agreement”), and include with such filing all corresponding schedules and exhibits to the
Credit Agreement.

Per that request, the Company will re-file its Credit Agreement along with the corresponding
schedules and exhibits as an exhibit to its next quarterly report on Form 10-Q. To the extent that
the Company determines that any schedules or exhibits contain confidential information, it reserves
the right to redact that confidential information and request confidential treatment therefor in
accordance with applicable rules and regulations of the Securities and Exchange Commission.

If you have any questions, please do not hesitate to contact me at (412) 562-8444.

Very truly yours,

Buchanan Ingersoll & Rooney PC

/s/ Jennifer R. Minter

Jennifer R. Minter

    cc:

    Timothy E. Kullman

David I. Mossé

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

July 19, 2010

 Mr. Timothy E. Kullman 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, 2010 Filed March 18, 2010 Form 8-K Filed March 9, 2010 File No. 1-31463
 Dear Mr. Kullman:
We have completed our review of your fili ngs and do not have any further comments at
this time.

         S i n c e r e l y ,

          Jennifer Thompson
         B r a n c h  C h i e f

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FOIA Confidential Treatment

Has Been Requested by Dick’s Sporting Goods, Inc.

Pursuant to 17 CFR 200.83

June 25, 2010

BY FACSIMILE AND EDGAR SUBMISSION

Ms. Jennifer Thompson

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Mail Stop 3561

Washington, D.C. 20549-3561

    Re:

    Dick’s Sporting Goods, Inc.

Form 10-K for Fiscal Year Ended January 30, 2010

Filed March 18, 2010

Form 8-K Filed March 9, 2010

File No. 1-31463

Dear Ms. Thompson:

     Enclosed please find our responses to the comments set forth in the letter dated June 2, 2010
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. Please note that the
Company is providing a portion of its response to Comment 5 pursuant to Rule 83 of the Commission’s
Rules of Practice, and requests confidential treatment for the redacted portions of the response,
which are indicated herein as [*]. Please promptly inform me of any request for disclosure of all
or a portion of such material made pursuant to the Freedom of Information Act or otherwise, so that
the Company may substantiate the foregoing request for confidential treatment in accordance with
Rule 83. A copy of this request is also being delivered to the Freedom of Information Act Officer
of the Commission.

     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;

Securities and Exchange Commission

June 25, 2010

Page 2

    •

    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.

     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 are in regular type.

Form 10-K for the Fiscal Year Ended January 30, 2010

Financial Statements, page 45

General

    1.

    We note your disclosure in MD&A that you amended your e-commerce agreement and began
recording e-commerce revenue on a gross basis compared to your prior recording of these
revenues on a net basis pursuant to FASB ASC 605-45. We have the following, comments:

    •

    Please clarify whether this e-commerce agreement is the same agreement with GSI
discussed in footnote 13 on page 69. If so, please explain the terms of the agreement,
including the compensation arrangement with GSI for their services and how it relates
to the royalty arrangement.

Response:

The amended e-commerce agreement referenced in the MD&A is the same agreement with GSI discussed in
footnote 13. Prior to the amendment in August 2008, the use of the www.DicksSportingGoods.com
website (the “Website”) was licensed to GSI. Under the terms of the original agreement, GSI was
responsible for merchandise procurement, assortment and pricing; and order fulfillment and
collections. GSI had the full financial risk and reward associated with operations of the Website.
In exchange for the use of the domain name, GSI made a royalty payment to the Company.

The royalty payment to the Company was calculated as a percentage of the net sales transacted on
the Website. The royalty income was included in net sales for all periods presented in the
Company’s Form 10-K prior to the effective date of amended agreement, which included fiscal years
up to and including the fiscal year ending January 31, 2009. The royalty income recognized for the
fiscal years ending February 2, 2008 and January 31, 2009 was less than 1% of the Company’s net
sales reported in both periods.

    •

    Please tell us the terms of the amendment that resulted in the change to
recording revenues gross from recording them net. In doing so, please address each
indicator in ASC 605-45 to support your position that that gross reporting is now
appropriate.

    Securities and Exchange
Commission

June 25, 2010

Page 3

Response:

Under the terms of the amended agreement dated August 2008, the Company assumed operational
responsibility for the Website effective February 1, 2009, including merchandise procurement,
assortment, and pricing while GSI became primarily responsible for hosting and maintaining the
Website, and order fulfillment. GSI is paid a transaction fee by the Company based on the value and
type of orders placed through the Website.

As stated within ASC 605-45, the following items are indicators that a company should record
revenue based on the gross amount billed to a customer because it has earned revenue from
the sale of goods:

    •

    The company is the primary obligor in the arrangement

    •

    The company has general inventory risk (before customer order is placed or upon customer
return)

    •

    The company has latitude in establishing price

    •

    The company changes the product or performs part of the service

    •

    The company has discretion in supplier selection

    •

    The company is involved in the determination of product or service specifications

    •

    The company has physical loss inventory risk (after customer order or during shipping)

    •

    The company has credit risk

Based upon the aforementioned criteria / indicators, the Company concluded that its Website sales
should be recorded on a “gross” basis effective with the new terms of the amended agreement (i.e.
February 1, 2009). The Company’s conclusion is primarily based upon the following:

    •

    The company is the primary obligor in the arrangement — Although GSI is
responsible for order fulfillment (except for merchandise ordered on-line and picked up
in-store), the Company bears full responsibility for a customer’s acceptance of the
products ordered by them. Customers may return merchandise on-line or to a Company store.
Further, all Website orders include packing slips, invoices and return labels branded with
the Company’s name, trademarks and/or logos, which provides further evidence that the
Company is responsible for fulfilling the ordered product or service. In addition, the
purchase line of each customer’s billing statement identifies the seller of said
merchandise as “DicksSportingGoods.com”. We believe that all of these factors support the
position that the Company is the primary obligor in the arrangement.

