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		SEC Response Letter 10.29.14

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 3561

100 F Street, N.E.

Washington, D.C. 20549-3561

 October 29, 2014

Attention:

 Ms. Jennifer Thompson

 Ms. Sondra Snyder

 Mr. Yong Kim

Re:

 GameStop Corp.

 Form 10-K for the Fiscal Year Ended February 1, 2014

 Filed April 2, 2014

 File No. 001-32637

Dear Ms. Thompson:

This letter sets forth the response of GameStop Corp. (referred to herein as "we", "us" or the "Company") to the comments on the above-referenced filing provided by the Staff of the Division of Corporate Finance of the Securities and Exchange Commission by letter dated September 29, 2014. Ms. Sondra Snyder, of the Staff, on September 30, 2014 kindly granted our request to respond to the Staff's comment letter on or before October 29, 2014, which we confirmed in a letter to the Staff dated October 1, 2014. The Staff's comments are restated below in bold and italics type and are followed by our responses thereto.

Form 10-K for Fiscal Year Ended February 1, 2014

Financial Statements, Page F-1

Reports of Independent Registered Public Accounting Firms, pages F-2 and F-3

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 We note the revisions to your previously issued fiscal 2012 and 2011 financial statements included herein. We note that the report of BDO USA, LLP (“BDO”) on your prior period financial statements continues to be dated April 3, 2013 which is the date of their original report. We also note that the report of Deloitte & Touche, LLP (“Deloitte & Touche”) on your fiscal 2013 financial statements does not indicate that they audited the adjustments to the prior period financial statements. It appears that one of these two accounting firms should express an opinion that covers the adjustments to the previously issued financial statements. Please refer to AU-C Sections 700 and 708 and tell us how you, BDO and Deloitte & Touche considered this guidance.

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Company Response:

We acknowledge the Staff’s comment and note that comments #1 and #2 relate to the same reporting and disclosure matter. To that end, we respectfully refer the Staff to our response to comment #2 for information regarding the background and our evaluation of this accounting matter.

As it relates to the auditor considerations and opinion on the financial statements related to the adjustments referenced in comments #1 and #2, Deloitte & Touche LLP (“Deloitte”) audited only our fiscal year 2013 financial statements as presented in our Annual Report on Form 10-K for the fiscal year ended February 1, 2014 (the “2013 Form 10-K”).  As our 2013 Form 10-K correctly presented outstanding checks within the balance sheet and the presentation of such amounts in the Statement of Cash Flows was also correct, Deloitte’s opinion did not make reference to any adjustments made to the prior year financial statements. Additionally, Deloitte considered the guidance set forth in AU section 708 and concluded that, because we revised the prior period financial statements included in our 2013 Form 10-K to conform to the new presentation for outstanding checks, such prior period financial statements were presented on a consistent and comparable basis.

Our fiscal year 2012 and 2011 consolidated financial statements were audited by BDO USA, LLP (“BDO”). As a result of the conclusions reached in connection with the re-evaluation of our accounting for and presentation of outstanding checks described more fully in our response to the Staff’s comment #2 below, we communicated to BDO our intention to revise the fiscal year 2012 and 2011 consolidated financial statements such that those financial statements would be presented on a basis consistent with our 2013 consolidated financial statements.  Accordingly, BDO performed procedures to reissue their opinion as required by AU-C 560.19 (PCAOB Interim AU section 508.71-73) and evaluated the changes to our consolidated financial statements under AU-C 560.15 (PCAOB Interim AU section 561.04-05) and AU-C 700 (AS 6 and PCAOB Interim AU section 530.01-02). Based upon its performance of the foregoing procedures, BDO determined that the date of the BDO opinion pertaining to our fiscal year 2012 financial statements did not need to be changed from the original issuance date of April 2, 2013. BDO reviewed the revisions to our fiscal 2012 and 2011 financial statements included in the 2013 Form 10-K and concluded that the revisions were not material and, consequently, BDO determined that dual-dating of BDO’s prior audit report was not required.

Note 1. Nature of Operations and Summary of Significant Accounting Policies, page F-9

Basis of Presentation and Consolidation, page F-9

2.

