SecProbe.io

April 7 , 2017

Mr. Max J. Roberts
Chief Executive Officer
Barnes & Noble  Education , Inc.
120 Mountain View Blvd.
Basking Ridge, NJ  07920

Re: Barnes & Noble  Education , Inc.
 Form 10-K for Fiscal Year Ended April 30, 2016
Filed June 2 9, 2016
Form 10 -Q for Fiscal Quarter Ended January 28, 2017
Filed February 28, 2017
File No. 001 -37499

Dear Mr. R oberts :

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

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

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

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

Item 8. Financial Statements and Supplementary Data

Note 2. Summary of Significant Accounting Policies

Merchandise Inventories, page 53

1. We note your disclosure that market value of your inventory is determined based on its
estimated net realizable value, wh ich is generally the selling price.  Please clarify why
you do not indicate net realizable value is based on estimated selling prices less normally
predictable costs of completion, disposal and transportation, as defined in ASC 330 -10-
20 and discussed in A SC 330 -10-35.  Please revise or advise us why you believe no
revision is necessary.

Mr. Max J. Roberts
Barnes & Noble  Education , Inc.
April 7, 2017
Page 2

 Property and Equipment, page 54

2. We note your disclosure in footnote (a) that leasehold improvements are capitalized and
depreciated over the terms of the respective lea ses.  Please confirm whether or not you
depreciate leasehold improvements over the shorter of the lease term or the useful life of
the improvements pursuant to the guidance in ASC 840 -10-35-6.  If you follow such
guidance, please revise your disclosures ac cordingly.

Revenue Recognition and Deferred Revenue, page 55

3. We note your disclosure that you recognize revenue from the rental of digital textbooks at
the time of sale and that once the digital content is delivered to the customer your
performance obligation is complete.  Please explain how your performance obligat ion is
complete at the time of sale.  Also clarify whether you recognize revenue from the rental
of digital textbooks gross as a principal or net as an agent and the reasons supporting your
accounting treatment.  If such revenues are recognized net, please  disclose such
information in future filings.

Change in Accounting Principle and Error Corrections, page 56

4. We note your disclosure here and in Note 9 that you corrected two errors in your May 2,
2015 balance sheet, including an error correction impact ing cash and accounts payable
and an intercompany LIFO tax reserve error correction impacting other long -term
liabilities and the Parent company investment.  Please address the following comments
related to these errors:

 Tell us in further detail the natu re of your intercompany LIFO reserve tax error.  In
doing so, explain why the error had no impact on your income and cash flows.

 Provide us with your materiality analysis under SAB Topic 1:M that supports your
determination that these errors were not  qualitatively or quantitatively material.

 Tell us how you considered the impact of these errors on your conclusions with
respect to the effectiveness of your internal control over financial reporting and your
disclosure controls and procedures.

Note 14 . Income Taxes, page 69

5. Please explain to us why the amount reflected for “State income taxes, net of federal
income tax benefit” in the reconciliation of your effective income tax rate to the statutory
income tax rate for Fiscal 2016 is a tax benefit  of 15.2%.

Mr. Max J. Roberts
Barnes & Noble  Education , Inc.
April 7, 2017
Page 3

 Schedule II – Valuation and Qualifying Accounts, page 73

6. It appears that the information provided for your sales return reserve may be presented on
a net basis rather than on a gross basis.  Please revise future filings to provide this
informati on on a gross basis or advise us why you believe no revision is required.

Form 10 -Q for Fiscal Quarter Ended January 28, 2017

Note 2. Summary of Significant Accounting Policies

Goodwill, page 10

7. We note that your annual goodwill impairment test performed at the beginning of the
third quarter resulted in the fair value of your single reporting unit exceed ing its carrying
value by approximately 5%.  It appears, h owever, that the net book value of yo ur
stockholders’ equity  substantially exceed ed your market capitalization  as of the testing
date and also as of quarter -end.  Please address the following comments related to your
most recent goodwill impairment test :

 Please tell us whether you us ed both income and market approaches in developing the
fair value of your reporting unit.  If so, tell us the relative weighting you use d for each
approach and how you determined such weighting was appropriate.  Tell us whether
there would have been any change in your impairment analysis had you solely used a
market or income approach or had you changed the relative weighting.

 Please provide us with a reconcil iation of the fair value of your reporting unit to your
market capitalization .  If applicable, provide support for any control premiums.  Refer
to ASC 350 -20-35-22 and -23.

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.

Mr. Max J. Roberts
Barnes & Noble  Education , Inc.
April 7, 2017
Page 4

You may contact Sondra Snyder, Staff Accountant at  (202) 551 -3332 or Andrew Blume,
Staff Accountant at (202) 551 -3254 if you have questions regarding comment s, or me at  (202)
551-3737 with any other questions.

Sincerely,

 /s/ Jennifer Thompson

 Jennifer Thompson
 Accounting Branch Chief
Office of Consumer Products