    •

    The company has general inventory risk (before customer order is placed or upon
customer return) — The Company is primarily responsible for profits and losses of the
merchandise it
procures for the Website. Further, the Company is responsible for any in-store returns of
products purchased via the Website.

    •

    The company has latitude in establishing pricing — The Company is
responsible for establishing the selling price for the merchandise and related shipping
fees charged to customers with respect to orders placed on the Website.

Securities and Exchange Commission

June 25, 2010

Page 4

    •

    The company changes the product or performs part of the service — Due to the
nature of the transaction, this is not applicable.

    •

    The company has discretion in supplier selection and the company is involved in the
determination of product or service specifications — The Company is primarily
responsible for the assortment of products and services offered on the Website and
negotiates the price, quantities, and specifications with merchandise vendors.

    •

    The company has physical loss inventory risk (after customer order or during
shipping) — In the event a shipment is lost during delivery, the Company bears
responsibility for making the customer whole.

    •

    The company has credit risk— Due to the nature of the transaction, there is no
material credit risk.

    •

    Please tell us and disclose in MD&A the amount of revenue from e-commerce
sales. We note your discussion in results of operations that net sales increased due
to the addition of e-commerce sales; however, you do not quantify the amount of
e-commerce sales. We also note that you appear to quantify sales from e-commerce in
your quarterly earnings conference calls, and believe this is important information to
also provide to your investors within your MD&A narrative.

    Response:

For the year ended January 30, 2010, revenues from e-commerce sales totaled $103.6 million which
represents less than 3% of the Company’s consolidated revenues. As the Staff notes, we have
provided information during our quarterly earnings calls to facilitate our financial statement
users’ understanding of the impact of recording e-commerce sales on a gross basis effective with
the changes made to our agreement with GSI. To the extent we provide similar information in the
future to clarify our financial statement users’ understanding of changes in the Company’s revenues
from period to period and believe such information is important to financial statement users, we
will enhance our disclosures within the MD&A section of the Company’s Annual Reports on Form 10-K
and Quarterly Reports on Form 10-Q.

Consolidated Statements of Operations, page 47

    2.

    We note on page 8 that you provide support services, such as golf services, bicycle
maintenance and repairs, tennis racquet and lacrosse stick stringing, ice skate sharpening and
assembly of fitness equipment. Please quantify for us your revenues from these support
services for each year included in your filing. To the extent that your support service
revenues exceed ten percent of your total revenues, please separately present service revenues
on the face of your income statement. Refer to Rule 5-03 of Regulation S-X. Notwithstanding
the preceding, please expand your revenue recognition policy for these support service
revenues.

    Securities and Exchange
Commission

June 25, 2010

Page 5

Response:

The Company’s revenues from its support services do not exceed ten percent of total revenues in any
of the last three fiscal years. The aggregate revenues from these support services were $21.0
million, $11.8 million and $10.7 million for fiscal years 2007, 2008 and 2009, respectively. These
support service revenues represent less than 1% of the Company’s consolidated revenues for all of
the aforementioned fiscal years.

The Company will revise its revenue recognition policy to clarify the inclusion of its support
services and e-commerce sales and will include such revised policy in its future filings, beginning
with the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2011. The
amended revenue recognition policy will read as follows:

Revenue Recognition — Revenue from retail sales of merchandise is recognized at the point
of sale, net of sales tax. Revenue from e-commerce sales is recognized upon shipment of
merchandise and any service related revenue primarily as the services are performed. A
provision for anticipated merchandise returns is provided through a reduction of sales and
cost of sales in the period that the related sales are recorded. Revenue from gift cards and
returned merchandise credits (collectively the “cards”) are deferred and recognized upon the
redemption of the cards. These cards have no expiration date. Income from unredeemed cards
is recognized in the Consolidated Statements of Operations in selling, general and
administrative expenses at the point at which redemption becomes remote. The Company
performs an evaluation of the aging of the unredeemed cards, based on the elapsed time from
the date of original issuance, to determine when redemption is remote.

Notes to Consolidated Financial Statements, page 52

Segment Information, page 56

    3.

    We note that you aggregate your operating segments into one reportable segment due to the
economic characteristics of the store formats, the similar nature of the products sold, the
type of customer and the method of distribution. Please explain to us what is meant by
“economic characteristics of the store formats” and why that supports aggregation. Also,
please tell us in sufficient detail how you identified your operating segments and how you
determined that your operating segments have similar economic characteristics, including
similar long-term average gross margins. In doing so, provide us with your analysis of the
similar economic characteristics of your Dick’s Sporting Goods stores and your Golf Galaxy
stores to support aggregating these stores into one reportable segment. Your response should
also address the fact that you separately discuss the Dick’s Sporting Goods stores and the
Golf Galaxy stores in your quarterly earnings conference calls, and provide your analysis of
whether the differences in those businesses that warrant separate
discussion in your earnings calls support presenting these chains as separate reportable
segments. Refer to ASC 280-10-50.