 We note your disclosure that you revised the presentation of outstanding checks in your prior period financial statements. You state that you previously reduced cash and liabilities when checks were presented for payment and cleared your bank accounts, and currently, as of February 1, 2014, you reduce cash and liabilities when the checks are released for payment. Please tell us whether your revised presentation of outstanding checks represents a change in accounting principle or an error pursuant to ASC 250

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and provide the basis for your conclusion. If you conclude that this was an error, please address the following:

•

 Please tell us why you did not indicate that the previously issued financial statements have been restated to correct an error. Refer to ASC 250-10-50-7.

•

 Please tell us how the error was identified.

•

 Please tell us how you considered the error when concluding on the effectiveness of your disclosure controls and procedures and internal controls over financial reporting.

•

 Please tell us what consideration you gave to filing an Item 4.02 Form 8-K regarding non-reliance on previously issued financial statements.

Company Response:

To facilitate the Staff’s review of our responses, we have responded separately to each bullet point raised in the original comment shown above.

•

 Please tell us why you did not indicate that the previously issued financial statements have been restated to correct an error. Refer to ASC 250-10-50-7.

Prior to the filing of our 2013 Form 10-K, we carefully considered the guidance in ASC 250-10-50-7 and determined that the use of the word “revision” in our disclosures was an appropriate proxy for the word “error” as that term is defined under the accounting guidance.  Moreover, we believe that the nature and extent of the disclosures included in our 2013 Form 10-K indicate to a reader that we considered this to be an error in our prior financial statements.  Further, we note the disclosure guidance in ASC 250 applies to the correction of errors in previously issued financial statements; however, in practice the term “revision” is commonly used to describe errors that are not material.  We elected to revise the fiscal 2012 and fiscal 2011 financial statements included in our 2013 Form 10-K to conform to the new presentation of outstanding checks as of February 1, 2014, although in our opinion such revision was not required due to the conclusion we reached with respect to materiality.  We believe this revision provides investors and other financial statement users with a higher degree of transparency and enhanced comparability between periods and represent appropriate remediation of an immaterial error.  Please refer to our response to the Staff’s comment “Please tell us what consideration you gave to filing an Item 4.02 Form 8-K regarding non-reliance on previously issued financial statements” below for our evaluation of materiality with respect to this error.

•

 Please tell us how the error was identified.

The error was identified as part of transition discussions with our new auditor, Deloitte, and our re-evaluation of our accounting for outstanding checks, which was completed during the fourth quarter of 2013.

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Generally, we pay our vendors from a “zero-balance” controlled disbursement account (the “Disbursement Account”). Pursuant to our banking arrangements, through automated transfers between the Disbursement Account and another depository account at the same bank (the “Funding Account”), the closing bank balance of the Disbursement Account on any given day is zero. As a result of this arrangement, the balance of any checks written against the Disbursement Account at the end of a reporting period that we have mailed to our vendors, but that have not yet been presented by our vendors for payment (“Outstanding Checks”), represents a “book overdraft” of the Disbursement Account. For the majority of our reporting periods, the balance in the Funding Account has exceeded the balance of Outstanding Checks. Said differently, the net general ledger balance of the Disbursement Account and the Funding Account, on a combined basis, was positive. Additionally, under our banking arrangements, each Disbursement Account and Funding Account represents a separate legal account. The bank has the legal right to offset (i.e. apply) amounts in the Funding Account against any overdraft in the Disbursement Accounts. We have no legal obligation to maintain a minimum balance in the Funding Account.

Historically, we viewed these Outstanding Checks, which are primarily payments to our inventory suppliers, as liabilities that had not yet been extinguished in accordance with ASC 405-20-40-1. Therefore, it was our policy to present the balance of Outstanding Checks as a component of either accounts payable or accrued liabilities within our consolidated balance sheets and not as a reduction of the cash balance. Changes in the balance of Outstanding Checks were recognized as a component of cash flows from operating activities within our consolidated statements of cash flows.

Revised Accounting for Outstanding Checks

We reevaluated our former accounting for Outstanding Checks and determined that an error in the application of general accepted accounting principles had occurred and a revision of our accounting for outstanding checks was warranted. We considered the following factors:

We considered that while a vendor may not have received its check from us, once the check is no longer in our possession, it is appropriate to reduce cash and the associated payable to the vendor, as noted in AICPA Technical Practice Aids, TIS Section 1100.08, which states:

“Inquiry-Should the amount of checks that have been issued and are out of the control of the payor but which have not cleared the bank by the balance sheet date be reported as a reduction of cash?