Securities and Exchange Commission

June 25, 2010

Page 6

Response:

The Company considers its Dick’s Sporting Goods stores, its Golf Galaxy stores and its e-commerce
business as operating segments under the guidelines outlined in ASC 280-10-50-1. The Dick’s
Sporting Goods stores and the Golf Galaxy stores for the purpose of this discussion represent the
collective aggregation of each individual store operating under the banner of Dick’s Sporting Goods
or Golf Galaxy. We refer to these banners as “store formats”. The Dick’s Sporting Goods stores,
the Golf Galaxy stores and the Company’s e-commerce business, each engage in business activities
from which they earn revenues and incur expenses. Discrete financial information is available for
each of these operating segments.

The operating results for these operating segments are reviewed regularly by our Chief Executive
Officer, who operates as our chief operating decision maker (“CODM”). The key metrics that the
CODM reviews include sales levels and trends, merchandise margins and gross profit as a percentage
of sales, and merchandise inventory assortment and turns.

The Company believes that each of these operating segments have similar economic characteristics.
The Company believes that the most meaningful financial measures to utilize when comparing economic
characteristics of its store formats are gross profit as a percentage of sales and inventory
turnover. While short term performance of these operating segments may vary, we believe these
businesses have similar long-term economic characteristics.

During fiscal years 2005 through 2007, gross profit rates for the Dick’s Sporting Goods stores and
the Golf Galaxy stores varied by no more than 3.4 percentage points. In February 2007, the Company
acquired Golf Galaxy and initially retained the former management team to operate the Golf Galaxy
operating segment until June 2008, when the former management team separated from the Company.
During fiscal 2008 and into fiscal 2009, the Company continued to integrate the Golf Galaxy
business and established a new Corporate based management team for the Golf Galaxy operating
segment. During fiscal 2009, the new Corporate based management team implemented a new merchandise
assortment and marketing strategy. As a result of these new strategies, the Golf Galaxy business
experienced significant merchandise clearance activity throughout most of fiscal 2009. These
management changes and corresponding merchandise clearance strategies caused the disparity in gross
profit rates

CORRESP
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corresp

June 4, 2010

Via Edgar

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549-7010

Mail Stop 3561

Attn.: Jennifer Thompson, Branch Chief

    Re:

    Dick’s Sporting Goods, Inc.

Form 10-K for the Fiscal Year Ended January 30, 2010

Filed March 18, 2010

Form 8-K Filed March 9, 2010

File No. 1-31463

Dear Ms. Thompson:

Our client, Dick’s Sporting Goods, Inc. (the “Company”), is in receipt of the letter dated June 2,
2010 from the Staff of the Securities and Exchange Commission (the “Staff”) to Timothy E. Kullman,
with respect to the Company’s Form 10-K for the year ended January 30, 2010 and Form 8-K filed
March 9, 2010. The purpose of this letter is to memorialize my conversation with Ms. Yong Kim on
Friday June 4, 2010, during which it was agreed that the Company would provide its response to the
Staff’s letter on or before Wednesday, June 30, 2010.

If you have any questions, please do not hesitate to contact me at (412) 562-8444.

    Very truly yours,

Buchanan Ingersoll & Rooney

    /s/  Jennifer R. Minter

    Jennifer R. Minter

    cc:

    Yong Kim

Timothy E. Kullman

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

    Mail Stop 3561
June 2, 2010
  Mr. Timothy E. Kullman 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, 2010 Filed March 18, 2010 Form 8-K Filed March 9, 2010 File No. 1-31463
 Dear Mr. Kullman:
We have reviewed your filings and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your document.  Pleas e provide a written resp onse to our comments.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  We look forward to working with  you in these respects.  We welcome any
questions you may have about our comments or any other aspect of our review.  Feel free to call
us at the telephone numbers listed  at the end of this letter.

Mr. Timothy E. Kullman
Dick’s Sporting Goods, Inc.
June 2, 2010 Page 2

Form 10-K for the Fiscal Year Ended January 30, 2010
 Financial Statements, page 45

General

1. We note your disclosure in MD&A that you amended your e-commerce agreement and
began recording e-commerce revenue on a gros s basis compared to your prior recording
of these revenues on a net basis pursuant to  FASB ASC 605-45.  We have the following
comments:

• Please clarify whether this e-commerce agre ement is the same agreement with GSI
discussed in footnote 13 on page  69.  If so, please explain the terms of the agreement,
including the compensation arrangement with GSI for their services and how it relates
to the royalty arrangement.
• Please tell us the terms of the amendment that resulted in the change to recording
revenues gross from recording them net.  In  doing so, please addre ss each indicator in
ASC 605-45 to support your position that that gross reporting is now appropriate.

• Please tell us and disclose in MD&A the amount of revenue from e-commerce sales.
We note your discussion in resu lts of operations that net sales increased due to the
addition of e-commerce sales; however, you do not quantify the amount of e-
commerce sales.  We also note that you a ppear to quantify sales from e-commerce in
your quarterly earnings conference calls, and be lieve this is important information to
also provide to your investor s within your MD&A narrative.
 Consolidated Statements of Operations, page 47

 2. We note on page 8 that you provide support se rvices, such as golf services, bicycle
maintenance and repairs, tennis racquet and l acrosse stick stringing, ice skate sharpening
and assembly of fitness equipment.  Pleas e quantify for us your revenues from these
support services for each year  included in your filing.  To  the extent that your support
service revenues exceed ten pe rcent of your total revenues, please separately present
service revenues on the face of your income stat ement.  Refer to Rule 5-03 of Regulation
S-X.  Notwithstanding the preceding, please expand your revenue recognition policy for these support service revenues.
 Notes to Consolidated Financial Statements, page 52

 Segment Information, page 56

 3. We note that you aggregate your operating segm ents into one reportable segment due to
the economic characteristics of the store formats, the similar nature of the products sold,

Mr. Timothy E. Kullman
Dick’s Sporting Goods, Inc.
June 2, 2010 Page 3

the type of customer and the method of distri bution.  Please explain to us what is meant
by “economic characteristics of the store format s” and why that supports aggregation.
Also, please tell us in sufficient detail how you identified your operating segments and
how you determined that your operating segments  have similar economic characteristics,
including similar long-term average gross marg ins.  In doing so, provide us with your
analysis of the similar economic characteristics of your Dick ’s Sporting Goods stores and
your Golf Galaxy stores to support aggregating these stores into one reportable segment.
Your response should also address the fact that you separately discuss the Dick’s Sporting Goods stores and the Golf Galaxy stor es in your quarterly earnings conference
calls, and provide your analysis of whether the differences in these businesses that
warrant separate discussion in your earnings calls support presenting these chains as separate reportable segments.  Refer to ASC 280-10-50.
 Schedule II – Valuation and Qualifying Accounts, page 74

 4. We note on page 55 that that you record a pr ovision for anticipated merchandise returns
through a reduction of sales and cost of sales.  Please provide us with a rollforward of this
provision for each year included in your fili ng.  Please also tell us how you considered
including the activity in your merchandise returns and allowance account in this schedule or within the notes to the financial stat ements.  Refer to Rules 5-04 and 12-09 of
Regulation S-X for guidance.
 Form 8-K Filed March 9, 2010

 5. We note your presentation of EBITDA, and we also note that you define EBITDA in the
first paragraph under the heading “Non-GAAP Fi nancial Measures” as earnings before
interest, taxes and depreciati on; however, your EBITDA reconciliation presents earnings
before interest, taxes, de preciation and amortization, me rger integration costs,
impairment of goodwill and other intangibles, impa irment of store assets and gain on sale
of asset.  Please revise future filings to en sure that the reconciliat ion of this measure and
its description within your narrative are consistent.  Also, given that EBITDA is widely
established as earnings before  interest, taxes, depreciati on and amortization, and you do
not define it as such, please rename your measure.  See Question 103.01 of our
Compliance and Disclosure Interpretations concerning Non-GAAP Financial Measures,
available on our website at www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm
.
 6. We note your reconciliation of non-GAAP net in come and earnings per share.  Please tell
us, and disclose in future filings, how you calcu lated the tax effect of the elimination of
merger and integration costs.  See Ques tion 102.11 of our Compliance and Disclosure
Interpretations concerning Non-GAAP Financial Measures, availabl e on our website at
www.sec.gov/divisions/corpfin /guidance/nongaapinterp.htm
.

*      *      *      *      *

Mr. Timothy E. Kullman
Dick’s Sporting Goods, Inc. June 2, 2010 Page 4

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your respon ses to our comments and
provides any requested information.  Detailed letters greatly facilitate  our review.  Please
understand that we may have additional comm ents after reviewing your response to our
comments.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filings include all information required under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with 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 federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our  comments on your filings.

  You may contact Yong Kim at (202) 551-3323 if you have any questions regarding these
comments.  Please contact me at (202) 551-3737 with any other questions.

         S i n c e r e l y ,

          Jennifer Thompson
         B r a n c h  C h i e f

Mail Stop 3561
 March 4, 2009

Via U.S. Mail

  Edward W. Stack  Chairman and Chief Executive Officer,  President  Dick’s Sporting Goods, Inc.  300 Industry Drive RIDC Park West  Pittsburgh, Pennsylvania  15275

 Re:   Dick’s Sporting Goods, Inc.
   Form 10-K for the Fiscal Year Ended February 2, 2008   Filed March 27, 2008     File No.  001-31463
 Dear Mr. Stack:   We have completed our review of your Form 10-K and related filings and have no
further comments at this time.            S i n c e r e l y ,
H. Christopher Owings Assistant Director

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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

CORRESP
1
filename1.htm

CORRESP

    One Oxford Centre
 301 Grant
Street, 20th Floor

    Pittsburgh. PA 15219-1410

    Jeremiah G. Garvey

    T 412 562 8800

    412 562 8811

    F 412 562 1041

    jeremiah garvey@bipc com

    www buchananingersoll com

February 12,
2009

VIA EDGAR SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE
 Washington, DC 20549

Mail Stop 3561

Attention: Mara Ransom, Legal Branch Chief

    Re:

    Dick’s Sporting Goods, Inc.,

Annual Report on Form 10-K for the Year Ended February 2, 2008

Filed March 27, 2008

Definitive Proxy Statement on Schedule 14A

Filed May 7, 2008

File No. 001-31463

Dear Ms. Ransom:

          On behalf of Dick’s Sporting Goods, Inc. (the “Company”), this letter is being submitted in
response to comments received by the Company from the staff of the Securities and Exchange
Commission (the “Staff”) by letter dated January 30, 2009 with respect to the Company’s Annual
Report on Form 10-K for the year ended February 2, 2008 and Definitive Proxy Statement on Schedule
14A filed May 7, 2008 (the “Comments”).

          This letter formally confirms the oral request that the Company be granted an extension of
time to provide a response to the Comments and your oral agreement to such an extension received
during your conversation with Jennifer Minter of this firm on February 11, 2009. As conveyed in
that request, the Company will file a response to the Comments on or before February 20, 2009.

          If you require additional information, please feel free to contact me at the telephone
number above or Jennifer Minter at (412) 562-8444.