Reply-Yes. A check is out of the payor's control after it has been mailed or delivered to the payee. The balance sheet caption "cash" should represent an amount that is within the control of the reporting enterprise, namely, the amount of cash in banks plus the amount of cash and checks on hand and deposits in transit minus the amount of outstanding checks. Cash is misrepresented if outstanding checks are classified as liabilities rather than a reduction of cash.”

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Additionally, we determined that because transfers from the Funding Account to the Disbursement Account are automatic and because certain accounts held with the bank have a right of offset a liability should be recognized for any “bank overdrafts”. In other words, the balances of the Funding Accounts and the Disbursement Accounts with right of offset characteristics will be combined before presenting any Outstanding Checks balance as a liability (i.e., only the net overdraft of the two accounts would be presented as a liability). In light of the absence of authoritative accounting guidance related to this matter, we noted that this approach finds support in at least one accounting textbook, which states (Kieso Weygandt Warfield 2013, 348):

“Bank overdrafts occur when a check is written for more than the amount in the cash account. They should be reported in current liabilities section and are usually added to the amount reported as accounts payable. If material, these items should be separately disclosed either on the face of the balance sheet or in the related notes.

Bank overdrafts are generally not offset against the cash account. A major exception is when available cash is present in another account in the same bank on which the overdraft occurred. Offsetting in this case is required.”

Based on the guidance above, we concluded that it was appropriate to present as cash the bank balances that remain in a positive cash position at the end of each fiscal period after consideration of pooling or right-of-offset features (i.e., the amount presented as cash and cash equivalents within the balance sheet) and to present as a liability any negative balances. Moreover, we considered that, in certain situations, bank overdrafts could be considered a form of short-term financing with changes therein classified as financing activities in the cash flows statement. Given our banking relationship it would be rare to experience a bank overdraft situation. As such, we present changes in a book overdraft position in operating cash flows, as the change represents timing of payment clearing and not a financing situation with our bank.

In connection with the revised accounting for outstanding checks, we also considered relevant practice related to this presentation matter. Based upon analysis of Form 10-K filings, we identified 22 SEC registrants that disclosed an accounting policy related to outstanding checks drawn against a zero-balance account with other cash accounts at the same bank, that appear to be consistent with this approach. Consideration was also given to two registrants that revised their financial statements to no longer present outstanding checks within accounts payable and two registrants that revised their financial statements to consider all funds on deposit with an institution when calculating a book overdraft.

Based on the above discussion and the pervasive use of the identified accounting treatment for outstanding checks amongst SEC registrants, we revised our accounting for outstanding checks to (1) discontinue presentation of outstanding checks as cash and as a component of either accounts payable or accrued liabilities within our consolidated balance sheets and instead reflect outstanding checks as a reduction of cash and accounts payable or accrued liabilities at the end of a reporting period; and (2) present the portion of the balance of Outstanding Checks that exceeds the net (combined) balance of the Disbursement and Funding Accounts as a liability (accrued liability to the bank). As discussed above, we determined that any change in negative cash recorded as a liability will be reflected in operating cash flows.

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Additionally, based on the guidance in ASC 250, we revised our historical balance sheet and cash flow amounts. We further considered the authoritative literature in Item M. Materiality of Topic 1: Financial Statements - SEC Staff Accounting Bulletins - SAB 99 to determine that a revision of our prior period balance sheet and cash flow amounts would not cause our prior period financial statements to be materially misleading, taken as a whole. Accordingly, we concluded that we should revise our prior period financial information and as such, our reported cash, accounts payable, and accrued liability balances included in our 2013 Form 10-K were reduced by the aggregate amount of Outstanding Checks previously reported within these accounts. Amounts presented as provided by, or used in, operating activities in our statements of cash flows now reflect such a change.

In connection with our revised presentation of outstanding checks, we performed an analysis in accordance with SAB 99 to assess the materiality of the error, both quantitatively and qualitatively, on our prior period financial statements and concluded that the error was immaterial to the prior period financial s