    Very truly yours,

    /s/ Jeremiah G. Garvey

    Jeremiah G. Garvey

    cc:

    Jennifer R. Minter, Esq.

Diane Lazzaris, Esq. — Dick’s Sporting Goods, Inc.

California :: Delaware :: Florida :: New Jersey :: New York :: Pennsylvania :: Virginia :: Washington, DC

Mail Stop 3561                  January 30, 2009  Edward W. Stack  Chairman and Chief Executive Officer,  President  Dick’s Sporting Goods, Inc.  300 Industry Drive RIDC Park West  Pittsburgh, Pennsylvania  15275
 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, 2009   File No. 001-31463

Dear Mr. Stack:
  We have reviewed your filing and have the following comments.  You should comply with the comments in all future filings, as applicable.  Please confirm in writing
that you will do so, and also explain to us in sufficient detail how you intend to comply
by providing us with your proposed revisions .  If you disagree, we will consider your
explanation as to why our comments are inappl icable or a revision is  unnecessary.  Please
be as detailed as necessary in your explan ation.  After reviewing this information, we
may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for Fiscal Year Ended December 31, 2007

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

Overview
1. Recent news reports regarding the economy and analyses of the recent difficulties
in the retail, financial and credit mark ets have focused on the negative impact

Mr. Edward W. Stack
Dick’s Sporting Goods, Inc.
January 30, 2009 Page 2 of 4
these uncertain times have had on cons umer retail spending in 2008.  Please
ensure that you discuss in detail the actions you have ta ken and expect to continue
to take in light of the current economic e nvironment 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 liqui dity, 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 devel op in order to address these trends and
offset their impact on results of opera tions in future periods. See Item
303(a)(1)(2)(3) of Regulation S-K. Als o, for further guidance please refer to
Interpretative Release Nos. 33-8350 a nd 34-48960 issued by the Commission in
December 2003.
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 conditi ons in the retail economic environment,
please expand your disclosure to  address the current and po tential future impact of
these trends and conditions on your li quidity and capital resources, giving
particular consideration to the fact that your primary s ources of liquidity are cash
flows from operations and your Credit Ag reement.  For example, we note your
indication that you are cons tructing a 657,000 square foot distribution center near
Atlanta, Georgia which is expected to  be completed during fiscal 2008.  As
another example, we note that holders of the senior secured convertible notes due
2024 currently have the right  to elect to put the no tes to you.  Discuss how you
plan to finance construction of this faci lity, any store expansions that you intend
to complete in fiscal 2008, and any elections noteholders may deliver to you for purposes of converting the notes.

Item 9A. Controls and Procedures, page 38
3. We note your disclosure that your chie f executive officer and chief financial
officer concluded that your disclosure cont rols and procedures are effective as of
such date “in ensuring that mate rial information relating to the
Company…required to be disc losed by [you] in reports th at it files or submits
under the Exchange Act is recorde d, processed, summarized, accumulated,
communicated and reported, within the tim e periods specified in the SEC rules
and forms.”  As you have included a portion of the definition of disclosure controls and procedures with your eff ectiveness conclusion, you must include the
entire definition.  Please confirm that in fu ture filings, you will revise to disclose,

Mr. Edward W. Stack
Dick’s Sporting Goods, Inc.
January 30, 2009 Page 3 of 4
if true, that your disclosure controls and procedures are also effective to ensure
that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s
management, including its principal executiv e and principal financial officers, or
persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.  See Excha nge Act Rule 13a-15(e).  Alternatively,
you may simply state that the officers concluded that your disclo sure controls and
procedures are effective.
 Definitive Proxy Statement on Schedule 14A

 Executive Compensation, page 19

 Compensation Discussion and Analysis, page 19

 Benchmarking Executive Compensation, page 21

4. We note your indication that the Compensation Committee approved the
establishment of an Executive Compensation Retail Peer Group using certain criteria, including retailers with reve nues generally up to double the annual
revenues of the Company.  Please revise to disclose why you would include in
your peer group companies that meet th is criteria, as opposed to utilizing
companies with annual revenue equal to yours.

Annual Bonus, page 23

5. We note that you have disclosed the 2007 and 2008 consolidated EBT targets,
however, with respect to the other metrics you utilize for purposes of your annual
bonus program, such as Dick’s EBT, Sales, Margin Pe rcent Increase and
Inventory Turn Ratio, you state that those me trics were set at levels “such that the
relative difficulty of achieving the target leve l is consistent from year to year.”
Please disclose the 2007 target level associat ed with each of these metrics.  To the
extent you believe disclosure of these me trics is not requir ed because it could
result in competitive harm, provide us on a supplemental basis a detailed
explanation for this conclusion.  See in struction 4 to Item 402(b) and Question
118.04 of our Regulation S-K Compliance and Disclosure Interpretations located
at our web-site, www.sec.gov .
6. We note you provide the amounts that were  paid to your named executives in
connection with your 2007 bonus program  on page 24, however, you have not
explained how each of the amounts you arrived at were determined based upon achievement of the company metrics disclose d on page 23.  Please revise so that it
is clear how you arrived at  the amounts you disclose here and in the Summary
Compensation Table.

Mr. Edward W. Stack
Dick’s Sporting Goods, Inc.  January 30, 2009 Page 4 of 4
*****

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the adequacy  and accuracy of the disc losures they have made.
 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

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

• staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filing; and

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

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

You may contact Mara L. Ransom, Legal Branch Chief, at (202) 551-3264, or me
at (202) 551-3725 with any other questions.

Sincerely,

H. Christopher Owings Assistant Director

CORRESP
1
filename1.htm

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’

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

       June 29, 2007

Mr. Timothy E. Kullman
Chief Financial Officer
Dick’s Sporting Goods, Inc.
300 Industry Drive
RIDC Park West
Pittsburgh, Pennsylvania 15275

Re:  Dick’s Sporting Goods, Inc.
Item 4.02 Form 8-K
Filed June 5, 2007
File No. 1-31463

Dear Mr. Kullman:

 We reviewed your responses to our prior comments on the above referenced filing as set forth in your letter dated June  21, 2007.  Our review resulted in the following
additional comments.

Form 8-K Filed June 5, 2007

1. We reviewed your response to comment one from our letter dated June 7, 2007.
Regarding your accounting policies for cons truction allowances received prior to
a store’s grand opening where you are deem ed the owner during the construction
period and which qualifies for sale-leas eback accounting upon completion of
construction, please explain to us your ba sis for presenting cash received prior to
the grand opening as operating cash infl ows and your basis for reclassifying
amounts previously reflected in operati ng cash flows to proceeds from sale-
leaseback transactions in investing cash fl ows.  It appears to us that the reduction
in the non-cash obligation for construction in progress – leased facilities (or
deferred construction allowances) upon a sale-leaseback transaction should be
reported as a non-cash investing activity.  Regarding the effect  of restatement on
previously filed financial statements, pleas e 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.  Also, it appe ars that your description of the non-
mathematical classification errors in your  response differs from the description

Mr. Timothy E. Kullman
Dick’s Sporting Goods, Inc. June 29, 2007
Page 2
contained in Form 8-K.  As requested in our initial comment, please consider
amending the filing to provide a more deta iled description of the facts underlying
the classification errors a nd your conclusion that prev iously issued financial
statements should not be relied upon.  Refer to Item 4.02(a)(2) of Form 8-K.

2. In future periodic filings please c onsider identifying and describing your
accounting policies in regard  to your sale-leaseback tr ansactions, EITF 97-10 and
your related cash flow pres entation.  Refer to paragraph 12 of APB 22.  To the
extent material, please also consider  providing the disclo sures required by
paragraphs 17 and 18 of SFAS 98.

As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter that provides any requested in formation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment and response to our comments.  Please submit your response
letter on EDGAR.

If you have any questions regarding these co mments, please direct them to me at
(202) 551-3336.  In my absence, you may di rect your questions to William Thompson,
Branch Chief, at (202) 551-3344.

Sincerely,

 Adam Phippen
Staff Accountant

CORRESP
1
filename1.htm

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

June 21, 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 of the Securities and Exchange Commission (the “Commission”)
that were contained in your letter dated June 7, 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. Please tell us in detail how you account for construction allowances and recoverable costs from
developed properties and related capital expenditures. Address your balance sheet, income
statement and cash flow accounting policies. Where relevant, please also address both stores where
you are not considered the owner during the construction period and stores where you are
considered the owner during the construction period and the authoritative literature that supports
your present accounting positions. Please also tell how you revised the cash flow classifications,
why your previous classifications were incorrect and why the revised classifications are
appropriate. In addition, describe why the restatement had an effect on accounts receivable,
deferred construction allowances, capital expenditures, recoverable costs from developed properties
and proceeds from sale-leaseback transactions. Taking into account the items above, please
consider amending the filing to provide a more detailed description of the facts underlying your
conclusion that previously issued financial statements should not be relied upon. Refer to Item
4.02(a)(2) of Form 8-K. Finally, please explain to us the factors you consider in determining
whether or not you are the owner of stores during the construction period.

June 21, 2007

Page - 2 -

The Company may enter into leases that require it to construct or improve a facility and seek
subsequent reimbursement from the landlord, subject to satisfactory fulfillment of applicable lease
provisions. These reimbursements may be referred to as tenant allowances, construction allowances,
or landlord reimbursements. For the purposes of this response letter, the Company refers to all of
these reimbursements collectively as “Construction Allowance(s).”

The Company’s accounting for a Construction Allowance differs if a store lease is accounted for
under the provisions of EITF 97-10, “The Effect of Lessee Involvement in Asset Construction”.
Paragraph 7 of EITF 97-10 provides that ... “A lessee’s obligation to cover costs over a certain
amount would result in the lessee’s maximum guarantee being in excess of 90 percent of the total
project costs. Therefore, the lessee would be considered the owner of the project during the
construction period.” The EITF further states that ... “If the lessee is considered the owner of
the asset during the construction period, then effectively a sale and leaseback of the asset occurs
when construction of the asset is complete and the lease term begins.” Some of the Company’s leases
with Construction Allowances have a cap on the Construction Allowance which places the Company at
risk for all cost overruns and triggers the provisions of paragraph 7 in EITF 97-10 which causes
the Company to be considered the owner during the construction period (97-10 Store).

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

Balance Sheet

The Company records capital expenditures, including those covered by a Construction Allowance, as
follows:

Debit                “Property and Equipment, Net”

           Credit                “Cash” or “Accounts Payable”

A receivable is established for the portion of the expenditure eligible for reimbursement as
follows:

Debit                “Accounts Receivable, Net”

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

As reimbursements are received from the landlord, they are recorded as follows:

Debit                 “Cash”

           Credit                “Accounts Receivable, Net”.

June 21, 2007

Page - 3 -

Income Statement

The Company follows the accounting guidance in FASB Technical Bulletin 88-1, Issues Relating to
Accounting for Leases. The Construction Allowance is considered a reduction of rental expense by
the Company over the term of the lease. The asset and deferred liability are depreciated and
amortized, respectively, over the lease life (or life of the asset if less than the lease life).
The asset is depreciated to depreciation expense and the liability is amortized to rent expense as
follows:

Debit                 Depreciation Expense

           Credit                “Property and Equipment, Net”

Debit                 Deferred Construction Allowance

           Credit                Rent Expense

Both Depreciation Expense and Rent Expense are reflected within “Cost of goods sold, including
occupancy and distribution costs” on the Company’s consolidated statement of income.

Cash Flow

The amount of cash received during the period for Construction Allowances is reported as changes in
“Deferred construction allowances” within the operating activities section of its consolidated
statements of cash flows. The amortization of the Deferred Construction Allowance is reported as a
non cash add back to reconcile net income to net cash provided by investing activities within
“Depreciation and Amortization” in the consolidated
statements of cash flows. Capital expenditures
are reflected on a “gross” basis, (i.e., capital expenditures are not reduced by Construction
Allowances), within the investing activities section of the Company
consolidated statements of cash
flows.

Accounting Policy — Stores Where the Company is Deemed the Owner During the Construction Period:

Balance Sheet

The Company records the following journal entries for capital expenditures related to stores where
the Company is deemed the owner during the construction period and the lease includes a
Construction Allowance:

Capital expenditures up to the amount of the Construction Allowance are recorded as follows:

Debit                 “Construction in Progress — Leased Facilities”

           Credit                “Cash” or “Accounts Payable”

Debit                 “Accounts Receivable, Net”

           Credit                “Non-cash Obligations for Construction in Progress — Leased Facilities”

June 21, 2007

Page - 4 -

Collection of the Construction Allowance is recorded as:

Debit                 “Cash”

           Credit                “Accounts Receivable, Net”

Capital expenditures above the amount of the Construction Allowance are recorded as follows:

Debit                 “Property and Equipment, Net”

           Credit                “Cash” or “Accounts Payable”

The asset recorded within “Construction in Progress — Leased Facilities” and the liability
recorded within “Non-cash Obligations for Construction in Progress — Leased Facilities” are
eliminated at the end of the construction period when the sale and leaseback transaction has been
completed.

Income Statement

The asset is depreciated over the lesser of the lease life or the life of the asset and is recorded
as deprecation expense as a component of “Cost of goods sold, including occupancy and distribution
property”.

Cash Flow

Capital expenditures are reflected on a “gross” basis (i.e.
capital expenditures include both the increase in “Property and
Equipment, Net” and “Construction in Progress
— Leased Facilities” and are not reduced by the
Construction Allowances), within the investing activities section of
the Company’s consolidated statements of cash flows.

The construction of a store is deemed to be completed the day before the store is open to the
public (the “Grand Opening”). Upon completion of construction, the Company applies the criteria in
FASB 98, “Accounting for Leases” to determine the qualification for sale-leaseback accounting
treatment. The Company reports as “Proceeds from sale leaseback transactions” within the investing
activities section of its consolidated statements of cash flows the amount of cash received for the
construction of the facility. If the Company receives cash prior to a store’s grand opening date,
these monies are shown as a change in “Accounts receivable” within the operating activities section
of the consolidated statements of cash flows. Once a store grand opens , the Company will
reclass amounts previously recorded as a change in Accounts Receivable to “Proceeds from sale
leaseback transactions” within the investing activities section of the consolidated statements of
cash flows. This reclass has no net impact on the Company’s consolidated statements of cash flows.
Any additional monies received subsequent to the grand opening date are reported as “Proceeds from
sale leaseback transactions”.

June 21, 2007

Page - 5 -

Effect of Restatement on Previously Filed Financial Statements

Due to a mathematical error in a cash flow spreadsheet used by the Company, the Company overstated
the amount of Construction Allowances in its consolidated statements of cash flows for the
construction of the Company’s new stores where the Company was not considered the owner during the
construction period during fiscal 2006. This error resulted in an overstatement of “Capital
expenditures” in the investing activities and an equal and off-setting overstatement of changes in
“Accounts receivable” in the operating activities sections
of the Company’s consolidated statements of cash flows. The error had no impact on our previously
reported consolidated balance sheet for fiscal 2006. In addition, the Company determined that it
did not properly eliminate the non-cash activity for the Construction Allowances which affected the
changes in “Accounts receivable” and Deferred construction allowance” in the operating activities
and “Capital expenditures” in the investing activities
sections of the consolidated statements of
cash flows. The impact on the consolidated statements of cash flows for fiscal 2006 and 2005
resulting from the items discussed above resulted in a reduction of cash flows used in investing
activities of $53.6 million and $8.1 million, respectively, with an equal off-setting reduction of
cash flows provided by operating activities. The amount of this error represented approximately
27% of previously reported cash flows provided by operating activities totaling $196.2 million and
approximately 32% of previously reported cash flows used in investing activities totaling $169.2
million. Based on the significance of the error, the Company concluded that the error in reporting
operating and investing activities in the cash flow statement for 2006 ($53.6 million) was such
that a restatement of the previously issued financial statements was necessary.

Elective Reclassifications

Further, as part of the Form 8-K, the Company elected1 to make certain other
immaterial changes within the investing activities section of the
consolidated statements of cash flows to
enhance the reporting for “Capital expenditures” and “Proceeds from sale-leaseback transactions”
(collectively, the “Elective Reclassifications”). The Company does not believe that the prior
classifications were in error or that the changes in classifications created the need for a
restatement, but rather the Company elected to make these changes in addition to undertaking the
restatement in order to enhance the overall reporting for Capital expenditures and Construction
Allowances. In short, the mathematical error in the spreadsheet used by the Company noted above
was the cause of the non-reliance Form 8-K. The Elective
Reclassifications are not correcting
errors, were volitional on the part of the Company and do not constitute Item 4.02 events under the
Form 8-K requirements. The Company provided a brief description
of these Elective Reclassifications in the
Form 8-K to enhance disclosure and as a matter of completeness of its disclosure. As such, the
Company respectfully asserts that it has complied with Item 4.02(a)(2) of Form 8-K.

    1

    Please note that the Form 8-K states “[f]urther,
we have reclassified certain tenant allowances from increases or decreases in
recoverable costs from developed properties to other captions. As a result,
capital expenditures now include the Company’s investment in stores where
it is considered the owner during the construction period. Proceeds from
sale-leaseback transactions now include monies received by the Company for
tenant allowances from landlords at stores where the Company is considered the
owner during the construction period. The Company believes these changes
enhance reporting of the Company’s capital expenditures. These
elective changes are more fully described and set forth in the amended
2006 Reports (emphasis added).”

June 21, 2007

Page - 6 -

For stores where the Company is considered the owner during the construction period, the amounts
previously reported within the investing activities section of the
consolidated statement of cash flows as “Increase in recoverable costs from developed properties” represented the
change in accounts receivable related to Construction Allowances and proceeds for the
sale-leaseback transaction related to these stores were netted against “Capital expenditures”. As
part of the Elective Reclassifications, the “Increase in recoverable costs from developed
properties” line item has been eliminated in the consolidated statement of cash flows and capital expenditures
are now reported “gross” and not reduced by Construction Allowances when the Company is considered
the owner during the construction period. “Proceeds from sale-leaseback transactions” now include
monies received by the Company for stores where it is considered the owner during the construction
period. These Elective Reclassifications have the effect of increasing amounts reported as capital
expenditures, increasing the amounts previously reported as proceeds from sale leaseback
transactions, and eliminating the amount of cash outflows reported as an increase in recoverable
costs from developed properties. These changes were all within the investing activities section of
the consolidated statements of cash flows.

The Company believes these changes enhance reporting of the Company’s capital expenditures as
capital expenditures are now reported on a gross basis. Capital expenditures in fiscal 2006 and
2005 were increased by $26.4 million and $45.8 million, respectively, with equal offsets in
“Proceeds from sale-leaseback transactions” and “Increase in recoverable costs form developed
properties” resulting in no net change for the reclassifications in the Company’s investing
activities section of its consolidated statements of cash flows.

The
following table sets forth the effects of the restatement and the Elective Reclassification on
certain line items within our previously reported consolidated statements of cash flows:

    Fiscal Year Ended 2006

    Fiscal Year Ended 2005

    As

    Adjustments

    As

    Adjustments

    previously

    for

    Elective

    As

    previously

    for

    Elective

    As

    reported

    Errors

    Reclassifications

    restated

    reported

    Errors

    Reclassifications

    restated

    (in thousands)

    (in thousand

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

       June 7, 2007

Mr. Timothy E. Kullman
Chief Financial Officer
Dick’s Sporting Goods, Inc.
300 Industry Drive
RIDC Park West
Pittsburgh, Pennsylvania 15275

Re:  Dick’s Sporting Goods, Inc.
Item 4.02 Form 8-K
Filed June 5, 2007
File No. 1-31463

Dear Mr. Kullman:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with more information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 8-K filed June 5, 2007

1. Please tell us in detail how you account for construction allowances and recoverable costs from developed propert ies and related capit al expenditures.
Address your balance sheet, income statement and cash flow accounting policies.
Where relevant, please also  address both stores where you are not considered the
owner during the construction period a nd stores where you are considered the
owner during the construction period and the authoritative liter ature that supports
your present accounting positions.  Please al so tell how you revised the cash flow

Mr. Timothy E. Kullman
Dick’s Sporting Goods, Inc. June 7, 2007
Page 2
classifications, why your previous classi fications were inco rrect and why the
revised classifications are appropriate.  In addition, de scribe why the restatement
had an effect on accounts receivable, de ferred construction allowances, capital
expenditures, recoverable costs from developed properties and proceeds from
sale-leaseback transactions .  Taking into account the items above, please consider
amending the filing to provide a more deta iled description of the facts underlying
your conclusion that previously issued fi nancial statements should not be relied
upon.  Refer to Item 4.02(a)(2) of Form 8- K.  Finally, please explain to us the
factors you consider in determining whet her or not you are the owner of stores
during the construction period.

2. Please explain to us the nature of your  sale-leaseback transactions and, with
reference to authoritative literature, y our related accounting policies.  Please
address the nature of propert ies subject to sale leaseback transactions, the nature
of the items included in sales-leasebac k proceeds, why you are deemed the owner
of the properties, why sale treatment is appropriate and how pr ofits and losses are
determined and recognized.

As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter that provides any requested in formation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment and response to our comments.  Please submit your response
letter on EDGAR.

 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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from 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 with respect to the filing; and

Mr. Timothy E. Kullman
Dick’s Sporting Goods, Inc. June 7, 2007
Page 3
‚ 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.

If you have any questions regarding these co mments, please direct them to me at
(202) 551-3336.  In my absence, you may di rect your questions to William Thompson,
Branch Chief, at (202) 551-3344.

Sincerely,

 Adam Phippen
Staff Accountant